WALTHAM, Mass., June 5, 2017 /PRNewswire/ -- Alere Inc. (NYSE: ALR) (the “Company”) announced today the termination of 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 is terminating the consent solicitations because the Company filed on June 5, 2017, its Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the “2016 Form 10-K”), thus curing any default or event of default that occurred or was occurring 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 2016 Form 10-K. In addition, the Company announced that it will pay a termination fee to certain holders, as described below.
The consent solicitations were made and are being terminated pursuant to the consent solicitation statement of the Company dated as of June 1, 2017 (the “Consent Solicitation Statement”).The Company has not and will not accept any consents tendered by any holder in the consent solicitations. Because the consent solicitations are being terminated, none of the waivers described in the Consent Solicitation Statement or the corresponding consent form will become effective and the notes will remain subject to the terms of the applicable indentures.
Though the Company has terminated the consent solicitations and is under no obligation to pay to any holder any of the cash payments described in the Consent Solicitation Statement, the Company is offering to pay a termination fee cash payment equal to $1.00 for each $1,000 principal amount of Notes (the “Termination Fee”) for which holders either (1) have already delivered a valid, duly executed and unrevoked consent pursuant to the Consent Solicitation Statement, or (2) deliver a valid, duly executed and unrevoked consent pursuant to the Consent Solicitation Statement prior to 5:00 p.m., New York City time, on June 7, 2017. Delivery of a consent will have no effect other than giving the holder the right to receive the Termination Fee. No payments will be made in connection with the terminated consent solicitations other than the Termination Fee.
Any questions regarding the termination of the consent solicitations or the Termination Fee should be directed to the Information and Tabulation Agent, D.F. King & Co., Inc., Attention: Andrew Beck, at (800) 829-6551 (toll free) or (212) 269-5550 (banks and brokers) (collect). J.P. Morgan and Goldman Sachs acted as Co-Solicitation Agents in connection with the consent solicitations.
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.
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 possibility that the reviews (the “Reviews”) described in the Company’s (a) Form 12b-25 filed on February 28, 2017 (the “February 12b-25"), (b) Form 8-K filed on March 15, 2017 (the “March 8-K”), (c) Form 8-K filed on April 17, 2017 (the “April 8-K”), (d) Form 12b-25 of the Company dated May 11, 2017 (the “May 12b-25") and (e) Form 8-K of the Company dated May 22, 2017 (the “May 8-K”) uncover a misstatement or misstatements in revenue recognition that are greater than the ranges or amounts provided in the February 12b-25, the March 8-K, the April 8-K, the May 12b-25 or the May 8-K which may be material in amount, or uncover misstatements or adjustments with respect to other matters; (ii) the risk that the Reviews uncover misstatements or adjustments that impact total amount of revenue reported; (iii) the risk that the Reviews will uncover circumstances that require additional material weaknesses in internal control; (iv) the risk that these or other risk factors impact the expected timing of the filing of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 and (v) the risk factors detailed in Part I, Item 1A, “Risk Factors” of the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2016 (as filed with the SEC on June 5, 2017) 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.
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.
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SOURCE Alere Inc.
