UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 4, 2009
Inverness Medical Innovations, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-16789
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04-3565120 |
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(Commission file number)
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(IRS Employer |
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Identification No.) |
51 Sawyer Road, Suite 200, Waltham, Massachusetts 02453
(Address of principal executive offices)
Registrant’s telephone number, including area code: (781) 647-3900
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.142-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01 Other Events
1. Offering of $150 Million of Senior Notes
On August 4, we issued a press release announcing that we intend to offer up to $150.0 million
aggregate principal amount of senior notes due 2016 in a public offering. A copy of the press
release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
2. Pending tender offer for common shares of Standard Diagnostics, Inc.
On August 5, 2009 (Korean Standard Time), we announced that we will commence, through an indirect
wholly owned subsidiary, an unsolicited cash tender offer to acquire up to 3,236,000 common shares
of Standard Diagnostics, Inc., a corporation organized under the laws of South Korea, at a tender
offer price equal to 30,000 South Korea Won (US $24.70) per share. The offer will be conducted
pursuant to Article 134 of the Korean Financial Investment Services and Capital Markets Act, and a
tender offer statement has been or will be filed by our subsidiary with the Korean Financial
Services Commission. Daewoo Securities Co., Ltd. is acting as tender
offer agent.
Standard Diagnostics is a Korean manufacturer and distributor of diagnostic reagents and devices
for hepatitis, infectious disease, tumor markers, fertility and drugs of abuse. Standard
Diagnostics’ common shares are listed on the KOSDAQ stock market under the symbol 066930.
The 3,236,000 common shares for which we are soliciting tenders would constitute approximately 40%
of the issued common shares of Standard Diagnostics on a fully diluted basis. If we acquire all
the shares for which we are soliciting tenders, the aggregate tender offer price in cash would be
SKW 97,080 million ($79.9 million). The tender offer will remain open until 3:30 p.m. on August 24,
2009 (Korean Standard Time).
Amounts in South Korea Won are also presented in United States Dollars at an assumed exchange rate
equal to $1:SKW 0.0008234, which was the New York closing rate of exchange on August 3, 2009 as
reported by The Wall Street Journal.
Item 9.01 Financial Statements and Exhibits
On April 30, 2009, we completed our acquisition of certain assets from ACON Laboratories, Inc. and
related entities relating to ACON’s lateral flow immunoassay business in the territory consisting
of China, Asia Pacific, Latin America, South America, the Middle East, Africa, India, Pakistan,
Russia and Eastern Europe, which we refer to as the ACON second territory business.
The unaudited statements of assets acquired and liabilities assumed and related statements of
revenue and direct expenses of the ACON second territory business for the three months ended March
31, 2009 and 2008 are attached hereto as Exhibit 99.2 and incorporated by reference herein.
Exhibits.
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| Exhibit No. |
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Description |
99.1 |
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Press Release dated August 4, 2009 entitled “Inverness Medical
Innovations, Inc. Announces Offering of $150 Million of Senior
Notes” |
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99.2 |
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Unaudited statements of assets acquired and liabilities
assumed and related statements of revenue and direct expenses
of the ACON second territory business for the three months
ended March 31, 2009 and 2008 |
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