WALTHAM, Mass., May 5, 2016 /PRNewswire/ -- Alere Inc. (NYSE: ALR) (the "Company") announced today certain modifications to 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 has:
(1) modified the amount the Company is offering to pay to each holder of Notes in respect of which such holder validly delivers (and does not revoke) a consent prior to the Expiration Date (as defined below) to waivers through the Initial Waiver Date of any default or event of default that occurred, is continuing or may occur under the indentures for the Notes (and its consequences) in connection with any failure to timely file with the Securities and Exchange Commission or to timely furnish to the relevant trustees pursuant to the indentures, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and the Company's subsequent Quarterly Reports on Form 10-Q (the "Failures to File") to $5.00 for each $1,000 principal amount of Notes (from $2.50 for each $1,000 principal amount of Notes);
(2) modified the Initial Waiver Date from 5:00 p.m., New York City time, on August 18, 2016 to 5:00 p.m., New York City time, on May 31, 2016;
(3) modified the Extended Waiver Date from 5:00 p.m., New York City time, on November 16, 2016 to 5:00 p.m., New York City time, on July 15, 2016; and
(4) added, as part of the consent solicitations, the solicitation of consents from holders of each series of Notes to extend the deadline for delivery of certain financial information and to waive through and until 5:00 p.m., New York City time, on August 31, 2016 (such time and date, the "Third Waiver Date" and such waivers and extension for delivery, the "Third Waivers") if uncured immediately prior to the modified Extended Waiver Date, any default or event of default that occurred, is continuing or may occur under the indentures (and its consequences) in connection with the Failures to File, the effectiveness of such Third Waivers being subject to (i) the information and tabulation agent receiving prior to and as of the Expiration Date the requisite consents with respect to the applicable series of Notes (and such requisite consents are subsequently accepted by the Company), (ii) any default or event of default remaining uncured immediately prior to the Extended Waiver Date in connection with any of the Failures to File, (iii) the Company furnishing the Interim Supplement (as defined below) and (iv) the Company paying, or causing to be paid, to each holder of each series of Notes who has delivered (and not revoked) a valid and duly executed consent prior to the Expiration Date a further cash payment on or prior to the Extended Waiver Date (with respect to each series of Notes, the "Third Consent Fee") equal to $5.00 for each $1,000 principal amount of Notes for which such holder delivered its consent.
As a condition to the Third Waivers becoming effective, the Company will furnish to holders on or prior to the Extended Waiver Date in an interim supplement (the "Interim Supplement") (i) an update on material developments with respect to the Company's previously announced 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, (ii) estimated ranges of revenue and EBITDA for the fiscal year ended December 31, 2015 and the quarterly period ended March 31, 2016 and (iii) cash and cash equivalents (excluding restricted cash) and total debt (short-term debt plus long-term debt), each as of December 31, 2015 and March 31, 2016.
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").
The modifications amend and supplement, and supersede to the extent inconsistent with, the consent solicitation statement dated as of April 29, 2016 and, to the extent applicable, the consent form and any other related documents. Except as otherwise provided by the modifications, all other terms and provisions of the consent solicitation statement dated as of April 29, 2016 shall remain in full force and effect, unmodified by the modifications.
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, as amended and supplemented, and the related consent form. The 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.
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, as amended and supplemented, 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.