Nipro Corporation (Tokyo Stock Exchange and Osaka Stock Exchange Ticker Code 8086) and Home Diagnostics, Inc. (NASDAQ: HDIX) today announced the successful completion of the offer to purchase all outstanding shares of the common stock of Home Diagnostics, Inc. by Nipro’s wholly-owned subsidiary, Nippon Product Acquisition Corporation (the “Purchaser”).
The offer expired at 12:00 midnight, New York City time, on March 11, 2010. Based on information provided by Wells Fargo Bank, National Association, the depositary for the offer, 16,293,824 Home Diagnostics shares (including 374,405 shares tendered pursuant to guaranteed delivery procedures) were validly tendered and not withdrawn immediately prior to the expiration of the offer. The tendered shares represent approximately 95.85% of Home Diagnostics’ outstanding shares. All shares that were validly tendered and not withdrawn immediately prior to the expiration of the offer have been accepted by the Purchaser for payment. The Purchaser will pay for all such shares promptly.
The Purchaser intends to promptly effect the a short-form merger under Delaware law pursuant to which Home Diagnostics will become a wholly-owned subsidiary of Nipro. As a result of the merger, all outstanding shares of Home Diagnostics common stock (other than any (i) treasury shares, shares held by any Home Diagnostics subsidiary or shares held by Nipro or any of its subsidiaries and (ii) shares held by a holder who has not voted in favor of or consented to the merger and who has properly demanded and perfected the holder’s appraisal rights under Delaware law) will be cancelled and cease to be outstanding and will be converted into the right to receive $11.50 in cash, without interest and less any required withholding taxes.
Following the merger, Home Diagnostics’ shares will cease to be traded on the Nasdaq Global Select Market and Home Diagnostics no longer will be required to file with the U.S. Securities and Exchange Commission certain information and periodic reports.