Meridian Bioscience Announces Third Partial Redemption of Its 7% Convertible Subordinated Debentures
CINCINNATI--(BUSINESS WIRE)--May 9, 2005--Meridian Bioscience, Inc., (NASDAQ:VIVO) today announced that it has called for redemption on June 3, 2005, $2.5 million in principal amount of its outstanding 7% Convertible Subordinated Debentures due September 1, 2006, at par plus accrued interest. The called 7% Convertible Debentures will be selected in accordance with the applicable procedures of the Trustee, U.S. Bank, National Association, for partial redemption. Holders of 7% Convertible Debentures selected for redemption will be notified of selection.
On or prior to the close of business on June 2, 2005, holders of the 7% Convertible Debentures being called may convert their 7% Convertible Debentures into shares of common stock of Meridian Bioscience at a conversion price of $16.09 per share. On May 6, 2005, the closing price of the common stock was $17.43 per share. Holders of the 7% Convertible Debentures being called are reminded that the value of their 7% Convertible Debentures is greater than the par value redemption of $1,000 per debenture if converted into common stock when the stock price is above $16.09 per share, excluding any transaction costs. For example, at Friday's close of $17.43 per share the value of the 7% Convertible Debenture was approximately $1,081 as compared to the par value of redemption of $1,000. Holders of 7% Convertible Debentures being called are encouraged to consult with their financial advisor or broker regarding the best course of action regarding redemption or conversion. The right to convert the called 7% Convertible Debentures into common stock of Meridian Bioscience will expire at close of business on June 2, 2005. Copies of the notice of partial redemption may be obtained from U.S. Bank, National Association, trustee and paying agent for the 7% Convertible Debentures, by calling (800) 934-6802.
To the extent that holders of the called 7% Convertible Debentures do not convert their 7% Convertible Debentures into common stock of Meridian Bioscience, such 7% Convertible Debentures will be redeemed on June 3, 2005, at a redemption price of $1,000 per $1,000 face amount, plus accrued and unpaid interest to June 3, 2005.
After completion of this redemption, there will be approximately $2.3 million principal amount of 7% Convertible Debentures outstanding. This redemption is the third redemption of the 7% Convertible Debentures and is consistent with the Company's previously announced plans and intentions to make additional redemptions, at par value, prior to the maturity date of the 7% Convertible Debentures. The first redemption in the amount of $4 million was completed in March 2004 and the second redemption in the amount of $4 million was completed in January 2005.
FORWARD LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a safe harbor from civil litigation for forward-looking statements accompanied by meaningful cautionary statements. Except for historical information, this report contains forward-looking statements which may be identified by words such as "estimates", "anticipates", "projects", "plans", "seeks", "may", "will", "expects", "intends", "believes", "should" and similar expressions or the negative versions thereof and which also may be identified by their context. Such statements are based upon current expectations of the Company and speak only as of the date made. The Company assumes no obligation to publicly update any forward-looking statements. These statements are subject to various risks, uncertainties and other factors that could cause actual results to differ, including, without limitation, the following: Meridian's continued growth depends, in part, on its ability to introduce into the marketplace enhancements of existing products or new products that incorporate technological advances, meet customer requirements and respond to products developed by Meridian's competition. While Meridian has introduced a number of internally developed products, there can be no assurance that it will be successful in the future in introducing such products on a timely basis. Ongoing consolidations of reference laboratories and formation of multi-hospital alliances may cause adverse changes to pricing and distribution. Costs and difficulties in complying with laws and regulations administered by the United States Food and Drug Administration can result in unanticipated expenses and delays and interruptions to the sale of new and existing products. Changes in the relative strength or weakness of the U.S. dollar can change expected results. One of Meridian's main growth strategies is the acquisition of companies and product lines. There can be no assurance that additional acquisitions will be consummated or that, if consummated, will be successful and the acquired businesses successfully integrated into Meridian's operations.
Meridian is a fully integrated life science company that manufactures, markets and distributes a broad range of innovative diagnostic test kits, purified reagents and related products and offers biopharmaceutical enabling technologies. Utilizing a variety of methods, these products provide accuracy, simplicity and speed in the early diagnosis and treatment of common medical conditions, such as gastrointestinal, viral, and respiratory infections. Meridian diagnostic products are used outside of the human body and require little or no special equipment. The Company's products are designed to enhance patient well-being while reducing the total outcome costs of healthcare. Meridian has strong market positions in the areas of gastrointestinal and upper respiratory infections, serology, parasitology and fungal disease diagnosis. In addition, Meridian is a supplier of rare reagents and specialty biologicals along with proteins and other biologicals used by biopharmaceutical companies engaged in research for new drugs and vaccines. The Company markets its products to hospitals, reference laboratories, research centers, veterinary testing centers, physician offices and diagnostics manufacturers in more than 60 countries around the world. The Company's shares are traded through Nasdaq's National Market, symbol VIVO. Meridian's website address is www.meridianbioscience.com.
CONTACT: Meridian Bioscience, Inc.
John A. Kraeutler, 513-271-3700
SOURCE: Meridian Bioscience, Inc.