ABBOTT LABORATORIES (NYSE:ABT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On April13, 2017, Alere Inc., a Delaware corporation (Alere),
Abbott Laboratories, an Illinois corporation (Abbott), and Angel
Sub,Inc., a Delaware corporation and a wholly owned subsidiary of
Abbott (Merger Sub) entered into an Amendment to Agreement and
Plan of Merger (the Amendment), which amends the previously
announced Agreement and Plan of Merger (the Original Merger
Agreement and as amended by the Amendment, the Amended Merger
Agreement), by and among Alere, Abbott and Merger Sub.
Under the terms of the Amendment, Alere, Abbott and Merger Sub
have agreed to reduce the merger consideration to be paid by
Abbott for each share of Aleres common stock, par value $0.001
per share (the Shares) in the Merger (as defined in the Amended
Merger Agreement) to $51.00 in cash per Share, without interest,
from $56.00 in cash per Share, without interest.
The Amendment also extends the date after which each of Alere and
Abbott would have a right to terminate the Amended Merger
Agreement to September30, 2017, subject to the terms and
conditions set forth in the Amended Merger Agreement. The
Amendment also reduces the termination fee that Alere may be
required to pay Abbott under specified circumstances to $161
million, from $177 million.
Completion of the Merger remains subject to various closing
conditions, including (1)the adoption of the Amended Merger
Agreement by the affirmative vote of the holders of at least a
majority of all outstanding Shares, (2)there being no judgment or
law enjoining or otherwise prohibiting the consummation of the
Merger, (3)the expiration of the waiting period applicable to the
Merger under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and receipt of other required antitrust
approvals and (4)the absence of a Material Adverse Effect (as
defined in the Amended Merger Agreement). The obligation of each
of Alere and Abbott to consummate the Merger is also conditioned
on the other partys representations and warranties being true and
correct (subject to certain materiality exceptions) and the other
party having performed in all material respects its obligations
under the Amended Merger Agreement.
The Amendment also provides that neither any matter set forth in
Aleres public filings made with the Securities and Exchange
Commission (the SEC) between January1, 2014 and April13, 2017 nor
any matter of which Abbott or any of Abbotts representatives was
made aware prior to April13, 2017 could be taken into account in
determining whether a Material Adverse Effect has occurred or
would reasonably be expected to occur. Further, in addition to
the qualifications set forth in the Original Merger Agreement,
the Amendment qualifies all of Aleres representations and
warranties made in the Amended Merger Agreement (including those
made in the Original Merger Agreement) by all matters set forth
in Aleres public filings made with the SEC between January1, 2014
and April13, 2017 and any matter known by Abbott or any of
Abbotts representatives prior to April13, 2017.
In addition, the Amendment changes Abbotts commitment to provide
Aleres employees that continue with Abbott with specified levels
of compensation and benefits to be a commitment through the first
anniversary of the Effective Time, rather than through
December31, 2017 and a 2018 long-term incentive award to each
continuing employee employed by Abbott or its subsidiaries at the
time annual long-term awards are made generally that is no less
favorable than the long-term incentive award made to similarly
situated employees of Abbott generally.
Other than as expressly modified to the Amendment, the Original
Merger Agreement, which was previously filed as Exhibit2.1 to the
Current Report on Form8-K filed with the SEC by Abbott on
February2, 2016, remains in full force and effect. The foregoing
description of the Amendment is not complete and is qualified in
its entirety by reference to the Amendment, a copy of which is
filed as Exhibit2.1 hereto, and the terms of which are
incorporated herein by reference.
Item 8.01. Other Events.
Concurrently with the execution of the Amendment, Abbott and
Alere entered into a Settlement Agreement (the Settlement
Agreement). The Settlement Agreement releases claims arising
out of or related to the Merger, and resolves the parties
pending litigation in Delaware Chancery Court. The Settlement
Agreement provides reciprocal releases, except for any
potential antitrust claims by Alere to the extent they relate
to developments after August 25, 2016, which would not be
released until the parties obtain all consents and regulatory
clearances necessary for closing. Abbotts potential claims
based on information not excluded from the definition of
Material Adverse Effect in the Amended Merger Agreement are
also not released. Finally, the Settlement Agreement provides
for dismissal of the Delaware litigation with prejudice, with
the exception of the non-released antitrust claims, which will
be dismissed without prejudice.
On April14, 2017, Abbott and Alere issued a joint press release
announcing that they had entered into the Amendment. A copy of
the joint press release is attached as Exhibit99.1 hereto and
is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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ExhibitNo. |
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Exhibit |
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2.1 |
Amendment to Agreement and Plan of Merger, dated as of |
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99.1 |
Joint Press Release of Alere Inc. and Abbott |
Private Securities Litigation Reform Act of 1995
A Caution Concerning Forward-Looking Statements
Some statements in this communication may be
forward-looking statements for purposes of the Private
Securities Litigation Reform Act of 1995. 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. Among other risks, there can be no guarantee that
the acquisition of Alere will be completed or when it will be
completed, or that the expected benefits of the acquisition
will be realized. The actual financial impact of this
transaction, including the accretive impact of the transaction,
may differ from the anticipated financial impact described in
this communication. Economic, competitive, governmental,
technological and other factors that may affect Abbotts
operations are discussed in Item 1A, Risk Factors, to Abbotts
Annual Report on Securities and Exchange Commission Form10-K
for the year ended December31, 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.
About ABBOTT LABORATORIES (NYSE:ABT)
Abbott Laboratories (Abbott) is engaged in the discovery, development, manufacture and sale of a line of healthcare products. The Company operates in four business segments: Established Pharmaceutical Products, Diagnostic Products, Nutritional Products and Vascular Products. The Established Pharmaceutical Products segment includes the international sales of a line of branded generic pharmaceutical products. The Nutrition Products segment includes the sales of a line of adult and pediatric nutritional products. The Diagnostic Products includes the sales of diagnostic systems and tests for blood banks, hospitals, commercial laboratories and alternate-care testing sites. The Vascular Products includes the sales of coronary, endovascular, structural heart, vessel closure and other medical device products. ABBOTT LABORATORIES (NYSE:ABT) Recent Trading Information
ABBOTT LABORATORIES (NYSE:ABT) closed its last trading session down -0.79 at 42.67 with 11,426,957 shares trading hands.
