WALTHAM, Mass., April 29, 2016 /PRNewswire/ -- Alere Inc. (NYSE: ALR) (the "Company") announced today the commencement of 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").
As disclosed in the Form 8-K of the Company dated March 15, 2016 and Form 12b-25 dated February 26, 2016, the Company was unable to file its 2015 Form 10-K by March 15, 2016 (the extension period provided under Rule 12b-25) because it is continuing to conduct an analysis of certain aspects of the timing of revenue recognition, more specifically, revenue cutoff, in Africa and China for the years ended December 31, 2013, 2014 and 2015 (and each of the quarters in those annual periods). Following the filing of the Form 12b-25, the Company determined it was appropriate to expand its analysis of these aspects of the timing of revenue recognition in Africa and China to include the years ended December 31, 2013 and 2014 (and each of the quarters in those annual periods) and to determine whether a material weakness existed at December 31, 2015. The Company will not be able to file its 2015 Form 10-K until this analysis is completed. The Company will file the 2015 Form 10-K as soon as practicable.
The Company is soliciting consents from holders of each series of Notes to extend the deadline for delivery of certain financial information and to waive, in each case (i) through and until 5:00 p.m., New York City time, on August 18, 2016 (such time and date, the "Initial Waiver Date"), and (ii) through and until 5:00 p.m., New York City time, on November 16, 2016 (such time and date, the "Extended Waiver Date") if uncured immediately prior to the Initial Waiver Date, any default or event of default that occurred, is continuing or may occur under the indentures under which the Notes were issued (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, our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and our subsequent Quarterly Reports on Form 10-Q (the "Failures to File"). If the Company does not file the Annual Report on Form 10-K and fails to obtain the waiver requested pursuant to the consent solicitation, in each case on or before May 20, 2016, an event of default would arise under the two series of subordinated notes and, among the remedies available to the noteholders, would be the right to accelerate the payment of the Company's obligations upon notice from the trustee or holders of 25% of the applicable notes.
Each consent solicitation will expire at 5:00 p.m., New York City time, on May 9, 2016 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"). Subject to the terms and conditions of the consent solicitations set forth in the consent solicitation statement, dated as of April 29, 2016, the Company is offering to pay to each holder of Notes as of 5:00 p.m., New York City time, on April 28, 2016, a cash payment equal to $2.50 for each $1,000 aggregate principal amount of such holder's Notes in respect of which the holder validly delivers (and does not validly revoke) a consent prior to the Expiration Date and, if any default or event of default remains uncured immediately prior to the Initial Waiver Date in connection with any of the Failures to File, an additional cash payment (the "Additional Consent Fee") equal to $5.00 for each $1,000 aggregate principal amount of such holder's Notes.
The Company currently expects to cure any defaults in connection with the Failures to File prior to the Initial Waiver Date; however, if any such defaults remain uncured immediately prior to the Initial Waiver Date, the Company will pay, or cause to be paid, the Additional Consent Fee on or prior to the Initial Waiver Date in accordance with the terms and conditions of the consent solicitation statement in order to extend the waivers through the Extended Waiver Date. If all Defaults in connection with the Failures to File are cured prior to the Initial Waiver Date, no holder of any series of Notes will receive or be due the Additional Consent Fee.
The Company will not be obligated to make any payments in respect of a particular consent solicitation if the Company does not receive or accept the requisite consents for each series of Notes prior to the applicable Expiration Date, such consent solicitation is terminated for any reason before the applicable Expiration Date, the requisite consents with respect to such consent solicitation are not obtained prior to the applicable Expiration Date or if the other conditions to such consent solicitation are not satisfied or waived.
Adoption of the waivers for a particular series of Notes requires the consent of holders in respect of a majority in aggregate principal amount of the outstanding Notes of such series. The consent solicitations are being made to holders of record of the Notes as of 5:00 p.m., New York City time, on April 28, 2016. If the requisite consents are received and accepted with respect to a particular series of Notes, the waivers will bind all holders of such series of Notes, including non-consenting holders of such series of Notes. Holders of Notes who do not deliver consents prior to the Expiration Date of the applicable consent solicitation will not receive any consent fee.
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 April 29, 2016, and the related consent form. Such 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.
As disclosed in the Form 8-K of the Company dated as of April 28, 2016, the Company has already obtained (i) an extension of the deadlines for the delivery of certain financial information and (ii) waivers of certain defaults, in each case under its secured Credit Agreement, dated as of June 18, 2015 (as amended or otherwise modified from time to time), among the Company, the several lenders from time to time party thereto, the administrative agents party thereto and certain other agents and arrangers.
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: Peter Aymar, at (800) 283-2170 (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 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.
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" 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 of certain aspects of the timing of revenue recognition is not completed in a timely manner; (ii) the risk that the failure by the Company to file its Form 10-K for the fiscal year ended December 31, 2015 in a timely manner could lead to the acceleration of the maturity of certain of Alere's indebtedness; (iii) the possibility that our analysis of certain aspects of the timing of revenue recognition uncovers an error or errors in revenue recognition which require adjustment which may be material, or material weaknesses in the Company's internal controls over financial reporting; (iv) risks relating to the ongoing investigations by the United States Securities and Exchange Commission (the "SEC") and the United States Department of Justice; (v) the risk that these or other risk factors impact the expected timing of the filing of the Form 10-K for the year ended December 31, 2015 and (vi) the risk factors detailed in Part I, Item 1A, "Risk Factors" of our Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2014 (as filed with the SEC on March 5, 2015, as amended on April 30, 2015, May 28, 2015 and November 13, 2015) 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, goals, and estimates at the date of this report. 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.
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SOURCE Alere Inc.