ALERE INC. (NYSE:ALR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry into a Material Definitive Agreement.
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On April 13, 2017, Alere Inc., a Delaware corporation (the
Company or 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 the
Company, Abbott and Merger Sub.
Company or 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 the
Company, Abbott and Merger Sub.
Under the terms of the Amendment, the Company, Abbott and
Merger Sub have agreed to reduce the merger consideration to be
paid by Abbott for each share of the Companys 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.
Merger Sub have agreed to reduce the merger consideration to be
paid by Abbott for each share of the Companys 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 the
Company and Abbott would have a right to terminate the Amended
Merger Agreement to September 30, 2017, subject to the terms
and conditions set forth in the Amended Merger Agreement. The
Amendment also reduces the termination fee that the Company may
be required to pay Abbott under specified circumstances to $161
million, from $177 million.
Company and Abbott would have a right to terminate the Amended
Merger Agreement to September 30, 2017, subject to the terms
and conditions set forth in the Amended Merger Agreement. The
Amendment also reduces the termination fee that the Company 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 the Company 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.
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 the Company 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 the Companys public filings made with the Securities and
Exchange Commission (the SEC) between January 1, 2014 and April
13, 2017 nor any matter of which Abbott or any of Abbotts
representatives was made aware prior to April 13, 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 the
Companys representations and warranties made in the Amended
Merger Agreement (including those made in the Original Merger
Agreement) by all matters set forth in the Companys public
filings made with the SEC between January 1, 2014 and April 13,
2017 and any matter known by Abbott or any of Abbotts
representatives prior to April 13, 2017.
in the Companys public filings made with the Securities and
Exchange Commission (the SEC) between January 1, 2014 and April
13, 2017 nor any matter of which Abbott or any of Abbotts
representatives was made aware prior to April 13, 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 the
Companys representations and warranties made in the Amended
Merger Agreement (including those made in the Original Merger
Agreement) by all matters set forth in the Companys public
filings made with the SEC between January 1, 2014 and April 13,
2017 and any matter known by Abbott or any of Abbotts
representatives prior to April 13, 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 December 31, 2017 and a
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 December 31, 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.
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
Exhibit 2.1 to the Current Report on Form 8-K filed with the
SEC by the Company on February 1, 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 Exhibit 2.1 hereto,
and the terms of which are incorporated herein by reference.
Original Merger Agreement, which was previously filed as
Exhibit 2.1 to the Current Report on Form 8-K filed with the
SEC by the Company on February 1, 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 Exhibit 2.1 hereto,
and the terms of which are incorporated herein by reference.
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Item 8.01
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Other Events.
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Concurrently with the execution of the Amendment, the
Company and Abbott 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.
Company and Abbott 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 April 14, 2017, the Company and Abbott issued a joint
press release announcing that they had entered into the
Amendment. A copy of the joint press release is filed as
Exhibit 99.1 hereto and is incorporated herein by
reference.
press release announcing that they had entered into the
Amendment. A copy of the joint press release is filed as
Exhibit 99.1 hereto and is incorporated herein by
reference.
Additional Information and Where to Find It
This communication may be deemed to be solicitation
material in respect of the proposed acquisition of Alere
by Abbott. In connection with the proposed acquisition,
Alere intends to file relevant materials with the United
States Securities and Exchange Commission (the
SEC), including Aleres proxy statement in
preliminary and definitive form. Stockholders of Alere
are urged to read all relevant documents filed with the
SEC, including Aleres proxy statement when it becomes
available, because they will contain important
information about the proposed transaction and the
parties to the proposed transaction. Investors and
security holders are able to obtain the documents (once
available) free of charge at the SECs website at
www.sec.gov, or free of charge from Alere at
http://www.alere.com/en/home/investor-relations/sec-filings-and-financials.html
or by directing a request to Juliet Cunningham, Vice
President, Alere Investor Relations at 858-805-2232 or
[email protected].
