Feb 11 2010
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.
Nipro today filed with the Securities and Exchange Commission a Tender
Offer Statement on Schedule TO that provides the terms of the tender
offer and explains the procedures by which stockholders may tender their
shares and participate in the tender offer. Home Diagnostics has
concurrently filed with the SEC a Solicitation/Recommendation Statement
on Schedule 14D-9 that includes the recommendation of its board of
directors that Home Diagnostics stockholders accept the tender offer and
tender their shares to the Purchaser.
The tender offer will expire at midnight, New York City time, on
Thursday, March 11, 2010, unless extended in accordance with the terms
of the tender offer and the applicable rules and regulations of the SEC.
The closing of the tender offer is subject to the satisfaction or waiver
of certain conditions, including, among others, the tender of a majority
of Home Diagnostics’ shares in response to the offer, there not having
been a material adverse change with respect to Home Diagnostics, and
other customary closing conditions. The tender offer is not subject to a
financing condition. The Purchaser may, in its sole discretion, provide
for a subsequent offering period for a further period of time not to
exceed 20 business days in accordance with Rule 14d-11 under the
Securities Exchange Act of 1934 following its acceptance in the tender
offer of a majority of Home Diagnostics’ shares.
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