Filed by Inverness Medical Innovations, Inc.
Pursuant to Rule 425 under the Securities Act
of 1933, as amended, and deemed filed
pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934, as amended
Subject Company: Ostex International, Inc.
Commission File No.: 0-25250
Contact:
Doug Guarino Thomas A. Bologna
Director of Corporate Relations of Inverness Chairman, President & CEO, Ostex
Duane James Cassie R. Vlk
Vice President of Finance, Inverness Director of Investor Relations,
781-647-3900 Ostex
206-292-8082
INVERNESS MEDICAL INNOVATIONS AND
OSTEX INTERNATIONAL PROVIDE MERGER UPDATE
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WALTHAM, MA and SEATTLE, WA -- January 2, 2003 -- Inverness Medical Innovations,
Inc. (Amex: IMA), a leading provider of women's health and nutritional products
and developer of advanced medical device technologies, and Ostex International,
Inc. (Nasdaq NM: OSTX), a developer and marketer of tests based on proprietary
technologies for the management of osteoporosis, are updating the status of
their proposed transaction. Inverness has informed Ostex that Inverness has not
been able to obtain the required consent of its lenders to the proposed merger
of Ostex with a subsidiary of Inverness and that changes to the terms of the
existing merger agreement may increase the likelihood of obtaining such consent.
As a result, Inverness and Ostex are discussing possible changes to the terms of
the merger agreement entered into on September 6, 2002, including a reduction in
the consideration to be paid by Inverness under the existing merger agreement.
There can be no assurance that Inverness and Ostex will sign an amendment to the
existing merger agreement or that, even if they do, Inverness' lenders will give
their consent to the proposed merger. Inverness and Ostex do not plan to make
any further announcements concerning the merger unless and until they sign an
amendment or the merger agreement is terminated.
OSTEX INTERNATIONAL, develops and commercializes disease management products for
the treatment and prevention of osteoporosis and other collagen-related
diseases.
Ostex is the exclusive licensee of core collagen telopeptide technology and has
a strong intellectual property position. Ostex is headquartered in Seattle, WA.
INVERNESS MEDICAL INNOVATIONS manufactures and sells products for the women's
health market, and is engaged in the business of developing, acquiring,
manufacturing, and marketing advanced medical device technologies. Inverness is
presently exploring new opportunities for its proprietary electrochemical and
other technologies in a variety of consumer-oriented applications including
immuno-diagnostics with a focus on women's health and cardiology. Inverness'
women's health and nutritional products are distributed to consumers through
established retail distribution networks such as Wal-Mart, Walgreens and CVS.
Inverness is headquartered in Waltham, MA.
This press release contains forward-looking statements within the meaning of the
federal securities laws, including statements about the proposed merger and
potential product development and market opportunities. Actual results may
differ materially due to numerous factors, including without limitation, the
ability to satisfy the conditions to the consummation of the proposed merger,
the timing and content of the approvals and consents, including consents of
Inverness' lenders, necessary to consummate the proposed merger, conditions in
the capital markets in general and the healthcare capital markets specifically
which may affect potential financing sources for the development of Inverness'
and/or Ostex' business, the effect of any operational and financial covenants
contained within the terms of any additional borrowings obtained prior to
consummation of the proposed merger, the effect of domestic and foreign
healthcare regulatory efforts, technological advancements and patents attained
by competitors, demand for and the potential market acceptance of Ostex' and
Inverness' current or future products, the intensely competitive environment in
Inverness' and Ostex' markets which could reduce market share or limit the
ability to increase market share, the efficacy and safety of products, the
content and timing of submissions to and decisions by regulatory authorities
both in the United States and abroad, the ability to manufacture sufficient
quantities of product for development and commercialization activities, the
ability to successfully develop and commercialize products, and the risks and
uncertainties described in Inverness' and Ostex' respective current and periodic
reports filed with the Securities and Exchange Commission under the federal
securities laws including Inverness' and Ostex' Annual Reports on Form 10-K/A
and Form 10-K, respectively, for the year-ended December 31, 2001 and Inverness'
and Ostex' respective Quarterly Reports on Form 10-Q for the quarter ended
September 30, 2002. Neither Inverness nor Ostex undertakes any obligation to
update any forward-looking statements.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Inverness Medical Innovations and Ostex International have filed documents
concerning the proposed merger with the Securities and Exchange Commission
including a registration statement on Form S-4 (file no. 333-101078) containing
a prospectus/proxy statement. WE URGE INVESTORS TO READ THE DOCUMENTS FILED AND
TO BE FILED BY INVERNESS AND OSTEX, INCLUDING MOST PARTICULARLY THE DEFINITIVE
PROSPECTUS/PROXY STATEMENT ONCE IT BECOMES AVAILABLE,
BECAUSE THESE DOCUMENTS CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION.
Investors may obtain the prospectus/proxy statement and other documents that
have or will be filed by Inverness and Ostex with the SEC free of charge at the
SEC's website, (http://www.sec.gov) or by directing a request to Inverness
Medical Innovations, Inc., 51 Sawyer Road, Suite 200, Waltham, Massachusetts
02453, Attn: Corporate Secretary, telephone (781) 647-3900 or Ostex
International, Inc., 2203 Airport Way South, Suite 400, Seattle, Washington
98134, Attn: Corporate Secretary, telephone (206) 292-8082.
Ostex and its directors and executive officers may be deemed to be participants
in the solicitation of proxies in connection with the merger. Information about
the directors and executive officers of Ostex and their ownership of Ostex
common stock is set forth in the proxy statement for Ostex' 2002 annual meeting
of shareholders as filed with the SEC on March 28, 2002. Additional information
about the interests of those participants may be obtained from reading the
definitive prospectus/proxy statement regarding the proposed transaction when it
becomes available.