Fisher Scientific says almost all Apogent convertibles exchanged

New York, Aug. 3 - Fisher Scientific International Inc. said holders of almost all of Apogent Technologies Inc.'s convertibles accepted the exchange offer for the securities.

The exchange expired at 5 p.m. ET on Aug. 2.

By the expiration, holders had tendered $344.55 million principal amount or 99.9% of the $345 million of Apogent's floating-rate senior convertible contingent debt securities due 2033 and $298.84 million or 99.6% of Apogent's 2.25% senior convertible contingent debt securities.

Both series of convertibles were exchanged for new convertibles. Fisher paid a 50 basis points exchange fee on both series of convertibles and a 60 basis points consent fee on the floating-rate convertibles.

At the last announcement on July 13, Fisher and Apogent said they extended the exchange offer for the convertibles and increased the amount they will be pay to holders who participate.

The expiration was moved back from 5 p.m. ET on July 16 and the exchange fee was increased to 50 basis points from 25 basis points.

As of 5 p.m. ET on July 13, holders had tendered $132.043 million principal amount of the floating-rate convertibles and $169.732 million principal amount of the 2.25% convertibles, down from $188.720 million and $171.781 million respectively at 5 p.m. ET on July 1.

At the last announcement on July 2, the companies extended the exchange offer to 5 p.m. ET on July 16 instead of 5 p.m. ET on July 1.

Fisher said on May 28 it had begun the exchange offers for Apogent's two series of convertibles as part of its acquisition of the company.

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, subsequently increased.

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, unchanged in the latest amendment.

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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