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): July 9, 2008
Gen-Probe Incorporated
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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001-31279
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33-0044608 |
| (State or Other Jurisdiction of
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(Commission
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(I.R.S. Employer |
| Incorporation)
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File Number)
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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)) |
TABLE OF CONTENTS
Item 8.01. Other Events.
On July 9, 2008, Gen-Probe Incorporated (“Gen-Probe”) issued a press release announcing that
it does not intend to increase the value of its conditional tender offer to acquire 100% of the
outstanding shares, warrants and convertible bonds of Innogenetics NV. A copy of the press release is
attached as Exhibit 99.1 to this Current Report. In connection therewith,
Gen-Probe notified the CBFA, Belgium’s Banking, Finance and Insurance Commission, that Gen-Probe
has withdrawn its tender offer to acquire Innogenetics NV.
Item 9.01. Financial Statements and Exhibits.
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Description |
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99.1
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Press Release dated July 9, 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 whether Gen-Probe will increase its bid for Innogenetics
are 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 unforeseen circumstances or new developments will cause Gen-Probe to increase its
tender offer price for Innogenetics and (ii) the risk that Solvay will not complete its acquisition
of Innogenetics and that Gen-Probe will therefore make another bid for the company. 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.