material in respect of the proposed acquisition of Alere
by Abbott. In connection with the proposed acquisition,
Alere intends to file relevant materials with the United
States Securities and Exchange Commission (the
SEC), including Aleres proxy statement in
preliminary and definitive form. Stockholders of Alere
are urged to read all relevant documents filed with the
SEC, including Aleres proxy statement when it becomes
available, because they will contain important
information about the proposed transaction and the
parties to the proposed transaction. Investors and
security holders are able to obtain the documents (once
available) free of charge at the SECs website at
www.sec.gov, or free of charge from Alere at
http://www.alere.com/en/home/investor-relations/sec-filings-and-financials.html
or by directing a request to Juliet Cunningham, Vice
President, Alere Investor Relations at 858-805-2232 or
[email protected].
Participants in the Solicitation
Alere and its directors, executive officers and other
members of management and employees, under SEC rules, may
be deemed to be participants in the solicitation of
proxies from stockholders of Alere in favor of the
proposed transaction. Information about Aleres directors
and executive
members of management and employees, under SEC rules, may
be deemed to be participants in the solicitation of
proxies from stockholders of Alere in favor of the
proposed transaction. Information about Aleres directors
and executive
officers is set forth in Aleres Proxy Statement on
Schedule 14A for its 2016 Annual Meeting of
Stockholders, which was filed with the SEC on November
7, 2016, and its Annual Report on Form 10-K, for the
fiscal year ended December 31, 2015, which was filed
with the SEC on August 8, 2016. Information concerning
the interests of Aleres participants in the
solicitation, which may, in some cases, be different
than those of Aleres stockholders generally, is set
forth in the materials filed by Alere with the SEC, and
will be set forth in the proxy statement relating to
the proposed transaction when it becomes available.
Schedule 14A for its 2016 Annual Meeting of
Stockholders, which was filed with the SEC on November
7, 2016, and its Annual Report on Form 10-K, for the
fiscal year ended December 31, 2015, which was filed
with the SEC on August 8, 2016. Information concerning
the interests of Aleres participants in the
solicitation, which may, in some cases, be different
than those of Aleres stockholders generally, is set
forth in the materials filed by Alere with the SEC, and
will be set forth in the proxy statement relating to
the proposed transaction when it becomes available.
Cautionary Statement Regarding Forward-Looking
Statements
Statements
This communication contains forward-looking statements
within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Readers can identify
these statements by forward-looking words such as may,
could, should, would, intend, will, expect, anticipate,
believe, estimate, continue or similar words. A number
of important factors could cause actual results of
Alere and its subsidiaries to differ materially from
those indicated by such forward-looking statements.
These factors include, but are not limited to, (i) the
risk that the proposed merger with Abbott may not be
completed in a timely manner or at all; (ii) the
failure to receive, on a timely basis or otherwise, the
required approval of the proposed merger with Abbott by
Aleres stockholders; (iii) the possibility that
competing offers or acquisition proposals for Alere
will be made; (iv) the possibility that any or all of
the various conditions to the consummation of the
merger may not be satisfied or waived, including the
failure to receive any required regulatory approvals
from any applicable governmental entities (or any
conditions, limitations or restrictions placed on such
approvals); (v) the occurrence of any event, change or
other circumstance that could give rise to the
termination of the merger agreement, including in
circumstances which would require Alere to pay a
termination fee or other expenses; (vi) the effect of
the announcement or pendency of the transactions
contemplated by the merger agreement on Aleres ability
to retain and hire key personnel, its ability to
maintain relationships with its customers, suppliers
and others with whom it does business, or its operating
results and business generally; (vii) risks related to
diverting managements attention from Aleres ongoing
business operations; (viii) the risk that stockholder
litigation in connection with the transactions
contemplated by the merger agreement may result in
significant costs of defense, indemnification and
liability; and (ix) the risk factors detailed in Part
I, Item 1A, Risk Factors, of our Annual Report on Form
10-K for the fiscal year ended December 31, 2015 (as
filed with the SEC on August 8, 2016) and other risk
factors identified herein or from time to time in our
periodic filings with the SEC. Readers should carefully
review these risk factors, and should not place undue
reliance on our forward-looking statements. These
forward-looking statements are based on information,
plans and estimates at the date of this communication.
