Beckman Coulter, Inc. Announces Common Stock Offering
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ORANGE COUNTY, Calif., May 18 /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 it
has commenced a public offering of shares of its common stock, to finance in
part the previously announced acquisition of the diagnostic systems portion of
Olympus Corporation's Life Science business, or the acquisition. The Company
expects to raise proceeds of approximately $235 million in the offering, or
$250 million if the over-allotment option granted to the underwriters is
exercised in full. Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co.
are acting as joint book-running managers for the offering.
(Logo: http://www.newscom.com/cgi-bin/prnh/20031202/BECLOGO)
The offering is being made under Beckman Coulter's existing shelf registration
statement filed with the Securities and Exchange Commission. In connection
with the offering of its common stock, Beckman Coulter expects to enter 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 public
through the underwriters shares of Beckman Coulter's common stock. 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 stock settlement of the forward sale
agreements.
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
SOURCE Beckman Coulter, Inc.
Cynthia Skoglund, Manager, Investor Relations of Beckman Coulter, Inc.,
+1-714-773-7620
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