Nov. 27, 2012
/PRNewswire/ -- Alere Inc. (NYSE: ALR) (the "Company") announced today that it has commenced a cash tender offer for any and all of its outstanding
aggregate principal amount of 7.875% Senior Notes due 2016 (the "Notes") (CUSIP No. 46126P AG1). The Company also announced a concurrent consent solicitation for proposed amendments to the indenture dated as of
August 11, 2009
among the Company, The Bank of New York Mellon Trust Company, N.A. (the "Trustee") and certain guarantors named therein (as amended, supplemented or otherwise modified prior to the date hereof, the "Indenture"), under which the Notes were issued. The tender offer and the consent solicitation are being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated
November 27, 2012
(the "Offer to Purchase"). Holders that tender their Notes pursuant to the tender offer will be deemed to have consented to the proposed amendments to the Indenture.
The offer to purchase will expire at
New York City
time, on December 26, 2012 unless extended or earlier terminated (such time and date, as the same may be extended, the "Expiration Date"). Holders of Notes ("Holders") must tender their Notes and provide their consents to the amendments to the Indenture on or before
New York City
December 10, 2012
, unless extended (such time and date, as the same may be extended, the "Consent Payment Deadline"), in order to be eligible to receive the Total Consideration (as defined below). Holders of Notes who tender their Notes after the Consent Payment Deadline and on or before the Expiration Date will only be eligible to receive the Tender Offer Consideration (as defined below).
The offer to purchase and consent solicitation are subject to the satisfaction or waiver of certain conditions as described in the Offer to Purchase, including (1) consummation of a capital markets debt offering on terms and conditions acceptable to the Company in its sole discretion, the net proceeds of which yield an amount sufficient to fund all of the Company's obligations under the tender offer and the consent solicitation, and (2) that (a) Holders of at least a majority in aggregate principal amount of outstanding Notes (other than Notes held by the Company or its affiliates) validly deliver, and do not validly revoke, consents to amend and supplement the Indenture to give effect to the proposed amendments and (b) an amendment to the Indenture (the "Fourteenth Supplemental Indenture") is executed by the Company, certain guarantors party thereto and the Trustee.