We undertake no obligation to update any
forward-looking statements to reflect changes in
underlying assumptions or factors, new information,
future events or other changes.
within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Readers can identify
these statements by forward-looking words such as may,
could, should, would, intend, will, expect, anticipate,
believe, estimate, continue or similar words. A number
of important factors could cause actual results of
Alere and its subsidiaries to differ materially from
those indicated by such forward-looking statements.
These factors include, but are not limited to, (i) the
risk that the proposed merger with Abbott may not be
completed in a timely manner or at all; (ii) the
failure to receive, on a timely basis or otherwise, the
required approval of the proposed merger with Abbott by
Aleres stockholders; (iii) the possibility that
competing offers or acquisition proposals for Alere
will be made; (iv) the possibility that any or all of
the various conditions to the consummation of the
merger may not be satisfied or waived, including the
failure to receive any required regulatory approvals
from any applicable governmental entities (or any
conditions, limitations or restrictions placed on such
approvals); (v) the occurrence of any event, change or
other circumstance that could give rise to the
termination of the merger agreement, including in
circumstances which would require Alere to pay a
termination fee or other expenses; (vi) the effect of
the announcement or pendency of the transactions
contemplated by the merger agreement on Aleres ability
to retain and hire key personnel, its ability to
maintain relationships with its customers, suppliers
and others with whom it does business, or its operating
results and business generally; (vii) risks related to
diverting managements attention from Aleres ongoing
business operations; (viii) the risk that stockholder
litigation in connection with the transactions
contemplated by the merger agreement may result in
significant costs of defense, indemnification and
liability; and (ix) the risk factors detailed in Part
I, Item 1A, Risk Factors, of our Annual Report on Form
10-K for the fiscal year ended December 31, 2015 (as
filed with the SEC on August 8, 2016) and other risk
factors identified herein or from time to time in our
periodic filings with the SEC. Readers should carefully
review these risk factors, and should not place undue
reliance on our forward-looking statements. These
forward-looking statements are based on information,
plans and estimates at the date of this communication.
We undertake no obligation to update any
forward-looking statements to reflect changes in
underlying assumptions or factors, new information,
future events or other changes.
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Item 9.01
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Financial Statements and Exhibits
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EXHIBIT
NO.
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DESCRIPTION
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| 2.1 |
Amendment to Agreement and Plan of Merger, dated as of
April 13, 2017, by and among Abbott Laboratories, Alere Inc. and Angel Sub, Inc. |
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99.1
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Joint Press Release of Alere Inc. and Abbott
Laboratories, dated April 14, 2017. |
About ALERE INC. (NYSE:ALR)
Alere Inc. is a provider of health information through diagnostic tests. The Company’s segments include professional diagnostics, consumer diagnostics, and corporate and other. The professional diagnostics segment includes an array of diagnostic test products and other in vitro diagnostic tests marketed to medical professionals and laboratories for detection of diseases and conditions within its areas of focus. The consumer diagnostics segment consists primarily of manufacturing operations related to its role as the exclusive manufacturer of products for SPD Swiss Precision Diagnostics (SPD), its joint venture with The Procter & Gamble Company (P&G). The Company’s professional diagnostic solutions allow patients and their healthcare providers to work together to manage patients’ conditions over the continuum of care, from the hospital to home. The Company offers lines of drugs-of-abuse tests, reagent systems and laboratory testing options. ALERE INC. (NYSE:ALR) Recent Trading Information
ALERE INC. (NYSE:ALR) closed its last trading session down -0.05 at 42.31 with 727,710 shares trading hands.
