Abbott Announces Extension Of Cash Tender Offer For All Outstanding Shares Of Series B Convertible Perpetual Preferred Stock Of Alere
Published: Oct 02, 2017
ABBOTT PARK, Ill., Oct. 2, 2017 /PRNewswire/ -- Abbott (NYSE: ABT) announced today that it is extending its previously announced tender offer to purchase for cash all outstanding shares of Series B Convertible Perpetual Preferred Stock (the "Preferred Stock") of Alere Inc. ("Alere") at a price of $402.00 per share of Preferred Stock, plus accrued but unpaid dividends to, but not including, the settlement date of the tender offer, net to the seller thereof in cash, without interest thereon and subject to any withholding of taxes required by applicable law (the "Offer"). The Offer is being made pursuant to an Offer to Purchase, dated July 17, 2017 (the "Offer to Purchase"), and in connection with Abbott's previously announced agreement to acquire Alere (the "Merger"). The Merger is not conditioned upon, or otherwise subject to, the completion of the Offer.
The Offer is being extended to allow additional time for the consummation of the Merger, which is a condition to the completion of the Offer. The Offer was previously scheduled to expire at 11:59 p.m.New York City time on Friday, Sept. 29, 2017, and will now expire at 11:59 p.m.New York City time on Tuesday, Oct. 3, 2017 (such date and time, as it may be extended or earlier terminated, the "Expiration Date"). If, at the Expiration Date, any of the conditions to the Offer have not been satisfied or waived, Abbott may elect to further extend the Offer for any length of time and in its sole discretion, but is under no obligation to do so.
American Stock Transfer & Trust Company, LLC, the depositary for the Offer, has advised Abbott that as of 11:59 p.m.New York City time on Friday, Sept. 29, 2017, greater than 98 percent of the issued and outstanding shares of Preferred Stock had been tendered in the Offer. Holders of Preferred Stock who have already tendered their shares do not have to re-tender their shares or take any other action as a result of the extension of the expiration of the Offer.
On Sept. 18, 2017, Alere declared a cash dividend of $3.00 per share of Preferred Stock. The dividend is payable on Oct. 16, 2017 to holders of record of the Preferred Stock at the close of business on Oct. 2, 2017. The dividend will cover the amount of all dividends accrued from and including July 1, 2017 through and including Sept. 30, 2017.
At the settlement date of the Offer (the "Tender Settlement Date"), Abbott will pay holders tendering shares of Preferred Stock $402.00 per share of Preferred Stock, plus accrued but unpaid dividends from and including Oct. 1, 2017 to, but not including, the Tender Settlement Date. Holders of record of Preferred Stock at the close of business on Oct. 2, 2017 will receive their accrued but unpaid dividends for the period from and including July 1, 2017 through and including Sept. 30, 2017 on Oct. 16, 2017, whether or not such shares of Preferred Stock are tendered in the Offer.
For more information, contact Barclays Capital Inc., the Dealer-Manager for the Offer, or D.F. King & Co., Inc., the Information Agent for the Offer.
D.F. King & Co., Inc.
Banks and Brokers Call: (212) 269-5550
Banks and Brokers Call: (212) 528-7581
Additional Information and Where to Find It
This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The Offer for the outstanding shares of Alere's Preferred Stock described in this news release is being made pursuant to an Offer to Purchase and related materials that Abbott has filed with the Securities and Exchange Commission (the "SEC") pursuant to a Schedule TO. The Schedule TO, Offer to Purchase, a related letter of transmittal and other Offer documents contain important information that should be read carefully before any decision is made with respect to the Offer. These materials (and all other documents Abbott has filed with the SEC) will be available at no charge on the SEC's website at www.sec.gov.
Abbott is a global healthcare company devoted to improving life through the development of products and technologies that span the breadth of healthcare. With a portfolio of leading, science-based offerings in diagnostics, medical devices, nutritionals and branded generic pharmaceuticals, Abbott serves people in more than 150 countries and employs approximately 94,000 people.
Visit Abbott at www.abbott.com and connect with us on Twitter at @AbbottNews.
A Caution Concerning Forward-Looking Statements
Some statements in this news release may be forward-looking statements. Abbott cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Economic, competitive, governmental, technological and other factors that may affect Abbott's operations are discussed in Item 1A, "Risk Factors," in Abbott's Annual Report on Form 10-K for the year ended Dec. 31, 2016, and are incorporated by reference. Abbott undertakes no obligation to release publicly any revisions to forward-looking statements as a result of subsequent events or developments, except as required by law.
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