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Published on 9/19/2017 in the Prospect News Convertibles Daily.

Alere plans to delist convertible preferreds after buyout by Abbott

By Susanna Moon

Chicago, Sept. 19 – Alere Inc. said it plans to delist series B convertible perpetual preferred stock after the acquisition by Abbott Laboratories.

As announced July 17, Abbott is tendering for the convertibles in connection with its plans to acquire Alere.

Alere has sent written notice to the New York Stock Exchange of the delisting plans, which requires closing of the buyout, according to a company announcement.

The tender offer will continue until 11:59 p.m. ET on Sept. 29, extended from 11:59 p.m. ET on Sept. 15, 11:59 p.m. ET on Aug. 31 and 11:59 p.m. ET on Aug. 11.

The tender offer has been extended to allow more time for closing the merger, which is a condition to the offer, as previously noted.

The purchase price will be $402.00 per preferred share plus accrued dividends up to but excluding the settlement date.

The merger is not conditioned upon closing of the offer.

The offer does not contain a financing condition but does require tenders for at least a majority of the voting power of the preferreds outstanding at the end of the offer.

On Aug. 11 Alere provided the conversion terms under the planned buyout by Abbott of its series B convertible perpetual preferred stock.

Holders converting their preferreds in connection with the merger will receive $400 per preferred share plus accrued dividends, based on a conversion rate of 7.8431 shares assuming a market value of $51.00 per common share as of the merger closing.

Alere noted on Friday that the merger constitutes a fundamental change and a make-whole fundamental change.

Abbott is an Abbott Park, Ill., health care company with offerings in diagnostics, medical devices, nutritionals and branded generic pharmaceuticals.

Alere is a provider of rapid diagnostic tests and is based in Waltham, Mass.


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