WALTHAM, Mass., June 7, 2011 /PRNewswire/ -- Alere Inc. (NYSE: ALR) (the "Company") announced today that it has extended the expiration dates for each of its previously announced consent solicitations relating to its 9.0% Senior Subordinated Notes due 2016 (the "9.0% Notes"), 8.625% Senior Subordinated Notes due 2018 (the "8.625% Notes") and 7.875% Senior Notes due 2016 (the "7.875% Notes," and, together with the 9.0% Notes and the 8.625% Notes, the "Notes"). In addition, the Company announced that it has increased the maximum aggregate fees payable to holders of the Notes as of the applicable record dates set forth in the solicitation documents, as supplemented (the "Solicitation Documents"), in connection with the consent solicitations. The consent solicitations solicit the consents of the requisite holders of the Notes as of the applicable record dates set forth in the Solicitation Documents, in relation to certain amendments to the indentures governing the Notes (together, the "Proposed Modifications"), including amendments to the covenants in the indentures entitled "Limitations on Restricted Payments" in order to permit the Company to repurchase equity interests in the Company from time to time for aggregate cash consideration of up to $200.0 million and certain related modifications (the "Restricted Payments Amendments").
The consent solicitations will expire at 5:00 p.m., New York City time, on June 8, 2011, unless further extended or earlier terminated. The consent solicitations were previously scheduled to expire at such time on June 7, 2011. The extension of the expiration date relates to both the consent solicitation with respect to proposed amendments and waivers relating to the setting of record dates for certain purposes under the indentures governing the Notes and the consent solicitation with respect to the Restricted Payments Amendments.
The Company previously announced maximum aggregate consent fees related to the Proposed Modifications of 1.75% of the aggregate principal amount of the outstanding Notes. The Company has increased the consent fee payable to holders of Notes as of the applicable record date who consent to the Restricted Payments Amendments. As a result, the maximum aggregate consent fees that may become payable to holders of the outstanding Notes in connection with these consent solicitations is now 2.25% of the aggregate principal amount of the Notes.
The implementation of the Proposed Modifications is subject to the valid delivery of consents by holders of the Notes (as of the applicable record date) with respect to a majority of the outstanding principal amount of the 9.0% Notes, the 8.625% Notes and the 7.875% Notes, respectively, as well as the other conditions set forth in the Solicitation Documents. If these conditions are satisfied or waived, and the Proposed Modifications are implemented, the Company will make consent payments to holders who have validly delivered and not validly revoked their consents on or before the applicable expiration date. In addition, in certain circumstances, the Company will pay a lesser fee to holders of the Notes as of the applicable record date who do not consent to the Restricted Payments Amendments.
Jefferies & Company, Inc. is acting as the solicitation agent and i-Deal LLC is acting as the information and tabulation agent in connection with the consent solicitations. Additional information concerning the terms of the consent solicitations and copies of the Solicitation Documents, including the supplement to the Restricted Payments Amendments Solicitation Documents that provides for the increase in the consent fee payable to the applicable consenting holders of Notes, may be obtained by holders of Notes as of the applicable record date from the information and tabulation agent. The information and tabulation agent may be contacted at (888) 593-9546 (toll free) or (212) 849-5000.
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 solicitations.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the expected timing of the completion of the consent solicitations. These statements reflect Alere'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 market and economic conditions and closing conditions. The Company undertakes no obligation to update any forward-looking statements contained herein.
|SOURCE Alere Inc.|
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