Alere Inc. Announces Plan For Initial Public Offering By BBI Diagnostics Group plc

Alere Inc. Announces Plan For Initial Public Offering By BBI Diagnostics Group
                                     plc

PR Newswire

WALTHAM, Mass., April 29, 2014

WALTHAM, Mass., April 29, 2014 /PRNewswire/ --Alere Inc. (NYSE:ALR) today
announced plans to pursue an initial public offering in the United Kingdom of
the ordinary shares of BBI Diagnostics Group plc, or BBI Diagnostics, a new
subsidiary formed for purposes of the offering. It is anticipated that
substantially all of the net proceeds of the offering, as well as the net
proceeds of a new debt facility to be entered into by BBI Diagnostics at the
time of the offering, would be used by Alere to pay down outstanding debt.
The price range for the offering has not yet been determined, nor has the
amount of new debt that BBI Diagnostics will issue.

BBI Diagnostics will apply to the United Kingdom Financial Conduct Authority,
or FCA, for the shares to be admitted to the standard listing segment of the
Official List of the FCA and to trading on the Main Market of the London Stock
Exchange.

Alere expects that it will sell a 25% ownership interest in BBI Diagnostics in
the offering. In addition, BBI Diagnostics' debt facility, the proceeds of
which will be paid to Alere as partial payment for the businesses comprising
BBI Diagnostics, is expected to be funded at a level equal to approximately
two to three times BBI Diagnostics' normalized earnings before interest,
taxes, depreciation and amortization. It is currently expected that the
initial public offering will take place around the end of the second quarter
of 2014.

Ron Zwanziger, Chairman, Chief Executive Officer and President of Alere, said,
"We are excited to announce our plans for an IPO of BBI Diagnostics, which we
have been preparing for since last year. BBI Diagnostics is a valuable and
growing business with a strong management team, but its lines of business are
non-core to our focus on point-of-care products for the diagnosis and
management of chronic disease. The transaction will allow Alere to deliver on
its commitment to reduce debt through divestitures of selected non-core
assets. We expect that the offering will provide Alere with substantial
proceeds to pay down debt as well as the opportunity to benefit from potential
increases in the value of our remaining ownership interest in BBI
Diagnostics. Depending on market conditions and other factors, we may sell
additional shares of BBI Diagnostics over time, which would allow us to
continue to pay down debt with any proceeds. For the foreseeable future, we
expect that we would retain a majority interest in BBI Diagnostics."

BBI Diagnostics is a diversified global diagnostics business focused on high
value specialist markets. BBI Diagnostics develops, manufactures and
distributes a broad range of reagents which can be used in numerous diagnostic
tests and advanced laboratory diagnostic instruments. BBI Diagnostics also
manufactures a number of other diagnostic products with applications in the
healthcare and related industries.

BBI Diagnostics will include the following businesses, which Alere will
transfer to BBI Diagnostics at the time of the offering: (i) substantially
all of the operations of the BBI Holdings group of companies, most notably its
diversified reagent manufacturing business, as well as its biothreat detection
and healthcare businesses; (ii) the laboratory immunoassay business of the
Axis-Shield group of companies; (iii) Alere's 50% interest in Swiss Precision
Diagnostics GmbH, or SPD, a leading supplier of home pregnancy and fertility
testing products sold under the Clearblue® and other brands as well as under
private label; (iv) the First Check consumer diagnostics business; and (v)
the Bionote animal health diagnostics business.

The financial statements of BBI Diagnostics will be presented in British
pounds sterling on a combined basis and in accordance with International
Financial Reporting Standards, or IFRS. On a combined basis, the revenue,
profit for the year and adjusted earnings before net finance cost, tax credit,
depreciation, amortization, impairment of intangible assets and share of
profit from SPD, or Adjusted non-IFRS EBITDA^1 were as follows:

                           Year Ended December 31,
                           2011     2012     2013
                           (in millions) (unaudited)
Revenue                    £60.7    £83.2    £86.9
Profit for the year        £6.3     £4.5     £17.9
Adjusted non-IFRS EBITDA^2 £15.2    £25.6    £26.7
Share of profit from SPD   £3.5     £6.0     £10.5
Cash dividends from SPD^3  £0       £7.2     £17.9



Alere intends to enter into various agreements with BBI Diagnostics in
connection with the offering and related reorganization, including a
transitional services agreement, various intellectual property licenses and a
relationship agreement governing certain aspects of the ongoing relationship
between Alere and BBI Diagnostics. Alere anticipates that it would initially
retain the right to nominate up to two individuals to serve on the board of
directors of BBI Diagnostics and that a majority of the BBI Diagnostics' board
at the time of the offering will consist of directors who meet applicable
standards of independence from Alere and BBI Diagnostics.

The offering is subject to completion of ongoing regulatory review,
satisfactory market conditions and receipt of all necessary approvals,
including approvals from the lenders under Alere's secured credit facility and
the holders of notes outstanding under Alere's various indentures. There can
be no assurance regarding the ultimate timing of the proposed transaction or
that the transaction will be completed.

