BD Makes Filing to Report Bid to Acquire TriPath Imaging, Inc.
2006年8月15日 - 8:05AM
PRニュース・ワイアー (英語)
FRANKLIN LAKES, N.J., Aug. 14 /PRNewswire-FirstCall/ -- BD (Becton,
Dickinson and Company) (NYSE:BDX) today filed with the Securities
and Exchange Commission a Statement on Schedule 13D setting forth a
proposal it made to acquire for a cash purchase price of $9.25 per
share, or approximately $350 million, the approximately 93.5% of
the outstanding shares of TriPath Imaging, Inc. (NASDAQ:TPTH) which
BD does not currently own. TriPath Imaging develops, manufactures,
markets and sells innovative solutions to improve the clinical
management of cancer, including detection, diagnosis, staging and
treatment. The proposal was solicited by TriPath Imaging in
connection with the culmination by TriPath Imaging of a process to
explore strategic alternatives. BD's proposal states that it is
conditioned upon, among other things, approval of the offer by the
TriPath Imaging board of directors, the prompt negotiation of
mutually acceptable definitive agreements, satisfactory completion
of due diligence, and the obtaining of necessary regulatory
approvals. Assuming that BD's proposal is accepted and definitive
agreements are executed, it would be anticipated that the
transaction would close during the first quarter of BD's 2007
fiscal year. BD and TriPath Imaging have participated in a
collaboration to identify bio-markers for various cancer
diagnostics since 2001, at which time BD acquired the approximately
6.5% equity interest that it currently holds and filed a Statement
on Schedule 13G to reflect these holdings. The proposed acquisition
of TriPath Imaging, which would be expected to be minimally
dilutive to BD's fiscal 2007 earnings (excluding an anticipated
charge for in-process research and development), fits strategically
with BD's objective of accelerating and advancing its presence in
the cancer diagnostics market. BD will provide guidance for fiscal
2007 during its fiscal fourth quarter earnings call on November 2,
2006. About BD BD, a leading global medical technology company that
makes and sells medical devices, instrumented systems and reagents,
is dedicated to improving people's health throughout the world. BD
is focused on improving drug therapy, enhancing the quality and
speed of diagnosing infectious diseases, and advancing research and
discovery of new drugs and vaccines. The Company's capabilities are
instrumental in combating many of the world's most pressing
diseases. Founded in 1897 and headquartered in Franklin Lakes, New
Jersey, BD employs more than 25,000 people in approximately 50
countries throughout the world. The Company serves healthcare
institutions, life science researchers, clinical laboratories,
industry and the general public. For more information, please visit
http://www.bd.com/. This press release contains certain estimates
and other forward-looking statements (as defined under Federal
securities laws) regarding BD's performance, including future
performance, products or other events or developments that BD
expects to occur or anticipates occurring in the future. All such
statements are based upon current expectations of BD and involve a
number of business risks and uncertainties. Actual results could
vary materially from anticipated results described, implied or
projected in any forward-looking statement. Factors that could
cause actual results to vary materially from any forward-looking
statement include, but are not limited to: competitive factors;
pricing and market share pressures; difficulties inherent in
product development and delays in product introductions; changes in
regional, national or foreign economic conditions; increases in
energy costs and their effect on, among other things, the cost of
producing BD's products; fluctuations in costs and availability of
raw materials and in BD's ability to maintain favorable supplier
arrangements and relationships; changes in healthcare or other
governmental regulation; as well as other factors discussed in this
press release and in BD's filings with the Securities and Exchange
Commission. We do not intend to update any forward-looking
statements to reflect events or circumstances after the date hereof
except as required by applicable laws or regulations. DATASOURCE:
BD (Becton, Dickinson and Company) CONTACT: Colleen T. White,
Corporate Communications, +1-201-847-5369, or Patricia A. Spinella,
Investor Relations, +1-201-847-5453, both for BD Web site:
http://www.bd.com/
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