Biosensors offers to buy, seeks to amend S$300 million 4 7/8% notes

By Wendy Van Sickle

Columbus, Ohio, Dec. 7 – Biosensors Investment (Singapore) Pte. Ltd. announced an offer to repurchase its S$300 million of 4 7/8% notes due 2017 and said it plans to hold a meeting regarding a consent solicitation for the notes.

The company said in a notice it plans to hold a meeting for the noteholders to consider an extraordinary resolution to amend the notes’ trust deed in Singapore at 2 a.m. ET on Jan. 7.

Holder have until 2 a.m. ET on Jan. 5 to deliver consents.

A fee of 45 basis points will be paid to holders who consent to the changes before the early deadline of 4 a.m. ET on Dec. 21 and 25 bps to those who consent after.

The extraordinary resolution relates to Biosensors International Group Ltd.’s planned combination with CB Medical Holdings Ltd., which was announced Nov. 4.

The combination may or will result in breaches of the notes’ trust deed, including a change of control event; an event in which the shares of Biosensors International cease to be traded on the SGX-ST; or the suspension of trading in the shares of Biosensors International on the SGX-ST for more than seven consecutive days, which would be cause for noteholders to be able to exercise their put option, according to the notice.

The extraordinary resolution would stipulate the following:

• If a change of control event occurs, noteholders would be notified within seven days and would be given the option to redeem their notes at 101 plus interest accrued to the date set for the redemption;

• If Biosensor International’s shares cease to be traded on the SGX-ST or are suspended for a continuous period of more than seven days, other than for a holiday, noteholders will have the option to redeem the notes at par plus accrued interest; and

• Biosensors may, after giving at least five business days’ notice, redeem the outstanding notes, in whole only, at 101 plus accrued interest within 60 days of the combination with CB Medical.

Deutsche Bank AG, Singapore Branch is tender agent and meeting agent. DBS Bank Ltd. and Oversea-Chinese Banking Corp. Ltd. as joint dealer managers for the tender offer.

Biosensors International develops, manufactures and markets medical devices for interventional cardiology and critical care procedures.

© 2015 Prospect News.
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