The offering is being conducted outside the United States in reliance on
Regulation S under the Securities Act of 1933, as amended. A portion of the
shares may be offered in private placements or similar transactions outside
the United Kingdom, including sales to qualified institutional buyers in the
United States pursuant to Rule 144A under the Securities Act of 1933, as
amended. It is not anticipated that the ordinary shares would be listed for
trading in the United States or that BBI Diagnostics would become a reporting
issuer under the Securities Exchange Act of 1934, as amended.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements that involve risks and
uncertainties. For example, forward-looking statements include statements
regarding the proposed initial public offering by BBI Diagnostics, the terms
and conditions of the reorganization to create BBI Diagnostics, the businesses
to be included in BBI Diagnostics, the terms and conditions of agreements
between Alere and BBI Diagnostics, the anticipated BBI Diagnostics debt
facility, the amount and use of proceeds of the offering and the BBI
Diagnostics debt facility, the timing of the proposed offering, future sales
of shares of BBI Diagnostics, the period during which Alere will retain a
majority interest in BBI Diagnostics and the dividends payable by SPD. The
actual results achieved could differ materially from the statements made in
this press release. Factors that might cause these differences include, but
are not limited to, conditions in the UK and global equity and debt markets,
adverse changes in the BBI Diagnostics or SPD businesses (such as the loss of
a significant customer, regulatory issues or supply problems), adverse
reaction to the proposed transaction from customers, suppliers or others, the
extent and duration of regulatory review, the risk that Alere will not receive
necessary consents to the proposed transaction from its lenders, holders of
its notes and other third parties, changes in Alere's assessment of the tax
consequences of the transaction, and unanticipated legal or other obstacles to
the transaction. Alere does not assume any obligation to update any
forward-looking statements to reflect new information and developments.

Reconciliation of Non-IFRS Financial Measures The following table presents a
numerical reconciliation of BBI Diagnostics' profit for the year to Adjusted
non-IFRS EBITDA:

                                Year Ended December 31,
                                2011     2012     2013
                                (in millions) (unaudited)
Profit for the year             £6.3     £4.5     £17.9
Tax credit                      (0.7)    (4.4)    (0.3)
Net finance cost                3.0      2.1      2.7
Depreciation                    1.8      2.4      2.3
Amortization                    7.7      15.0     14.6
Impairment of intangible assets 0.6      12.0     –
Share of profit from SPD        (3.5)    (6.0)    (10.5)
Adjusted non-IFRS EBITDA        £15.2    £25.6    £26.7



The financial information above for BBI Diagnostics may not be representative
of future results. For example, the historical capital and Board structure do
not reflect the future capital and Board structure. Future interest income and
expense, certain operating costs, tax charges and dividends may be
significantly different from those that resulted from being part of Alere.
BBI Diagnostics estimates that the additional expenses that it will incur as a
result of being a public company and operating independently of Alere will be
in the general range of £2.0 million to £3.0 million in 2014. These expenses
are expected to be reflected as administrative expenses in BBI Diagnostics'
future accounts.

In addition a significant proportion of the BBI Diagnostics' sales are made in
US dollars as shown below. BBI Diagnostics will report in sterling and thus
future financial results will be impacted by exchange rate movements. The
following table presents the main exchange rates during the periods:

                                          Exchange rates
                                          2011 2012 2013
US Dollar to £1 Sterling average for year 1.60 1.58 1.56
% of sales invoiced in US Dollars         59%  66%  67%

IMPORTANT NOTICES

This press release does not constitute an offer of securities for sale in the
United States, nor may the securities be offered or sold in the United States
absent registration or an exemption from registration as provided in the
Securities Act of 1933, as amended, and the rules and regulations thereunder.
There is no intention to register any portion of the offering in the United
States or to conduct a public offering of securities in the United States.

The information contained herein does not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction.

This communication does not constitute an offer of securities to the public in
the United Kingdom. Consequently, this communication is directed only at (i)
persons who are outside the United Kingdom or (ii) persons who have
professional experience in matters relating to investments falling within
Article 19(1) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"), (iii) high net worth entities falling
within Article 49(2) of the Order and (iv) other persons to whom it may
lawfully be communicated (all such persons together being referred to as
"relevant persons"). Any investment activity to which this communication
relates will only be available to, and will only be engaged with, relevant
persons. Any person who is not a relevant person should not act or rely on
this document or any of its contents.

Copies of this announcement are not being made and may not be distributed or
sent into Canada, Australia or Japan.

In connection with the sale of securities referred to herein, one or more
parties named as the stabilizing manager(s) (or persons acting on behalf of
any stabilizing manager(s)) may over allot securities or effect transactions
with a view to supporting the market price of the securities at a level higher
than that which might otherwise prevail. However, there is no assurance that
the stabilizing manager(s) (or persons acting on behalf of any stabilizing
manager(s)) will undertake stabilization action. Any stabilization action may
begin on or after the date on which adequate public disclosure of the terms of
the offer of the securities is made and, if begun, may be ended at any time,
but it must end no later than the earlier of 30 days after the issue date of
the securities and 60 days after the date of the allotment of the securities.
Any stabilization action or over allotment must be conducted by the relevant
stabilizing manager(s) (or person(s) acting on behalf of any stabilizing
manager(s)) in accordance with all applicable laws and rules.

[1] Adjusted non-IFRS EBITDA is not a financial measure prepared in accordance
with IFRS, as it excludes amounts required by IFRS to be reflected in profit
for the year. A numerical reconciliation of BBI Diagnostics' Adjusted
non-IFRS EBITDA to its profit for the year is included below.

[2] This does not include BBI's share of earnings from the SPD joint venture

[3] It is not expected that SPD will continue to pay dividends at the same
rate as in 2013, when dividends were exceptionally high



SOURCE Alere Inc.

Website: http://www.alere.com
Contact: Doug Guarino Director of Corporate Relations 781-647-3900
 
Press spacebar to pause and continue. Press esc to stop.