Alere Inc. Announces Commencement of Consent Solicitation Related to its
7.250% Senior Notes due 2018, 8.625% Senior Subordinated Notes due 2018 and
6.500% Senior Subordinated Notes due 2020.
WALTHAM, Mass., May 21, 2014
WALTHAM, Mass., May 21, 2014 /PRNewswire/ -- Alere Inc. (NYSE: ALR) (the
"Company") announced today that it has commenced a consent solicitation
relating to its 7.250% Senior Notes due 2018 (the "7.250% Notes"), its 8.625%
Senior Subordinated Notes due 2018 (the "8.625% Notes") and its 6.500% Senior
Subordinated Notes due 2020 (the "6.500% Notes," and, together with the 7.250%
Notes and the 8.625% Notes, the "Notes"). The Company is soliciting the
consents of the requisite holders of the Notes as of the record date set forth
in the solicitation documents (the "Solicitation Documents") to certain
waivers (the "Proposed Waivers") and amendments (the "Proposed Amendments"
and, together with the Proposed Waivers, the "Proposed Waivers and
Amendments") of provisions of the indentures governing the Notes (the
The primary purpose of the Proposed Waivers and Amendments is to (i) waive the
provisions of each of the Indentures as necessary in order to allow the
Company and its subsidiaries to enter into, consummate the transactions
contemplated by, and perform their obligations with respect to the BBI
Transaction (as defined below), and (ii) modify certain provisions of each of
the Indentures as set forth in the Proposed Amendments, in each case subject
to the satisfaction of certain requirements. The permissions created by the
Proposed Waivers and Amendments would be in addition to all other existing
permissions and exceptions under the restrictive covenants in the respective
Indentures (as modified by the Proposed Waivers and Amendments), which
permissions and exceptions will (except as modified by the Proposed Waivers
and Amendments) remain in place, will not be reduced by the Proposed
Amendments, will continue to be calculated in the same manner and may, where
applicable,increase in accordance with their terms.
The "BBI Transaction" is broadly defined in the Solicitation Documents as the
previously announced proposed initial public offering by the Company's
subsidiary BBI Diagnostics Group plc ("BBI") of its ordinary shares in the
United Kingdom and the sale of such shares in certain other jurisdictions,
together with the related transactions anticipated to be conducted by the
Company and its subsidiaries in connection therewith as previously announced
by the Company.
The implementation of the Proposed Waivers and Amendments is subject to the
valid delivery of consents by holders (as of the relevant record date) of
Notes constituting a majority of the outstanding principal amount of the
7.250% Notes, a majority of the outstanding principal amount of the 8.625%
Notes and a majority of the outstanding principal amount of the 6.500% Notes,
respectively, (collectively, the "Requisite Consents"), the acceptance of the
consents by the Company, as well as the other conditions set forth the
Solicitation Documents, including the execution of supplemental indentures
effecting the Proposed Waivers and Amendments with respect to the Indentures.
If these conditions are satisfied or waived, and the Proposed Waivers and
Amendments are implemented , the Proposed Waivers and Amendments will become
operative only upon the Company's making consent payments to holders (as of
the record date) of Notes who validly deliver and do not revoke their consents
on or before the applicable expiration date. However, the fact that the
Requisite Consents are received (and not revoked) on or before the expiration
date will not obligate the Company to accept any consents, and acceptance of
the consents will not obligate the Company to implement the Proposed Waivers
and Amendments, to make the Proposed Waivers and Amendments operative by
paying the consent fee (which payment shall be in the Company's sole
discretion) or to consummate the BBI Transaction.
The solicitation of consents is scheduled to end at 5:00 p.m., New York City
time, on June 4, 2014, unless extended or earlier terminated.
Jefferies LLC is acting as the solicitation agent and IPREO LLC is acting as
the information and tabulation agent in connection with the consent
solicitation. Additional information concerning the terms of the consent
solicitation and copies of the Solicitation Documents may be obtained from
IPREO by holders (as of the record date) of the Notes. IPREO may be
contacted at (888) 593-9546 (toll free) or (212) 849-3880.
This press release shall not constitute a solicitation of consents with
respect to the Notes. The consent solicitation may only be made in accordance
with and subject to the terms and conditions specified in the Solicitation
Documents, which more fully set forth the terms and conditions of the consent
Cautionary Note Regarding Forward-Looking Statements
This press release includes forward-looking statements within the meaning of
the federal securities laws, including statements regarding the expected
timing of the completion of the consent solicitations and the Company's
intention to consummate the BBI Transaction. These statements reflect the
Company's current views with respect to future events and are based on
management's current assumptions and information currently available. Actual
results, activities and events may differ materially due to numerous factors
including, without limitation, risks associated with general economic and
market conditions, conditions in the United Kingdom and global equity and debt
markets, adverse changes in the business of BBI and its proposed subsidiaries,
adverse reaction to the proposed BBI Transaction from customers, suppliers or
others, the extent and duration of regulatory review, the risk that the
Company will not receive the necessary consents to the proposed transactions
as contemplated under the consent solicitation referenced herein, from the
Company's other lenders and from other required third parties, changes in the
Company's assessment of the tax consequences of the proposed transaction,
unanticipated legal or other obstacles to the proposed transaction, and
closing conditions. The Company undertakes no obligation to update any
forward-looking statements contained herein.
IMPORTANT NOTICES REGARDING THE BBI TRANSACTION
This press release does not constitute an offer to buy or sell or the
solicitation of an offer to buy or sell any of the securities described or
otherwise referred to in this press release (including, without limitation,
the ordinary shares of BBI (the "BBI Securities") referred to herein) or any
of the documents referenced herein. There shall not be any sale of the
securities described or otherwise referred to herein (including, without
limitation, the BBI Securities) in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to registration, exemption from
registration or qualification under the securities laws of any such
jurisdiction. The offer and sale of the securities described or otherwise
referred to herein (including, without limitation, the BBI Securities) in the
United States may only be made pursuant to registration under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), and registration or
qualification under the securities laws of other applicable jurisdictions or
exemptions from such laws. The Company has no intention to register the offer
and sale of any such securities under the Securities Act or other securities
laws or to conduct a public offering of such securities in the United States.
This press release does not constitute an offer of securities to the public in
the United Kingdom. Consequently, this press release 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 being referred to as "relevant
persons"). Any investment activity to which this communication relates will
only be available to, and will only be engaged in with, relevant persons. Any
person who is not a relevant person should not act or rely on this press
release 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.
SOURCE Alere Inc.
Contact: Doug Guarino, Director of Corporate Relations (781) 647-3900
Press spacebar to pause and continue. Press esc to stop.