A Medical Device Daily
Quest Diagnostics (Lyndhurst, New Jersey), a provider of diagnostic testing, information, and services, reported that it intends to offer $800 million in aggregate principal amount in two series of senior notes, in a public offering made under a shelf registration statement filed with the Securities and Exchange Commission, subject to market and other conditions.
The company, which said it expects the offering will be completed before the end of the month, expects the net proceeds of the offering to be used, together with cash on hand, to repay all borrowings under the bridge loan facility incurred to pay a portion of the purchase price and transaction expenses of the previously disclosed $2 billion acquisition of AmeriPath (Palm Beach Gardens, Florida) (Medical Device Daily, April 17, 2007).
The notes will be fully and unconditionally guaranteed on a senior, unsecured basis, by certain of the company's domestic, wholly owned subsidiaries. Morgan Stanley & Co, Bank of America Securities and Merrill Lynch, Pierce, Fenner & Smith will be joint book-running managers for the offering.
Quest also reported that it has completed its cash tender offer for the outstanding $350 million, 10-1/2% senior subordinated notes due 2013.
The cash tender offer expired, as scheduled, on Monday at midnight, EST.
As of the expiration date, about $348 million in aggregate principal amount, or 99.4% of the $350 million outstanding notes had been validly tendered and not withdrawn.
The total consideration, which is payable to holders who tendered their notes at or prior to June 4 (the consent deadline), was $1,088.58 for each $1,000 principal amount of notes, while the tender offer consideration, which is payable to holders who tendered their notes after the consent deadline, was $1,058.58 for each $1,000 principal amount of notes validly tendered and not withdrawn prior to the expiration date.
In other financing news:
• Mentor (Santa Barbara, California), a supplier of aesthetic medical products in the U.S. and internationally, reported that its board of directors increased the number of shares of Mentor common stock authorized for repurchase under the company's existing share purchase program by 5 million shares, bringing the total number of shares authorized for future repurchases under this program to 5.9 million shares.
The company is authorized to repurchase up to $200 million worth of shares of its common stock as market conditions permit. The company's credit agreement, as amended, permits repurchases of our equity securities up to $400 million after March 30, 2007. As of March 31, company had about 42.4 million shares of common stock outstanding. Since that date, the company has purchased about 3.9 million shares at prices averaging in excess of $40 a share.
"We have the financial resources available to continue funding our stock repurchase program while continuing to execute our growth strategy," said Joshua Levine, Mentor's president/CEO. "Mentor currently has in excess of $300 million in cash on hand and an available credit line of nearly $200 million. We believe this repurchase program is a prudent use of capital and reaffirms our optimism about the future and our commitment to building shareholder value over the long term."
The company also said that its board of directors has declared a quarterly cash dividend of 20 cents per share for the company's first quarter, fiscal year 2007. The dividend is payable on July 18 to shareholders of record as of June 28.
• InforMedix Holdings (Rockville, Maryland) reported that it had closed on a total of $1.1 million of PIPE (Private Investment in a Public Entity) funds as of May 31.
The company said the net proceeds of the PIPE offering will be used to build upon its recent sales successes to expand sales of its Med-eMonitor System through regional and national channel partners, into chronic disease management and consumer markets, and general working capital purposes.
Med-eMonitor is a medication adherence solution for disease management and consumer products markets. The system consists of a portable patient-interactive "smart pillbox," hardware, software, and staffed monitoring centers to efficiently monitor and manage patients' medication and care plan adherence, clinical condition, and drug safety.
Company officials said each $50,000 investment unit consisted of 500,000 shares of the company's common stock at 10 cents a share, and warrants to buy 500,000 shares of common stock of InforMedix exercisable at 15 cents a share.