Termination Notice of Merger Agreement between Biosite Incorporated and Beckman Coulter, Inc.
Biosite Incorporated has formally notified Beckman Coulter, Inc. and Louisiana Acquisition Sub, Inc. of the termination of their Agreement and Plan of Merger, originally dated March 24, 2007, and amended on May 1, 2007. This notice, sent under Section 7.2 of the Merger Agreement, makes the termination effective immediately, except for any provisions that survive as specified in the agreement. The letter is signed by Biosite's Vice President of Legal Affairs and sent to Beckman Coulter's General Counsel.
Exhibit 10.1
[ BIOSITE LOGO ]
May 17, 2007
BY FACSIMILE
Beckman Coulter, Inc.
Louisiana Acquisition Sub, Inc.
4300 N. Harbor Boulevard
P.O. Box 3100
Fullerton, CA ###-###-#### USA
Attention: General Counsel
Facsimile: (714) 773-7936; (714) 773-8543
Re: Termination Notice
Dear Arnie:
Reference is made to that certain Agreement and Plan of Merger dated as of March 24, 2007, among Biosite Incorporated (the “Company”), Beckman Coulter, Inc. and Louisiana Acquisition Sub, Inc., as amended by that certain Amendment to Agreement and Plan of Merger dated as of May 1, 2007 (as amended, the “Merger Agreement”).
This letter constitutes written notice under Section 7.2 of the Merger Agreement. By delivering this letter, the Company terminates the Merger Agreement pursuant to Section 7.1(f) thereof. Effective immediately, the Merger Agreement is terminated and shall be of no further force or effect except as otherwise provided in Section 7.2 of the Merger Agreement.
| Very truly yours, | ||
| Biosite Incorporated | ||
| By: | /s/ David B. Berger | |
| Name: David B. Berger | ||
| Title: Vice President, Legal Affairs | ||
| cc: | Fred Muto, Esq., Cooley Godward Kronish LLP |
| Paul D. Tosetti, Esq., Latham & Watkins LLP |
| Cary K. Hyden, Esq., Latham & Watkins LLP |
| Jonn R. Beeson, Esq., Latham & Watkins LLP |
