UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 3, 2008
Gen-Probe Incorporated
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation)
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001-31279
(Commission
File Number)
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33-0044608
(I.R.S. Employer
Identification No.) |
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| 10210 Genetic Center Drive |
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| San Diego, CA
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92121 |
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(Zip Code) |
(858) 410-8000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
Item 8.01. Other Events.
On June 3, 2008, Gen-Probe Incorporated announced that it had launched an all cash tender
offer to acquire Innogenetics NV. A copy of the press release announcing the launch of
the tender offer is filed as Exhibit 99.1 to this Current Report.
Item 9.01. Financial Statements and Exhibits.
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(d) |
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The following exhibit is filed with this Current Report: |
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Description |
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| 99.1 |
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Press Release dated June 3, 2008 |
Forward-Looking Statements
Any statements in this Current Report relating to the tender offer and our expectations,
beliefs, plans, objectives, assumptions or future events or performance are not historical facts
and are forward-looking statements. These statements are often, but not always, made through the
use of words or phrases such as believe, will, expect, anticipate, estimate, intend, plan and
would. For example, statements concerning the expected benefits of the proposed acquisition and
expected financial results are all forward-looking statements. Forward-looking statements are not
guarantees of performance. They involve known and unknown risks, uncertainties and assumptions
that may cause actual results, levels of activity, performance or achievements to differ materially
from those expressed or implied. Some of these risks, uncertainties and assumptions include but
are not limited to: (i) the risks that the closing conditions of the tender offer may not be
satisfied or may take longer to satisfy than anticipated or that Solvay will increase its offer
price above our offer price, (ii) the risk that we will not successfully integrate Innogenetics or
achieve expected strategic or financial benefits, (iii) the risk that an insufficient number of
shares of Innogenetics, including the approximately 10% of the outstanding shares owned by Solvay,
will be tendered to enable us to squeeze out minority shareholders and that Innogenetics will
become a majority-owned subsidiary that remains publicly traded on the Euronext Brussels, (iv)
facts relating to Innogenetics that may affect timing, or strategic and other benefits of the
proposed acquisition, are unknown to us, and (v) the risk that we may not achieve our expected 2008
or 2009 growth, revenue, earnings or other financial targets that are assumed in our accretion
analysis. The foregoing list sets forth some, but not all, of the factors that could affect our
ability to achieve results described in any forward-looking statements. For additional information
about risks and uncertainties we face and a discussion of our financial statements and footnotes,
see documents we file with the SEC, including our most recent annual report on Form 10-K and all
subsequent periodic reports. We assume no obligation and expressly disclaim any duty to update
forward-looking statements to reflect events or circumstances after the date of this Current Report
or to reflect the occurrence of subsequent events.