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): June 8, 2009
INVERNESS MEDICAL INNOVATIONS, INC.
(Exact name of registrant as specified in charter)
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Delaware
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1-16789
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04-3565120 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
51 Sawyer Road, Suite 200, Waltham, Massachusetts 02453
(Address of Principal Executive Offices) (Zip Code)
(781) 647-3900
(Registrants telephone number, including area code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 3.02. Unregistered Sales of Equity Securities.
On
June 5, 2009, Inverness Medical Innovations, Inc. (the Company) entered into a Framework
Agreement with Concateno plc, a company registered under the laws of England and Wales (Concateno),
pursuant to which the Company has agreed to a proposal to acquire the entire issued and to be
issued share capital of Concateno (the Concateno Shares) pursuant to a scheme of arrangement under
Part 26 of the United Kingdom Companies Act 2006 (the Scheme). The Scheme is subject to a number
of conditions, including approval by the shareholders of Concateno and sanction of the High Court of
Justice in England and Wales.
Under the terms of the Scheme, each holder of Concateno Shares will receive, for each Concateno
Share, 79 pence in cash and 0.02 shares of the Companys common stock, $.001 par value per share
(the Company Stock), based on Inverness closing
price per common share on the New York Stock Exchange (the
NYSE) on June 4, 2009 of $34.00 and applying
an exchange rate of £1.00:$1.61 for a total implied value per
Concateno share of 121.24 pence. Based on information provided by Concateno, there are 103.2 million
Concateno Shares issued and outstanding after consideration of certain shares which will be repurchased by Concateno for nominal consideration and cancelled
as a result of the transaction. There are also up to approximately 2 million outstanding warrants and options over
Concateno shares which are expected to be exercised prior to the acquisition becoming effective. The Company
therefore expects to issue approximately 2.1 million shares of Company Stock to acquire Concateno. In
addition, the Company expects to issue options to purchase approximately 300,000 shares of Company
Stock in exchange for outstanding options to purchase Concateno Shares and, as part of compensation
packages intended to induce certain key executives of Concateno to remain with the company, to pay
up to £1.1 million in cash and to grant awards of 56,000 shares of restricted Company Stock and
options to purchase up to 75,000 shares of Company Stock.
In the event that the value of the total consideration payable per Concateno Share (based on the
volume weighted average of the closing market prices of the Company
Stock on the NYSE over the twenty trading days
ending on (and including) the trading day immediately preceding the date of the shareholder vote to
approve the Scheme) is less than 120 pence per Concateno Share, then the Company will be obliged to
provide further consideration to Concateno Shareholders such that the overall value of the
consideration per Concateno Share at the time of the shareholder vote is 120 pence. Any such
additional consideration will consist of up to £1 million cash plus up to 500,000 additional shares
of Company Stock or, at the Companys option, the cash equivalent thereof. In the event that the
cash consideration of up to £1 million is not needed to increase the overall consideration to 120
pence, the unused portion will be paid to certain key managers of Concateno.
In connection with the issuance of shares of Company Stock pursuant to the Scheme, the Company
intends to rely on the exemption from registration afforded by Section 3(a)(10) of the Securities
Act of 1933, as amended (the Securities Act), for exchanges of securities after a hearing by a court upon the fairness
of the terms and conditions of the exchange. In connection with the issuance of options and
restricted stock described above, the Company intends to rely on the exemptions from registration
afforded by Regulation S under the Securities Act and/or Section 4(2) of the Securities Act.