ALARIS Medical to Sell Common Stock and Bonds as Part Of Recapitalization.Business Editors/Health/Medical Writers SAN DIEGO--(BUSINESS WIRE)--June 11, 2003 ALARIS Medical Inc. (AMEX AMEX See: American Stock Exchange :AMI) announced today that it intends to offer and sell 9,100,000 shares of its common stock in a public offering to commence shortly as part of a previously announced recapitalization Recapitalization Restructuring a company's debt and equity mixture often with the aim of making a company's capital structure more stable. Notes: Companies often want to diversify their debt-to-equity ratio to improve liquidity. . The recapitalization also involves the company's offer to sell $200 million principal amount of newly issued senior subordinated notes. Concurrently with the closing of these stock and bond offerings, the company will also establish a $235 million bank term loan and $30 million revolving credit Revolving Credit A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs. facility. The primary purpose of the recapitalization is to reduce interest expense and debt level, simplify the company's capital structure and add greater flexibility to the capital structure through the introduction of pre-payable bank debt. The stock and debt offerings will be made pursuant to prospectus supplements under the company's existing $550 million effective shelf registration statement. As the company previously announced, the net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). from the stock and debt offerings and the new bank term loan will be used to repurchase substantially all of the company's existing debt, pay related fees and expenses, and for general corporate purposes. Both offerings and the new bank facility are expected to price in late June and to be completed in early July 2003. If these transactions are successfully executed, the company estimates that it will record a one-time after tax charge of approximately $37 million, while annual interest expense is expected to be reduced by approximately $26 million on a pre-tax basis. The stock and bond offerings are being made as part of a recapitalization of ALARIS Medical and its wholly-owned subsidiary, ALARIS Medical Systems Inc. The recapitalization also includes the establishment of the new credit facility with a group of banks and other lenders providing for a six-year term loan of up to $235 million, a revolving credit facility of $30 million, and the merger of ALARIS Medical Systems with and into ALARIS Medical, with the surviving company surviving company The company that emerges in control following a business combination. The surviving company is generally one of the firms entering the combination but may be a new company formed by the combination. to be renamed "ALARIS Medical Systems Inc." The company intends to use the net proceeds of the offerings, borrowings under the new credit facility and a portion of its existing cash to fund the purchase price, and pay related fees and expenses, pursuant to tender offers that ALARIS announced in May with respect to ALARIS Medical Systems' 11-5/8% Senior Secured Notes due 2006 and 9-3/4% Senior Subordinated Notes due 2006 and ALARIS Medical's 11-1/8% Senior Discount Notes due 2008. The company recently announced that it had received consents and tenders for approximately 96% aggregate principal amount of the notes for which it is tendering. Bear, Stearns & Co. Inc., CIBC World Markets CIBC World Markets is the investment banking division of the Canadian Imperial Bank of Commerce. It helps governments, large companies, and other large institutions obtain capital and credit and is a primary dealer in U.S. Treasury securities. and UBS UBS Union Bank of Switzerland UBS United Bible Societies UBS United Blood Services UBS United Buying Service UBS Used Bookstore UBS University Business Services UBS Universal Building Society (UK) UBS Ulaanbaatar Broadcasting System Investment Bank are acting as joint book-running managers of the common stock offering. The stock offering includes up to 1,350,000 shares in an over allotment option exercisable by the underwriters, comprising 900,000 shares to be sold by the company and, only if the underwriters exercise their option to purchase more than 900,000 shares, then to purchase up to 450,000 shares from shareholders as detailed in the company's S-3 registration with the SEC. Bear, Stearns & Co. Inc., Citigroup and UBS Investment Bank are acting as joint book-running managers of the notes offering. This announcement shall not constitute an offer to sell or the solicitation of any offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Any offer, if at all, will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. Copies of the prospectus and prospectus supplements with respect to the equity offering may be obtained from Bear, Stearns & Co. Inc., c/o Prospectus Department, 383 Madison Avenue Madison Avenue, celebrated street of Manhattan, borough of New York City. It runs from Madison Square (23d St.) to the Madison Bridge over the Harlem River (138th St.). In the 1940s and 50s, some of the major U.S. , New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , New York 10179, tel. 631/254-7135, or by faxing requests to 631/254-7268. Copies of the prospectus and prospectus supplements with respect to the notes offering may be obtained from Citigroup Global Markets Inc., Brooklyn Army Terminal The Brooklyn Army Terminal consists of large complex of piers, docks, warehouses, cranes, railroad sidings and cargo loading equipment. The terminal was responsible for shipment of army equipment and personnel overseas. , 140 58th Street, 8th Floor, Brooklyn, New York 11220. About ALARIS Medical Inc. and ALARIS Medical Systems Inc. ALARIS Medical Inc., through its wholly owned operating company operating company A business that engages in transactions with outsiders. , ALARIS Medical Systems Inc., develops practical solutions for medication safety. The company designs, manufactures and markets intravenous (IV) medication delivery and infusion therapy devices, needle-free disposables and related monitoring equipment in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and internationally. ALARIS Medical's proprietary Guardrails(R) Safety Software, its other "smart" technologies and its "smart" services help to reduce the risks and costs of medication errors medication error Malpractice An error in the type of medication administered or dosage. See Adverse effect, Error. , help to safeguard patients and clinicians and also gather and record clinical information for review, analysis and transcription. The company provides its products, professional and technical support and training services to over 5,000 hospital and health care systems, as well as alternative care sites, in more than 120 countries through its direct sales force and distributors. With headquarters in San Diego San Diego (săn dēā`gō), city (1990 pop. 1,110,549), seat of San Diego co., S Calif., on San Diego Bay; inc. 1850. San Diego includes the unincorporated communities of La Jolla and Spring Valley. Coronado is across the bay. , ALARIS Medical employs approximately 2,900 people worldwide. Additional information on ALARIS Medical can be found at http://www.alarismed.com. This news release contains forward-looking statements as defined in the Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Persons reading this release are cautioned that such forward-looking statements involve risks and uncertainties, including the company's ability to execute the remaining transactions described in its May 23, 2003 press release on terms it finds acceptable and the significant leverage to which the company is subject. Such risk factors are detailed in the Securities and Exchange Commission filings of ALARIS Medical Inc. and ALARIS Medical Systems Inc., including Forms 10-K for the year ended Dec. 31, 2002, and other filings. The company assumes no obligation to update any forward-looking statements as a result of new information or future events or developments. |
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