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Inverness Medical Innovations, Inc. (IMA) Offers to Acquire Standard Diagnostics for $286M



1/11/2010 6:40:06 AM

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WALTHAM, Mass., Jan. 11 /PRNewswire-FirstCall/ -- Inverness Medical Innovations, Inc., a global leader in enabling individuals to take charge of their health at home through the merger of rapid diagnostics and health management, announced today that it has commenced a cash tender offer to acquire a majority equity interest in Standard Diagnostics ("SD"), a leading innovator of rapid diagnostics in Korea.

Inverness has offered to acquire up to 75.79% of the issued shares of SD, and Dr. Young Shik Cho, Representative Director, President and CEO of SD and its largest shareholder, announced he will tender 720,000 of his own shares in support of Inverness' investment. Inverness' obligation to purchase shares is, amongst other things, conditioned on the tender of at least 2,408,000 shares (inclusive of Dr. Cho's 720,000), which is approximately 30.1% of the total shares issued as of January 8, 2010. If the minimum tender is achieved, Dr. Cho and IMI will collectively own more than 50% of SD.

The tender offer price is KRW 40,000, which represents a premium of over 33% of the 90-day trailing average (29,867 KRW) of SD's share price. Shareholders may tender their shares from January 11, 2010 until February 1, 2010. The settlement date is February 8, 2010.

Dr. Cho stated, "This proposed transaction provides SD with the resources and support to continue its growth as a globally competitive leader in the field of disease diagnosis." Upon successful completion of the tender offer, Dr. Cho would remain the President and CEO of SD.

"We look forward to working with Dr. Cho and his entire team at Standard Diagnostics," said Ron Zwanziger, President and CEO of Inverness. "Inverness is committed to providing products and service to enable patients to take charge of their own health at home. Our vision for improving patient outcomes aligns closely with the vision of Dr. Cho and SD. We are excited about the opportunity to partner with Dr. Cho and continue to expand our global presence."

About Inverness Medical Innovations

By developing new capabilities in near-patient diagnosis, monitoring and health management, Inverness Medical Innovations enables individuals to take charge of improving their health and quality of life at home. Inverness' global leading products and services, as well as its new product development efforts, focus on infectious disease, cardiology, oncology, drugs of abuse and women's health. Inverness is headquartered in Waltham, Massachusetts.

About Standard Diagnostics

Standard Diagnostics, Inc., listed on the KOSDAQ stock market since January 23, 2003, is a global player in the medical diagnostics' industry. Its main products lines relate to diagnostics reagents or devices for hepatitis, infectious diseases, tumor markers, fertility, drugs of abuse, urine strips and protein strips. For more information on Standard Diagnostics visit www.standardia.com.

Cautionary Note Regarding Forward-Looking Statements:

This press release may contain forward-looking statements within the meaning of the United States federal securities laws, including statements regarding potential benefits and other results or effects of the tender offer. These statements reflect Inverness' current views with respect to future events and are based on management's current assumptions and information currently available. Actual results may differ materially due to numerous factors including, without limitation, increases in the price of SD shares, the possibility that no shares may be tendered, the possibility that conditions to the offer will not be satisfied, including the minimum share condition, the possibility of a competing offer, and the possibility that the anticipated benefits, including synergies, of the transaction will not be realized. Inverness undertakes no obligation to update any forward-looking statements.




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