Alere Provides Notice To Holders Of Series B Convertible Perpetual Preferred Stock
Published: Aug 11, 2017
WALTHAM, Mass., Aug. 11, 2017 /PRNewswire/ -- Alere Inc. (NYSE: ALR) ("Alere" or the "Company"), a global leader in rapid diagnostic tests, today is announcing the following, and will also be sending a corresponding notice to holders of its Series B Convertible Perpetual Preferred Stock by mail notifying them of the following:
As you may know, Alere has entered into an Agreement and Plan of Merger, dated as of January 30, 2016, as amended on April 13, 2017 (the "Merger Agreement"), with Abbott Laboratories ("Abbott"), providing for, subject to the satisfaction or waiver (if permissible under applicable law) of specified conditions, the acquisition of Alere by Abbott at a price of $51.00 per share of common stock in cash (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Abbott. Capitalized terms used but not defined herein shall have the meanings set forth in the Certificate of Designations, Preferences and Rights (the "Certificate of Designations") of Alere's Series B Convertible Perpetual Preferred Stock (the "Convertible Preferred Stock").
As previously communicated in the "Updated Questions and Answers about Alere's Series B Preferred Stock" filed by the Company with the Securities and Exchange Commission (the "SEC") on Schedule 14A on May 1, 2017 (the "Updated Q&A"), the Merger, when and if consummated, will constitute both a Fundamental Change and a Make-Whole Fundamental Change under the Certificate of Designations. For a Make-Whole Fundamental Change, Section 9(b) of the Certificate of Designations requires the Company to use its best efforts to provide notice to holders of the Convertible Preferred Stock of the anticipated Effective Date of the proposed Make-Whole Fundamental Change and the proposed increase in the Series B Conversion Rate in connection therewith.
Accordingly, this letter serves as the Company's notice to holders of the Convertible Preferred Stock that:
- the anticipated Effective Date of the Merger is on or before September 30, 2017, depending on the satisfaction of the closing conditions to the Merger, as described more fully in the Merger Agreement and the proxy statement filed by the Company with the SEC on Schedule 14A on June 6, 2017 and subsequently mailed to the stockholders of the Company, and
- as previously communicated in the Updated Q&A, the Series B Conversion Rate would equal approximately 7.8431 during the time periods specified in the Certificate of Designations, assuming that the Market Value as of the closing of the Merger is equal to $51.00 per share of Common Stock. On this basis, a holder converting its shares of Convertible Preferred Stock in connection with the Merger would receive $400 per share of Convertible Preferred Stock, plus accrued but unpaid dividends.
As required by the Certificate of Designations, within ten (10) Trading Days after the Effective Date of the Merger, the Company will provide a subsequent notice to the holders of Convertible Preferred Stock that states, among other things, the time periods in which the Convertible Preferred Stock may be converted pursuant to the Fundamental Change provisions of the Certificate of Designations and the procedures that must be followed in connection with such conversion.
This notice is required by the terms of the Certificate of Designations, and is not being sent in respect of, and is not a recommendation or solicitation with respect to, the offer by Abbott Laboratories to purchase for cash all outstanding shares of Convertible Preferred Stock (the "Offer"). Holders that convert their shares of Convertible Preferred Stock in connection with the Merger may not separately tender such shares in the Offer. As set forth in the Solicitation/Recommendation Statement filed by the Company with the SEC on Schedule 14D-9 on July 21, 2017, Alere makes no recommendation, expresses no opinion and remains neutral regarding whether holders of shares of Preferred Stock should participate in the Offer.
In order to surrender your shares of Convertible Preferred Stock for conversion as described herein, please contact Computershare, the transfer agent for the Convertible Preferred Stock, at (877) 282-1168.
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" or similar words. A number of important factors could cause actual results of Alere 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 proposed merger with Abbott may not be completed in a timely manner or at all; (ii) the possibility that any or all of the various conditions to the consummation of the merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (iv) the effect of the announcement or pendency of the transactions contemplated by the merger agreement on Alere's ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (v) risks related to diverting management's attention from Alere's ongoing business operations; (vi) the risk that stockholder litigation in connection with the transactions contemplated by the merger agreement may result in significant costs of defense, indemnification and liability; and (vii) the risk factors detailed in Part I, Item 1A, "Risk Factors," of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (as filed with the Securities and Exchange Commission on June 5, 2017) and other risk factors identified herein or from time to time in our periodic filings with the SEC. Readers should carefully review these risk factors, and should not place undue reliance on our forward-looking statements. These forward-looking statements are based on information, plans and estimates at the date of this communication. We undertake no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.
Alere believes that when diagnosing and monitoring health conditions, Knowing now matters. Alere delivers reliable and actionable information by providing rapid diagnostic tests, enhancing clinical and economic healthcare outcomes globally. Headquartered in Waltham, Mass., Alere focuses on rapid diagnostics for cardiometabolic disease, infectious disease and toxicology. For more information on Alere, please visit www.alere.com.
SOURCE Alere Inc.