ORANGE COUNTY, Calif., May 20 /PRNewswire-FirstCall/ -- Beckman Coulter, Inc. (NYSE: BEC), a leading developer, manufacturer and marketer of products that simplify, automate and innovate complex biomedical testing, today announced that it priced a public offering of shares of its common stock, the proceeds of which it expects to use to finance in part the previously announced acquisition of the diagnostic systems portion of Olympus Corporation's Life Science business, or the acquisition. Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. are acting as joint book-running managers for the offering.
In connection with the offering of its common stock, Beckman Coulter is entering into forward sale agreements with each of Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. or their respective affiliates, whom we refer to as the forward purchasers. The forward purchasers will borrow and sell to the underwriters 4.5 million shares of Beckman Coulter's common stock in connection with the offering. The underwriters are offering these shares to the public at a price of $53.00 per share. The forward sale agreements provide for settlement on a date or dates to be specified by Beckman Coulter at the public offering price less the underwriting discount (subject to adjustment). The settlement of the forward sale agreements is expected to occur in conjunction with the closing of the acquisition, but in no event later than twelve months following the date of the common stock offering. Subject to certain exceptions, Beckman Coulter has the right to elect physical, cash or net share settlement of the forward sale agreements. Assuming physical settlement of the forward sale agreements based upon an initial forward price of approximately $50.75 per share on the closing date of this offering, Beckman Coulter would receive gross proceeds of $238.5 million upon settlement of the forward sale agreements, before deducting the underwriters' discount and estimated offering expenses. In addition, the forward purchasers have granted the underwriters of the common stock offering an option to purchase up to an additional 450,000 shares of Beckman Coulter's common stock to cover over-allotments; provided that Beckman Coulter may elect, in its sole discretion, in lieu of having the forward purchasers grant such option to the underwriters, to grant the underwriters an option to purchase from Beckman Coulter an equal number of shares on the same terms.
The offering is being made under Beckman Coulter's existing shelf registration statement filed with the Securities and Exchange Commission. This press release is neither an offer to sell nor a solicitation of an offer to buy any of the common stock or any other security of Beckman Coulter, nor shall there be any sale of the common stock in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration of qualification under the securities laws of any such jurisdiction. When available, copies of the prospectus and related prospectus supplement may be obtained from Morgan Stanley & Co. Incorporated, Prospectus Department, 1585 Broadway, New York, NY 10036 and Goldman Sachs & Co., 85 Broad Street, New York, NY 10004 Attention: Prospectus Department (212-902-1171).
Certain statements in this news release may be deemed to include forward-looking statements, such as statements that relate to the common stock offering and whether Beckman Coulter will consummate the offering. Forward-looking statements are typically identified by words or phrases, such as "believe," "expect," "anticipate," "intend," "estimate," "may increase," "may fluctuate," "plan," "goal," "target," "strategy," and similar expressions or future or conditional verbs such as "may," "will," "should," "would," and "could." These statements are based on current expectations, forecasts and assumptions and are subject to a number of risks and uncertainties. Actual results could differ materially from those anticipated by these forward-looking statements as a result of a number of factors, including economic, market and monetary policy risks; operational risks; investment performance, fiduciary, and asset services risks; credit risks; liquidity risks; holding company risks; regulation risks; litigation risks; tax and accounting risks; strategic and competitive risks; and reputation risks. For a further list and description of risks and uncertainties associated with Beckman Coulter's business, see reports filed by Beckman Coulter with the Securities and Exchange Commission, including the "Risk Factors" section in the most recent annual report on Form 10-K and quarterly report on Form 10-Q filed with the Securities and Exchange Commission. Beckman Coulter disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Contact: Cynthia Skoglund (714)773-7620 Manager, Investor Relations
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