Alere Inc. Announces Tender Offer and Consent Solicitation for Any and All of
its 9.00% Senior Subordinated Notes due 2016
WALTHAM, Mass., May 10, 2013
WALTHAM, Mass., May 10, 2013 /PRNewswire/ --Alere Inc. (NYSE: ALR) (the
"Company") announced today that it has commenced a cash tender offer for any
and all of its outstanding $400 million aggregate principal amount of 9.00%
Senior Subordinated Notes due 2016 (the "Notes") (CUSIP No. 01449JAB1). The
Company also announced a concurrent consent solicitation for the adoption of
proposed amendments to the indenture dated as of May 12, 2009 among the
Company, U.S. Bank National Association (the "Trustee") and certain guarantors
named therein (as amended, supplemented or otherwise modified prior to the
date hereof, the "Indenture"), under which the Notes were issued. The tender
offer and the consent solicitation are being made on the terms and subject to
the conditions set forth in the Offer to Purchase and Consent Solicitation
Statement dated May 10, 2013 (the "Offer to Purchase"). Holders that tender
their Notes pursuant to the tender offer prior to the Withdrawal Deadline (as
defined in the Offer to Purchase) will be deemed to have consented to the
proposed amendments to the Indenture.
The offer to purchase will expire at 11:59 p.m., New York City time, on June
7, 2013 unless extended or earlier terminated (such time and date, as the same
may be extended, the "Expiration Date"). Holders of Notes ("Holders") must
tender their Notes and provide their consents to the amendments to the
Indenture before 5:00 p.m., New York City time, on May 23, 2013 (the "Consent
Date") in order to be eligible to receive the Total Consideration (as defined
below). Holders who tender their Notes after the Consent Date and before the
Expiration Date will only be eligible to receive the Tender Offer
Consideration (as defined below).
The tender offer and consent solicitation are subject to the satisfaction or
waiver of certain conditions as described in the Offer to Purchase, including
consummation of a capital markets debt offering on terms and conditions
acceptable to the Company in its sole discretion, the net proceeds of which
yield an amount sufficient to fund all of the Company's obligations under the
tender offer and the consent solicitation.
The "Total Consideration" for each $1,000 principal amount of Notes validly
tendered before the Consent Date (and not withdrawn before the Withdrawal
Deadline) and accepted for purchase is $1,050.00. The "Tender Offer
Consideration" for each $1,000 principal amount of Notes validly tendered
after the Consent Date but prior to the Expiration Date and accepted for
purchase is $1,020.00. The Tender Offer Consideration is the Total
Consideration minus the Consent Payment (as defined below). Holders who
validly tender, and do not validly withdraw, Notes accepted for payment by the
Company will also receive accrued and unpaid interest from the most recent
interest payment date for the Notes up to but excluding the applicable
The "Consent Payment" is an amount equal to $30.00 per $1,000 principal amount
of Notes and will be payable only with respect to each Note that is validly
tendered before the Consent Date and not withdrawn before the Withdrawal
Deadline. The Consent Payment is included in the calculation of the Total
Consideration and is not in addition to the Total Consideration. The payment
of the Total Consideration to the Holders who validly tender Notes and deliver
Consents on or prior to the Consent Date (and do not validly withdraw such
Notes) is not conditioned upon the receipt of the Requisite Consents (as
defined below). Holders may not tender Notes before the Withdrawal Deadline
without delivering consents with respect to such Notes, nor may Holders give
their consents in respect of any Notes they do not tender.
The proposed amendments to the Indenture would, among other modifications,
eliminate substantially all of the restrictive covenants and certain events of
default and modify certain other provisions in the Indenture. Holders of at
least a majority in principal amount of the Notes (other than Notes held by
the Company or its affiliates) (the "Requisite Consents") must consent to the
amendments to the Indenture in order for the amendments to the Indenture to
become effective. Holders who deliver their consents before the Consent Date
and do not revoke them before the Withdrawal Deadline will receive the Consent
Payment (included in the Total Consideration) if the offer is consummated.
The Company has engaged Goldman Sachs & Co. as Dealer Manager and Solicitation
Agent for the tender offer and consent solicitation. Persons with questions
regarding the tender offer and consent solicitation should contact Goldman
Sachs & Co. at (800) 828-3182 (toll-free) or (212)357-6436 (collect).
Requests for documents should be directed to i-Deal LLC, the Tender Agent and
Information Agent for the tender offer and consent solicitation, at (212)
849-3880 (brokers and bankers) or (888) 593-9546 (all others).
This press release is for information purposes only and is not an offer to
purchase, a solicitation of acceptance of the offer to purchase or a
solicitation of a consent with respect to any of the Notes. The tender offer
and consent solicitation are being made only pursuant to the tender offer and
consent solicitation documents, including the Offer to Purchase, which the
Company is distributing to Holders. The tender offer and consent solicitation
are not being made to Holders in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction.
About Alere Inc.
By developing new capabilities in near-patient diagnosis, monitoring and
health information technology, Alere enables individuals to take charge of
improving their health and quality of life at home. Alere's global leading
products and services, as well as its new product development efforts, focus
on cardiology, infectious disease, toxicology and diabetes. Alere is
headquartered in Waltham, Massachusetts.
SOURCE Alere Inc.
Contact: Doug Guarino, Director of Corporate Relations, 781 647 3900
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