Beckman Coulter Prices $238M Sh Offering

Beckman Coulter, Inc. (NYSE: BEC - News), a leading developer, manufacturer and marketer of products that simplify, automate and innovate complex biomedical testing, today announced that it priced a public offering of shares of its common stock, the proceeds of which it expects to use to finance in part the previously announced acquisition of the diagnostic systems portion of Olympus Corporation's Life Science business, or the acquisition. Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. are acting as joint book-running managers for the offering.
In connection with the offering of its common stock, Beckman Coulter is entering 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 underwriters 4.5 million shares of Beckman Coulter's common stock in connection with the offering. The underwriters are offering these shares to the public at a price of $53.00 per share. 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 share settlement of the forward sale agreements. Assuming physical settlement of the forward sale agreements based upon an initial forward price of approximately $50.75 per share on the closing date of this offering, Beckman Coulter would receive gross proceeds of $238.5 million upon settlement of the forward sale agreements, before deducting the underwriters' discount and estimated offering expenses. In addition, the forward purchasers have granted the underwriters of the common stock offering an option to purchase up to an additional 450,000 shares of Beckman Coulter's common stock to cover over-allotments; provided that Beckman Coulter may elect, in its sole discretion, in lieu of having the forward purchasers grant such option to the underwriters, to grant the underwriters an option to purchase from Beckman Coulter an equal number of shares on the same terms