Biosensors gets OK to amend 4 7/8% notes, tenders for S$280 million

By Susanna Moon

Chicago, Jan. 7 – Biosensors Investment (Singapore) Pte. Ltd. said holders approved amendments to its S$300 million 4 7/8% notes due 2017 at a meeting held in Singapore at 2 a.m. ET on Thursday.

Biosensors will accept all of the S$280 million of notes tendered in the offer, according to a company news release.

The tender offer is subject to conditions, and the company said it will announce “in due course” whether the conditions have been filled and the expected settlement date.

As previously announced, holders had until 2 a.m. ET on Jan. 5 to deliver consents. The tender offer and consent solicitation were announced on Dec. 7.

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

The proposed amendment was for Biosensors International Group Ltd.’s planned combination with CB Medical Holdings Ltd., which was announced Nov. 4.

The company previously said that 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.

The amendment stipulates 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 Biosensors 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.

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