Nipro Corporation (Tokyo Stock Exchange and Osaka Stock Exchange Ticker Code 8086), through its wholly-owned subsidiary Nippon Product Acquisition Corporation (the “Purchaser”), today commenced a cash tender offer to purchase all outstanding shares of Home Diagnostics, Inc. (NASDAQ: HDIX) pursuant to an Agreement and Plan of Merger among Nipro, the Purchaser and Home Diagnostics dated February 2, 2010 (the “Merger Agreement”).
Upon the successful completion of the tender offer, stockholders of Home Diagnostics will receive $11.50 in cash, without interest and less any required withholding taxes, for each share of Home Diagnostics common stock tendered in the offer. Following the successful completion of the offer, the Purchaser will be merged with and into Home Diagnostics, with Home Diagnostics continuing as the surviving corporation. As a result of the merger, Home Diagnostics will become a wholly-owned subsidiary of Nipro.
The board of directors of Home Diagnostics has unanimously approved the Merger Agreement and the transactions contemplated thereby and recommended that stockholders tender their shares to the Purchaser pursuant to the tender offer. The directors of Home Diagnostics have also entered into separate Stockholder Agreements with the Nipro and the Purchaser under which each director has agreed to tender all of his Home Diagnostics shares pursuant to the tender offer. The directors party to the Stockholders Agreements held an aggregate of approximately 15.33% of the outstanding Home Diagnostics shares as of February 2, 2010. In addition, Home Diagnostics has granted an option to the Purchaser, exercisable under certain circumstances, to purchase additional shares from Home Diagnostics if after the exercise of the option the Purchaser would own enough shares to effect a short-form merger without a vote of the Home Diagnostics’ stockholders pursuant to Delaware law.
Nipro today filed with the Securities and Exchange Commission a Tender Offer Statement on Schedule TO that provides the terms of the tender offer and explains the procedures by which stockholders may tender their shares and participate in the tender offer. Home Diagnostics has concurrently filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 that includes the recommendation of its board of directors that Home Diagnostics stockholders accept the tender offer and tender their shares to the Purchaser.