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Filed by Inverness Medical Technology, Inc.
(Commission File No. 000-20871)
pursuant to Rule 425 under the
Securities Act of 1933, as amended.
Subject Company: Integ Incorporated
Commission File No.: 000-28420
On October 4, 2000, Inverness Medical Technology, Inc. utilized the following
script in connection with a conference call commencing at 10:30 a.m. EST:
CONFERENCE CALL SCRIPT
Good morning and welcome to the Inverness Medical Technology conference call.
The topic today is our announcement of our proposed acquisition of Integ.
Speaking today on behalf of Inverness Medical Technology will be CEO Ron
Zwanziger, followed by Dr. Jerry McAleer, Vice President Research and
Development of Inverness Medical Technology.
Before turning the call over to Ron, I'll read the safe harbor statement. This
presentation contains forward-looking statements, including statements about the
consummation and anticipated timing of the merger that we will discuss, the
potential market opportunity for glucose monitoring systems that use
interstitial fluid, the expected drivers of growth for the market opportunity,
the anticipated impact of Integ's technology on Inverness Medical Technology's
future growth, the expected benefits of the merger, the actual exchange ratio,
the tax-free nature of the transaction and the anticipated impact of the
acquisition on Inverness Medical Technology's earnings and development programs.
Actual results may materially differ due to numerous factors, including without
limitation conditions in the financial markets relevant to the proposed merger,
the receipt of stockholder and other approvals of the transaction, the
operational integration associated with the transaction and other risks
generally associated with such transactions, the potential market acceptance of
interstitial fluid glucose monitoring systems, the competitive environment for
the glucose monitoring market, the efficacy and safety of products, the content
and timing of submissions to and decisions by regulatory authorities, the
ability to manufacture sufficient quantities of product for development and
commercialization activities, the ability of Inverness Medical Technology to
successfully commercialize products and the risks and uncertainties described in
Inverness Medical Technology's and Integ's reports filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended,
including without limitation those risks and uncertainties described under
"Certain Factors Affecting Future Results" beginning on page F-8 of Exhibit 13.1
to Inverness' Annual Report on Form 10-K for the year ended December 31, 1999.
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Now I will turn the call over to Inverness Medical Technology CEO, Ron
Zwanziger.
Good morning. I want to welcome everybody to today's call, including the many
new listeners.
We're very excited about today's announcement of our acquisition of Integ and
their sampling technology that utilizes interstitial fluid-- instead of blood--
to monitor glucose levels. We will use this conference call to provide you with
an understanding of the rationale for the deal from a variety of perspectives...
including medical, financial, and strategic.
Jerry McAleer will get us started by sharing some background.
Thank you, Ron. As many of you know, our technical team has a long history of
success in developing blood glucose systems. Since the inception of Inverness
Medical we have focused our efforts on researching, developing, and mass
manufacturing systems which utilize our advanced electrochemical biosensor test
strips.
We have successfully led the industry by providing people with diabetes with
what they want--smaller sample sizes, faster test times, and alternatives to
fingersticking. Now, we see an opportunity to provide people with diabetes with
an additional option-- testing without blood samples. Research has shown that
many people are not testing, or they are not testing often enough.
Unfortunately, despite our success in delivering systems which require only tiny
samples of blood and are virtually pain-free, there are still some people who
just don't wish to draw blood. Interstitial fluid is an option to blood which we
believe has great potential.
It is an extracellular fluid that is prevalent throughout the body and skin. It
is the means through which proteins and nutrients, including glucose, pass
between capillaries and cells. Integ has patented technology which removes
interstitial fluid samples found in the outermost layers of skin. By combining
Integ's sampling technology with our existing measurement and manufacturing
capabilities, we at Inverness Medical are ideally positioned to deliver a new
option to people with diabetes--particularly those who are averse to blood
testing.
Let me turn the call back over to Ron who will now discuss the financial and
strategic aspects of the transaction.
Thank you Jerry. Let me review the fundamentals of the deal. We have agreed to
exchange 1.9 million shares of our stock for all of the issued and outstanding
shares of Integ's common stock, options and warrants. The outstanding shares of
Integ's preferred stock will be redeemed for cash at the closing. We anticipate
taking a significant charge in the 4th quarter for in-process R&D and
consolidation costs.
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We expect the dilution and associated costs of the transaction to impact
earnings per share by approximately $0.07 in 2001. We would add, however, our
belief that current consensus earnings estimates for 2001 may well prove
conservative. In fact, given recent sales trends and a continually improving
outlook for existing and expected products, our EPS growth for the coming year
could conceivably neutralize the earnings impact of this transaction.
This investment is clearly another strong commitment on our part to research and
development. It fosters our position as the world leader in glucose monitoring
technology. This interstitial fluid technology is complementary to our existing
R&D efforts. Our programs continue to grow, and we expect to continue to launch
a major new product every year. In short, what this gives us, is yet another
avenue for future growth in a diabetes market which is expected to expand
dramatically over the next five to ten years.
That concludes our prepared remarks and we would be happy to take any questions
you might have. Operator, will you please describe the procedure for the Q&A.
[OPERATOR, THEN QUESTIONS]
WRAP-UP:
If we have no further questions then, I would like to conclude by reiterating
our enthusiasm for the opportunities we see in this most recent investment in
our future. We fully expect that adding Integ will parallel nicely our existing
R&D efforts and add yet another avenue through which to grow our leadership
position in the fast-growing diabetes self-test market. Again, we would like to
thank all of you for participating in the call today and for your continued
support. We look forward to speaking with you again in just a few weeks on our
quarterly earnings call at which time we can update you on our continuing
progress.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This material is not a substitute for the prospectus/proxy statement Inverness
Medical Technology and Integ plan to file with the Securities and Exchange
Commission. Investors are urged to read that document because it will contain
important information, including detailed risk factors. The prospectus/proxy
statement and other documents filed by Inverness Medical Technology and Integ
with the Securities and Exchange Commission will be available free of charge at
the SEC's website (www.sec.gov) or by directing a request to Inverness Medical
Technology, Inc., 200 Prospect Street, Waltham, MA 02453, Attention: Investor
Relations, telephone (781) 647-3900 or by directing a request to Integ
Incorporated, 2800 Patton Road, St. Paul, MN 55113, Attention: Investor
Relations, telephone (651) 639-8816.
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We urge investors and security holders to read the prospectus/proxy statement
of Inverness and Integ and the registration statement of Inverness relating
to the merger transaction described above, when they become available,
because they will contain important information. When these and other
documents relating to the transaction are filed with the SEC, they may be
obtained free of charge at the SEC's web site at www.sec.gov. You may also
obtain copies of each of these documents (when they become available) free of
charge from Inverness or from Integ by directing your request to the
respective addresses set forth above.
Inverness Medical Technology anticipates filing a transcript of this conference
call as promptly as available which it expects will be on Thursday, October 5,
2000.
