EXHIBIT 99.1
FOR IMMEDIATE RELEASE
26 DECEMBER 2002
PERKINELMER COMPLETES REFINANCING TRANSACTIONS
- COMPLETES SALE OF SENIOR SUBORDINATED NOTES
- ENTERS NEW SECURED CREDIT FACILITIES
- REPAYS EXISTING BANK DEBT AND $110.3 MILLION OF 6.80% NOTES
- ZERO COUPON DEBENTURE TENDER OFFER TO EXPIRE DECEMBER 27, 2002
Boston - PerkinElmer, Inc. (NYSE: PKI) announced that it has substantially
completed its previously announced refinancing plan to repay existing debt in
order to extend existing shorter-term debt maturities. Today the company repaid
its existing bank debt and synthetic lease by completing the sale of $300
million aggregate principal amount of ten-year senior subordinated notes and
entering into new senior secured credit facilities for a $315 million six-year
term loan and a $100 million revolving credit facility. PerkinElmer also
accepted for payment $110,319,000 aggregate principal amount of its outstanding
6.80% Notes due October 15, 2005 pursuant to its cash tender offer and consent
solicitation. The final step of the refinancing plan, PerkinElmer's pending cash
tender offer to purchase its Zero Coupon Convertible Debentures due August 7,
2020, is scheduled to expire at 12:00 midnight, New York City time, on Friday,
December 27, 2002.
Senior Subordinated Notes and Secured Credit Facilities
PerkinElmer sold $300 million aggregate principal amount of senior subordinated
notes in an institutional private placement. The notes have been guaranteed on a
senior subordinated basis by certain of PerkinElmer's domestic subsidiaries.
PerkinElmer borrowed the full amount available under the term loan at the
closing of the new senior secured credit facilities. PerkinElmer did not draw
upon the $100 million revolving credit facility, which remains available for the
company's working capital needs. The revolving credit facility has a five-year
term. A portion of the proceeds from the term loan is being used to purchase the
tendered 6.80% notes and a portion of the proceeds, together with proceeds from
the sale of the company's senior subordinated notes, will be used to purchase
the zero coupon convertible debentures that are tendered.
6.80% Notes
The tendered 6.80% notes represented approximately 96% of the total outstanding
6.80% notes. PerkinElmer will pay an aggregate of $111,768,350.37 for the
tendered 6.80% notes. Each holder who tendered 6.80% notes and the related
consents at or before 5:00 p.m., New York City time, on December 6, 2002, the
consent expiration date, will receive $1,013.41 for each $1,000 principal amount
of tendered 6.80% notes, including a $15 consent payment. Each holder who
tendered notes and the related consents after the consent expiration date will
receive $998.41 for each $1,000 principal amount of tendered 6.80% notes.
The 6.80% notes tender offer commenced on November 22, 2002 and expired at 10:00
a.m., New York City time, on Thursday, December 26, 2002. It is anticipated that
State Street Bank and Trust Company, as Depositary for the tender offer and
consent solicitation, will pay noteholders on or about December 26, 2002. On
December 6, 2002, the expiration date for the 6.80% notes consent solicitation,
PerkinElmer announced that it had received the requisite consents to amend the
indenture under which the 6.80% notes were issued. PerkinElmer and State Street
Bank and Trust Company, as Trustee, executed a supplemental indenture, which
became effective as of December 26, 2002, eliminating substantially all of the
restrictive covenants from the indenture, as more fully described in
PerkinElmer's Offer to Purchase and Consent Solicitation Statement dated
November 22, 2002.
Important additional information has been filed with the SEC
PerkinElmer has filed with the SEC a Schedule TO in connection with the tender
offer for the zero coupon convertible debentures. The Schedule TO contains
important information about PerkinElmer, the zero coupon convertible debentures,
the tender offer and related matters. Debenture holders are urged to read the
Schedule TO carefully.
Investors and security holders may obtain free copies of the Schedule TO and
other documents filed with the SEC by PerkinElmer through the website maintained
by the SEC at www.sec.gov. Investors and security holders can also obtain free
copies of these documents directly from PerkinElmer by contacting PerkinElmer
Investor Relations at (781) 431-4306. In addition, PerkinElmer has retained
Merrill Lynch to act as Dealer Manager in connection with the zero coupon
convertible debentures tender offer. Questions about that tender offer may be
directed to Merrill Lynch (telephone: (888) ML4-TNDR (toll-free), or (212)
449-6025) or to D.F. King & Co., Inc., the information agent for the offer, at
(212) 269-5550 (collect telephone for banks and brokers) or (800) 659-6590 (for
all others).
This press release is neither an offer to purchase nor a solicitation of an
offer to sell securities and no recommendation is made as to whether or not
holders of zero coupon convertible debentures should tender their debentures
pursuant to the debenture tender offer.
Factors Affecting Future Performance
Any statements contained in this press release that relate to prospective events
or developments are deemed to be forward-looking statements. Words such as
"believes," "anticipates," "plans," "expects," "will" and similar expressions
are intended to identify forward-looking statements. There are a number of
important factors that could cause actual results or events to differ materially
from those indicated by these forward-looking statements, including risks
related to our debt levels, a downturn in our customers' markets, our failure to
introduce new products in a timely manner, risks related to our international
operations, our inability to integrate acquired businesses into our existing
business, competition and other factors which we describe under the caption
"Forward-Looking Information and Factors Affecting Future Performance" in our
most recently filed quarterly report on Form 10-Q. We disclaim any intention or
obligation to update any forward-looking statements as a result of developments
occurring after the date of this press release.
PerkinElmer, Inc. is a global technology leader focused in the following
businesses - Life and Analytical Sciences, Optoelectronics, and Fluid Sciences.
Combining operational excellence and technology expertise with an intimate
understanding of its customers' needs, PerkinElmer creates innovative solutions
- - backed by unparalleled service and support - for customers in health sciences,
semiconductor, aerospace, and other markets whose applications demand absolute
precision and speed. The company markets in more than 125 countries, and is a
component of the S&P 500 Index. Additional information is available through
www.perkinelmer.com or 1-877-PKI-NYSE.
CONTACT:
PerkinElmer, Inc. (Investor Contact)
Diane Basile, 781/431-4306
or
PerkinElmer, Inc. (Media Contact)
Jim Monahan, 781/431-4111