WALTHAM, Mass., May 4, 2017 /PRNewswire/ -- Alere Inc. (NYSE: ALR) (the “Company”) announced today certain modifications to the previously announced consent solicitations relating to the Company’s 6.500% Senior Subordinated Notes due 2020, 6.375% Senior Subordinated Notes due 2023 and 7.250% Senior Notes due 2018 (collectively, the “Notes”). The Company has:
(1) modified the amount the Company is offering to pay to each holder of Notes in respect of which such holder validly delivers (and does not revoke) a consent prior to the Expiration Date (as defined below) to extend the deadline for delivery of certain financial information and to waive through and until 5:00 p.m., New York City time, on June 15, 2017 (such time and date, the “Waiver Date”), any default or event of default that occurred, is continuing or may occur under the indentures for the Notes (and its consequences) in connection with any failure to timely file with the Securities and Exchange Commission (the “SEC”) or to timely furnish to the relevant trustees pursuant to the indentures, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the “2016 Form 10-K”), to $17.50 for each $1,000 principal amount of Notes (the “Consent Fee”) (from $2.50 for each $1,000 principal amount of Notes); and
(2) modified the amount the Company is offering to pay to each holder of Notes, in lieu of the Consent Fee, in respect of which such holder validly delivers (and does not revoke) a consent prior to the Expiration Date in the event, at any time prior to the market open on May 8, 2017, we file with the SEC the 2016 Form 10-K and we terminate the consent solicitations, to $10.00 for each $1,000 principal amount of Notes (the “Consent Termination Fee”) (from $1.00 for each $1,000 principal amount of Notes).
Each consent solicitation will expire at 5:00 p.m., New York City time, on May 5, 2017 unless extended or earlier terminated (such time and date, as the same may be extended or earlier terminated with respect to a consent solicitation, the “Expiration Date”).
The modifications amend and supplement, and supersede to the extent inconsistent with, the consent solicitation statement dated as of May 1, 2017 and, to the extent applicable, the consent form and any other related documents. Except as otherwise provided by the modifications, all other terms and provisions of the consent solicitation statement dated as of May 1, 2017 shall remain in full force and effect, unmodified by the modifications.
For a complete statement of the terms and conditions of the consent solicitations, holders of the Notes should refer to the consent solicitation statement dated as of May 1, 2017, as amended and supplemented, and the related consent form. The conditions to the consent solicitations are for the sole benefit of the Company, and may be waived by the Company at any time as described in the consent solicitation statement. The Company may terminate, extend or amend all, or any, of the consent solicitations at any time.
The Company has engaged J.P. Morgan Securities LLC to act as Solicitation Agent in connection with the consent solicitations. Questions regarding the consent solicitations may be directed to J.P. Morgan Securities LLC, Attention: Liability Management Group, at (866) 834-4666 (toll free) or (212) 834-4811/(212) 270-0844 (collect). D.F. King & Co., Inc. is serving as the Information and Tabulation Agent in connection with the consent solicitations. Requests for assistance in delivering consents or for additional copies of the consent solicitation statement should be directed to the Information and Tabulation Agent, Attention: Andrew Beck, at (800) 829-6551 (toll free) or (212) 269-5550 (banks and brokers) (collect).
This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities, including the Notes. The consent solicitations are being made solely by the consent solicitation statement, as amended and supplemented, and the related consent form and are subject to the terms and conditions stated therein. The consent solicitations are not being made to, and the consents are not being solicited from, holders of Notes in any jurisdiction in which it is unlawful to make such consent solicitations or grant such consents. No recommendation is made, or has been authorized to be made, as to whether or not holders of a particular series of Notes should consent to the adoption of the waivers pursuant to the applicable consent solicitation. The Company reserves the right, in its sole discretion, to modify the consent solicitation statement or to terminate any or all of the consent solicitations.
About Alere
Alere believes that when diagnosing and monitoring health conditions, Knowing now matters. Alere delivers reliable and actionable information through rapid diagnostic tests, resulting in better clinical and economic healthcare outcomes globally. Headquartered in Waltham, Mass., Alere focuses on rapid diagnostics for infectious disease, cardiometabolic disease and toxicology.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Readers can identify these statements by forward-looking words such as “may,” “could,” “should,” “would,” “intend,” “will,” “expect,” “anticipate,” “believe,” “estimate,” “continue,” “goal,” “budget” or similar words. A number of important factors could cause actual results of the Company and its subsidiaries to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, (i) the risk that the review (the “Review”) described in the Company’s (a) Form 12b-25 filed on March 1, 2017 (the “12b-25"), (b) Form 8-K filed on March 15, 2017 (the “March 8-K”) and (c) Form 8-K filed on April 17, 2017 (the “April 8-K”), is not completed in a timely manner; (ii) the possibility that the Review uncovers a misstatement or misstatements in revenue recognition that are greater than the ranges provided in the 12b-25, the March 8-K or the April 8-K, which may be material in amount, or uncovers misstatements with respect to other matters; (iii) the risk that the Review uncovers misstatements that impact total amount of revenue reported; (iv) the risk that the Review will uncover circumstances that require additional material weaknesses in internal control; (v) the risk that these or other risk factors impact the expected timing of the filing of the 2016 Form 10-K; (vi) the risk that our failure to file the 2016 Form 10-K in a timely manner leads to the acceleration of the maturity of certain of our indebtedness; and (vii) the risk factors detailed in Part I, Item 1A, “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (as filed with the SEC on August 8, 2016) and other risk factors identified herein or from time to time in the Company’s periodic filings with the SEC. Readers should carefully review these risk factors, and should not place undue reliance on the Company’s forward-looking statements. These forward-looking statements are based on information, plans, goals, and estimates at the date of this document. The Company undertakes no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.
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SOURCE Alere Inc.
