Fisher starts exchange for Apogent convertibles

New York, May 28 - Fisher Scientific International Inc. said it has begun its exchange offers for Apogent Technologies Inc.'s two series of convertibles as part of its acquisition of the company.

Covered by the offers will be Apogent's $345 million floating-rate senior convertible contingent debt securities due 2033 and 2.25% senior convertible contingent debt securities due 2021, both in the Codes structure.

The new securities to be issued in the exchange will be "substantially similar" to the existing convertibles, according to S-4 registration statements filed with the Securities and Exchange Commission.

However the new convertibles will convert into Fisher common stock or, at Apogent's choice, cash or a combination of cash and Fisher common stock.

The credit rating trigger for the conversion rights will be below B3 from Moody's Investors Service or B- from Standard & Poor's.

The new securities will be convertible into freely tradable Fisher common stock only after Fisher guarantees the new securities. The old convertibles will not be convertible into freely tradable Fisher stock without an exemption from the Securities Act of 1933.

The new convertibles will be convertible for five business days after any period of five consecutive trading days at which the price of the new convertibles trades at less than 97% of the average conversion value.

The new floating-rate convertibles will be guaranteed by Fisher either when Apogent's reporting requirements under the Exchange Act end or Feb. 23, 2010, whichever is earlier.

The new 2.25% convertibles will be guaranteed by Oct. 1.

Fisher will not guarantee the old Apogent convertibles.

Holders who exchange the old securities will also receive an exchange fee of 25 basis points.

In addition, Fisher is conducting a consent solicitation for the floating-rate convertibles to terminate the registration rights agreement. Holders who consent will receive a fee of 60 basis points.

The exchange runs through 5 p.m. ET on July 1.

Goldman, Sachs & Co. is the dealer manager and solicitation agent. Innisfree M&A Inc. is the information agent (888 750-5834).

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