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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. issued the following
press release:
Contact: Doug Guarino, Investor Relations, (888) 872-8679
Mary Lou DiNardo, Media Relations, (212) 909-0340
INVERNESS MEDICAL TECHNOLOGY, INC. AGREES TO ACQUIRE ALTERNATIVE DIABETES
MONITORING TECHNOLOGY
Integ acquisition will provide Inverness with bloodless sampling technology
WALTHAM, Mass., and ST. PAUL, Oct. 4/PRNewswire/--Inverness Medical
Technology, Inc. (Amex:IMA) and Integ, Inc. (Nasdaq:NTEG), two innovators in
the fast-growing diabetes glucose monitoring market, today announced that
they have signed a definitive agreement to merge Integ into a subsidiary of
Inverness Medical Technology.
Under the terms of the agreement, all of the issued and outstanding shares of
Integ's common stock, options and warrants will be exchanged for 1.9 million
shares of Inverness Medical Technology common stock. Based upon yesterday's
closing price for Inverness common stock and the number of shares of Integ
common stock currently outstanding, each share of Integ common stock would be
exchanged for approximately 0.187 of a share of Inverness Common Stock.
Outstanding shares of Integ's preferred stock will be redeemed for cash at
the closing. The transaction is structured as a tax-free reorganization and
will be accounted for using the purchase method of accounting. The
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transaction, which is subject to approval of Integ's shareholders and other
customary closing conditions, is expected to close near year-end. Inverness
Medical Technology anticipates taking a significant charge for Integ's
in-process R&D as well as consolidation costs to be incurred in connection with
the merger.
Ron Zwanziger, CEO of Inverness Medical Technology stated, "This acquisition
provides us with advanced technology that complements and accelerates our
efforts to provide innovative glucose monitoring options for people with
diabetes. Specifically, Integ's advancements in interstitial fluid sampling
technology, which eliminates the need to draw blood, constitutes a valuable
base for the continuing improvement of diabetes self-management."
The glucose monitoring market today is being driven by technological
advancements in the areas of smaller blood sample size, faster test times, and
alternatives to finger sticking. Inverness Medical Technology has already
received FDA clearance and is delivering products that address each of these
market demands. Inverness Medical Technology's leading glucose systems are
marketed worldwide by LifeScan Inc., a Johnson and Johnson company. Integ has
developed and patented a unique technology to collect interstitial fluid
samples, the clear fluid found between the cells throughout the body. This
acquisition represents a further investment in diabetes monitoring R&D for
Inverness Medical Technology, an area in which the company has invested heavily
since its founding.
Susan Critzer, CEO of Integ stated, "We are pleased with this merger agreement.
This transaction benefits our shareholders and people with diabetes. We believe
that the combination of Integ's interstitial fluid knowledge and technology with
Inverness' well-
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established measurement technology, advanced manufacturing, and worldwide
distribution capabilities can lead the pain-free monitoring market. Inverness
Medical Technology is a strong company with a demonstrated history of FDA
clearances and operational excellence that can help our technology improve the
lives of people with diabetes."
This press release contains forward-looking statements, including statements
about the consummation and anticipated timing of the merger, 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, 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
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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.
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.
Integ, its directors, and certain of its executive officers may be considered
participants in the solicitation of proxies in connection with the merger.
Integ's directors and executive officers are: Mark B. Knudson, Ph.D., Frank
Bennett, Robert Nickloff, Walter Sembrowich, Ph.D., Winston Wallin, Susan
Critzer and Richard Mussmann. Information concerning Integ's directors and
executive officers can be found in the documents filed by Integ with the SEC.
Certain directors and executive officers of Integ may have direct or indirect
interests in the merger due to securities holdings, vesting of options, and
rights to severance payments if their employment is terminated following the
merger. In addition,
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directors and officers of Integ, after the merger, will be indemnified by
Inverness, and benefit from insurance coverage, for liabilities that may arise
from their service as directors and officers of Integ prior to the merger.
Additional information regarding the participants in the solicitation will be
contained in the proxy statement/prospectus.
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 will be hosting a conference call on October
4th, beginning at 10:30 am EST to discuss this announcement. If you would
like to participate in this conference call, please dial 888-868-9080 (U.S.
and Canada) or 973-633-1010 (International). Callers are advised to dial 10
minutes before the start of the call is scheduled to begin. A replay of the
conference call will be available through October 6th by calling 877-375-1346
(U.S. and Canada) or 402-220-1372 (International). A live and on demand
webcast of the conference call will be available online at
www.invernessmedical.com and www.streetfusion.com. Inverness Medical
Technology's press releases are available at www.invernessmedical.com.
Integ's press releases are available at www.integonline.com.
(C) Copyright 2000 by Inverness Medical Technology, Inc. All rights reserved.
