Nipro Corporation (Tokyo Stock Exchange and Osaka Stock Exchange Ticker
Code 8086), through its wholly-owned subsidiary Nippon Product
Acquisition Corporation (the “Purchaser”), today commenced a cash tender
offer to purchase all outstanding shares of Home Diagnostics, Inc.
(NASDAQ: HDIX) pursuant to an Agreement and Plan of Merger among Nipro,
the Purchaser and Home Diagnostics dated February 2, 2010 (the “Merger
Agreement”).
Upon the successful completion of the tender offer, stockholders of Home
Diagnostics will receive $11.50 in cash, without interest and less any
required withholding taxes, for each share of Home Diagnostics common
stock tendered in the offer. Following the successful completion of the
offer, the Purchaser will be merged with and into Home Diagnostics, with
Home Diagnostics continuing as the surviving corporation. As a result of
the merger, Home Diagnostics will become a wholly-owned subsidiary of
Nipro.
The board of directors of Home Diagnostics has unanimously approved the
Merger Agreement and the transactions contemplated thereby and
recommended that stockholders tender their shares to the Purchaser
pursuant to the tender offer. The directors of Home Diagnostics have
also entered into separate Stockholder Agreements with the Nipro and the
Purchaser under which each director has agreed to tender all of his Home
Diagnostics shares pursuant to the tender offer. The directors party to
the Stockholders Agreements held an aggregate of approximately 15.33% of
the outstanding Home Diagnostics shares as of February 2, 2010. In
addition, Home Diagnostics has granted an option to the Purchaser,
exercisable under certain circumstances, to purchase additional shares
from Home Diagnostics if after the exercise of the option the Purchaser
would own enough shares to effect a short-form merger without a vote of
the Home Diagnostics’ stockholders pursuant to Delaware law.