WALTHAM, Mass., Aug. 11, 2017 /PRNewswire/ -- Alere Inc. (NYSE:
ALR) ("Alere" or the "Company"), a global leader in rapid
diagnostic tests, today is announcing the following, and will also
be sending a corresponding notice to holders of its Series B
Convertible Perpetual Preferred Stock by mail notifying them of the
following:
As you may know, Alere has entered into an Agreement and Plan of
Merger, dated as of January 30, 2016,
as amended on April 13, 2017 (the
"Merger Agreement"), with Abbott Laboratories ("Abbott"), providing
for, subject to the satisfaction or waiver (if permissible under
applicable law) of specified conditions, the acquisition of Alere
by Abbott at a price of $51.00 per
share of common stock in cash (the "Merger"), with the Company
surviving the Merger as a wholly-owned subsidiary of Abbott.
Capitalized terms used but not defined herein shall have the
meanings set forth in the Certificate of Designations, Preferences
and Rights (the "Certificate of Designations") of Alere's Series B
Convertible Perpetual Preferred Stock (the "Convertible Preferred
Stock").
As previously communicated in the "Updated Questions and Answers
about Alere's Series B Preferred Stock" filed by the Company with
the Securities and Exchange Commission (the "SEC") on Schedule 14A
on May 1, 2017 (the "Updated
Q&A"), the Merger, when and if consummated, will constitute
both a Fundamental Change and a Make-Whole Fundamental Change under
the Certificate of Designations. For a Make-Whole Fundamental
Change, Section 9(b) of the Certificate of Designations requires
the Company to use its best efforts to provide notice to holders of
the Convertible Preferred Stock of the anticipated Effective Date
of the proposed Make-Whole Fundamental Change and the proposed
increase in the Series B Conversion Rate in connection
therewith.
Accordingly, this letter serves as the Company's notice to
holders of the Convertible Preferred Stock that:
- the anticipated Effective Date of the Merger is on or before
September 30, 2017, depending on the
satisfaction of the closing conditions to the Merger, as described
more fully in the Merger Agreement and the proxy statement filed by
the Company with the SEC on Schedule 14A on June 6, 2017 and subsequently mailed to the
stockholders of the Company, and
- as previously communicated in the Updated Q&A, the Series B
Conversion Rate would equal approximately 7.8431 during the time
periods specified in the Certificate of Designations, assuming that
the Market Value as of the closing of the Merger is equal to
$51.00 per share of Common
Stock. On this basis, a holder converting its shares of
Convertible Preferred Stock in connection with the Merger would
receive $400 per share of Convertible
Preferred Stock, plus accrued but unpaid dividends.
As required by the Certificate of Designations, within ten (10)
Trading Days after the Effective Date of the Merger, the Company
will provide a subsequent notice to the holders of Convertible
Preferred Stock that states, among other things, the time periods
in which the Convertible Preferred Stock may be converted pursuant
to the Fundamental Change provisions of the Certificate of
Designations and the procedures that must be followed in connection
with such conversion.
This notice is required by the terms of the Certificate of
Designations, and is not being sent in respect of, and is not a
recommendation or solicitation with respect to, the offer by Abbott
Laboratories to purchase for cash all outstanding shares of
Convertible Preferred Stock (the "Offer"). Holders that
convert their shares of Convertible Preferred Stock in connection
with the Merger may not separately tender such shares in the
Offer. As set forth in the Solicitation/Recommendation
Statement filed by the Company with the SEC on Schedule 14D-9 on
July 21, 2017, Alere makes no
recommendation, expresses no opinion and remains neutral regarding
whether holders of shares of Preferred Stock should participate in
the Offer.
In order to surrender your shares of Convertible Preferred Stock
for conversion as described herein, please contact Computershare,
the transfer agent for the Convertible Preferred Stock, at (877)
282-1168.
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" or
similar words. A number of important factors could cause actual
results of Alere 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 proposed
merger with Abbott may not be completed in a timely manner or at
all; (ii) the possibility that any or all of the various conditions
to the consummation of the merger may not be satisfied or waived,
including the failure to receive any required regulatory approvals
from any applicable governmental entities (or any conditions,
limitations or restrictions placed on such approvals); (iii) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement; (iv) the
effect of the announcement or pendency of the transactions
contemplated by the merger agreement on Alere's ability to retain
and hire key personnel, its ability to maintain relationships with
its customers, suppliers and others with whom it does business, or
its operating results and business generally; (v) risks related to
diverting management's attention from Alere's ongoing business
operations; (vi) the risk that stockholder litigation in connection
with the transactions contemplated by the merger agreement may
result in significant costs of defense, indemnification and
liability; and (vii) the risk factors detailed in Part I, Item 1A,
"Risk Factors," of our Annual Report on Form 10-K for the fiscal
year ended December 31, 2016 (as
filed with the Securities and Exchange Commission on June 5, 2017) 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 and
estimates at the date of this communication. 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.
About Alere
Alere believes that when diagnosing and monitoring health
conditions, Knowing now matters.™ Alere delivers
reliable and actionable information by providing rapid diagnostic
tests, enhancing clinical and economic healthcare outcomes
globally. Headquartered in Waltham,
Mass., Alere focuses on rapid diagnostics for
cardiometabolic disease, infectious disease and
toxicology. For more information on Alere, please visit
www.alere.com.
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SOURCE Alere Inc.