ABBOTT PARK, Ill., July 17, 2017
/PRNewswire/ -- Abbott (NYSE: ABT) announced today that it is
commencing a tender offer to purchase for cash all outstanding
shares of Series B Convertible Perpetual Preferred Stock (the
"Preferred Stock") of Alere Inc. ("Alere") at a price of
$402.00 per share of Preferred Stock,
plus accrued but unpaid dividends to, but not including, the
settlement date of the tender offer, net to the seller thereof in
cash, without interest thereon and subject to any withholding of
taxes required by applicable law (the "Offer"). The Offer is being
made pursuant to an Offer to Purchase, dated July 17, 2017 (the "Offer to Purchase"), and in
connection with Abbott's previously announced agreement to acquire
Alere (the "Merger"). The Merger is not conditioned upon, or
otherwise subject to, the completion of the Offer. The Offer,
however, is conditioned upon the consummation of the Merger in
accordance with the terms of the Merger Agreement.
The Offer will expire at 11:59
p.m., New York City time,
on Friday, August 11, 2017 (such date
and time, as it may be extended or earlier terminated, the
"Expiration Date"). If, upon the expiration of the Offer, any of
the conditions to the Offer have not been satisfied or waived,
Abbott may elect to extend the Offer for any length of time and in
its sole discretion, but is under no obligation to do so.
There is no financing condition to the Offer. The Offer, and
Abbott's obligation to pay for Preferred Stock tendered pursuant to
the Offer, is conditioned on there being validly tendered (and not
properly withdrawn) at the Expiration Date, that number of shares
of Preferred Stock that equals at least a majority in voting power
of the Preferred Stock issued and outstanding at the Expiration
Date. The Offer is also subject to the satisfaction of certain
other conditions described in the Offer to Purchase, including the
consummation of the Merger prior to, or concurrent with, the
Expiration Date.
For more information, contact Barclays Capital Inc., the
Dealer-Manager for the Offer, or D.F.
King & Co., Inc., the Information Agent for the
Offer.
D.F. King &
Co., Inc.
48 Wall Street – 22nd Floor
New York, New York
10005
Banks and Brokers
Call: (212) 269-5550
All others call
Toll-Free: (877) 283-0316
Email:
alr@dfking.com
|
Barclays
745 Seventh Avenue, 5th Floor
New York, New York
10019
Attn: Liability
Management Group
Banks and Brokers
Call: (212) 528-7581
All others call
Toll-Free: (800) 438-3242
|
Additional Information and Where to Find It
This
announcement is neither an offer to purchase nor a solicitation of
an offer to sell securities. The Offer for the outstanding shares
of Alere's Preferred Stock described in this news release is being
made pursuant to an Offer to Purchase and related materials that
Abbott has filed with the Securities and Exchange Commission (the
"SEC") pursuant to a Schedule TO. The Schedule TO, Offer to
Purchase, a related letter of transmittal and other Offer documents
contain important information that should be read carefully before
any decision is made with respect to the Offer. These materials
(and all other documents Abbott has filed with the SEC) will be
available at no charge on the SEC's website at www.sec.gov.
About Abbott
Abbott is a global healthcare company
devoted to improving life through the development of products and
technologies that span the breadth of healthcare. With a portfolio
of leading, science-based offerings in diagnostics, medical
devices, nutritionals and branded generic pharmaceuticals, Abbott
serves people in more than 150 countries and employs approximately
94,000 people.
Visit Abbott at www.abbott.com and connect with us on
Twitter at @AbbottNews.
A Caution Concerning Forward-Looking Statements
Some
statements in this news release may be forward-looking statements.
Abbott cautions that these forward-looking statements are subject
to risks and uncertainties that may cause actual results to differ
materially from those indicated in the forward-looking statements.
Economic, competitive, governmental, technological and other
factors that may affect Abbott's operations are discussed in Item
1A, "Risk Factors," in Abbott's Annual Report on Form 10-K for the
year ended Dec. 31, 2016, and are
incorporated by reference. Abbott undertakes no obligation to
release publicly any revisions to forward-looking statements as a
result of subsequent events or developments, except as required by
law.
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SOURCE Abbott