Alere Inc. Secures Important Permissions for Previously Announced Transaction Involving BBI Diagnostics Group plc
WALTHAM, Mass., June 5, 2014 /PRNewswire/ -- Alere Inc. (NYSE: ALR) (the "Company") announced that it has received the requisite consents for its consent solicitations commenced on May 21, 2014 relating to certain waivers and amendments under the respective indentures (together, the "Notes Modifications") governing its 7.25% Senior Notes due 2018 (the "7.25% Notes"), its 8.625% Senior Subordinated Notes due 2018 (the "8.625% Notes") and its 6.5% Senior Subordinated Notes due 2020 (the "6.5% Notes," and, together with the 7.25% Notes and the 8.625% Notes, the "Notes") relating to the BBI Transaction (as defined below). The Company also announced that it and certain of its subsidiaries have entered into a Fifth Amendment (the "Credit Agreement Amendment") to its secured Credit Agreement with certain lenders, General Electric Capital Corporation as collateral agent and administrative agent, and certain other agents and arrangers, as previously amended, to obtain similar permissions. The Notes Modifications (once operative as described below) and the Credit Agreement Amendment will permit the Company and its subsidiaries to consummate the BBI Transaction, among other matters.
The "BBI Transaction" is the previously announced proposed initial public offering by the Company's subsidiary BBI Diagnostics Group plc ("BBI") of its ordinary shares (the "BBI Securities") in the United Kingdom and the sale of such shares in certain other jurisdictions, together with certain related transactions anticipated to be conducted by the Company and its subsidiaries in connection therewith as previously announced by the Company.
IPREO LLC, the information and tabulation agent for the consent solicitation, has advised the Company that as of the expiration of the consent solicitations at 5:00 p.m., New York City time, on June 4, 2014, the Company had received consents that had not been withdrawn in respect of a majority in aggregate principal amount of each of the 7.25% Notes, the 8.625% Notes and the 6.5% Notes outstanding as of the record date. Following the receipt of the requisite consents from holders of the Notes, the Company entered into supplemental indentures implementing the Notes Modifications, substantially as described in the consent solicitations documents. The Notes Modifications will become operative only upon the Company's payment of the consent fee as described in the consent solicitation documents. The Company expects to pay the consent fee to the relevant holders in connection with the consummation of the BBI Transaction, but it is not obligated to make the Notes Modifications operative by paying the consent fee or to consummate the BBI Transaction. The Company is required to pay certain amendment fees to the consenting lenders under the Credit Agreement Amendment, although payment of such fees is not a condition to the effectiveness of the Credit Agreement Amendment.
IMPORTANT NOTICES REGARDING THE BBI TRANSACTION
This press release does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any of the securities described or otherwise referred to in this press release (including, without limitation, the BBI Securities referred to herein) or any of the documents referenced herein. There shall not be any sale of the securities described or otherwise referred to herein (including, without limitation, the BBI Securities) in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. The offer and sale of the securities described or otherwise referred to herein (including, without limitation, the BBI Securities) in the United States may only be made pursuant to registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and registration or qualification under the securities laws of other applicable jurisdictions or exemptions from such laws. The Company has no intention to register the offer and sale of any such securities under the Securities Act or other securities laws or to conduct a public offering of such securities in the United States.
This press release does not constitute an offer of securities to the public in the United Kingdom. Consequently, this press release is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) high net worth entities falling within Article 49(2) of the Order and (iv) other persons to whom it may lawfully be communicated (all such persons being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to, and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this press release or any of its contents.
Copies of this announcement are not being made and may not be distributed or sent into Canada, Australia or Japan.
SOURCE Alere Inc.