Cardinal Health announces pricing on tender for Alaris 7¼% notes

New York, July 20- Cardinal Health Inc. said its Alaris Medical Systems Inc. subsidiary established the pricing for Alaris' previously announced tender offer for any and all of its outstanding 7¼% senior subordinated notes due 2011, using a previously announced formula.

Assuming a payment date of Aug. 4, the total consideration for each $1,000 principal amount of notes tendered and accepted for payment will be $1,116.18, plus accrued interest up to but not including the payment date.

The tender offer meanwhile continues and is scheduled to expire on Aug. 3, subject to possible extension.

As previously announced, Cardinal Health, a Dublin, Ohio-based provider of products and services to the health care industry, said on July 7 that its recently acquired Alaris Medical Systems subsidiary had started a tender offer and consent solicitation for any and all of its $175 million principal amount of 7¼% notes.

It set a consent deadline of July 20 while the tender ends at midnight ET on Aug. 3, with both deadlines subject to possible extension.

The consent solicitation is being conducted to amend the notes' indenture to eliminate or modify substantially all of the restrictive covenants and many of the provisions defining an event of default.

Cardinal said that the tender price would be determined using a formula, and would reflect that Alaris has the right to exercise the equity claw for 35% of the notes.

It said that for each $1,000 principal amount of notes, holders tendering by the consent deadline will receive the sum of 35% of the equity clawback price and 65% of the fixed spread price. The equity clawback price is $1,072.50 per $1,000 principal amount. The fixed spread price will be the present value on Aug. 3 of all future cash flows on the notes to the first call date of July 1, 2007.

Holders tendering after the consent deadline but before the expiry will receive the same amount, but will not receive the $30 per $1,000 principal amount consent payment as part of their consideration.

Alaris will also pay all tendering holders accrued interest up to but excluding the payment date.

Holders tendering by the consent deadline will be deemed to have given consents. Consents may not be given without tendering.

Cardinal Health, said the offer is subject to, among other things, the receipt of the necessary consents.

Questions may be directed to MacKenzie Partners Inc. (800 322-2885, banks and brokers call collect 212 929-5500).

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