WALTHAM, Mass., Dec. 7, 2016 /PRNewswire/ -- Alere Inc. (NYSE:
ALR), a global leader in rapid diagnostic tests, today issued the
following statement in response to a lawsuit filed by Abbott
Laboratories (NYSE: ABT) in the Delaware Court of Chancery to terminate
Abbott's pending merger agreement with Alere:
Abbott's lawsuit is entirely
without merit. As Abbott well knows, none of the issues it has
raised provides it with any grounds to avoid closing the
merger.
Alere has fully complied with its
contractual obligations under the merger agreement and is highly
confident that the merger will be completed in accordance with the
terms set forth in the merger agreement. Alere will take all
actions necessary to protect its shareholders and to compel Abbott
to complete the transaction in accordance with its terms.
Paul, Weiss, Rifkind, Wharton & Garrison and Cravath, Swaine
& Moore LLP are serving as legal counsel to Alere and JP Morgan
Securities LLC is serving as financial advisor.
About Alere
Alere believes that when diagnosing and
monitoring health conditions, Knowing now matters™. Alere
delivers reliable and actionable information by providing rapid
diagnostic tests, enhancing clinical and economic healthcare
outcomes globally. Headquartered in Waltham, Mass., Alere
focuses on rapid diagnostics for cardiometabolic disease,
infectious disease and toxicology. For more information on
Alere, please visit www.alere.com.
Cautionary Statement Regarding Forward-Looking
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, including statements regarding the proposed
merger, the expected timetable for completing, and the Company's
confidence with respect to the completion of, the proposed merger,
Alere's future actions with respect to protecting its shareholders
and compelling completion of the merger and any other statements
about the future expectations, beliefs, goals, plans or prospects
of the board or management of the Company. 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
Laboratories ("Abbott") may not be completed in a timely manner or
at all; (ii) the possibility that competing offers or acquisition
proposals for Alere will be made; (iii) 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); (iv) the occurrence of any event, change or other
circumstance that could give rise to the termination of the
Agreement and Plan of Merger (the "Merger Agreement") among Alere
and Abbott pursuant to which Abbott will acquire Alere, including
in circumstances which would require Alere to pay a termination fee
or other expenses; (v) the effect of the announcement or pendency
of the transactions contemplated by the Merger Agreement on Alere's
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;
(vi) risks related to diverting management's attention from Alere's
ongoing business operations; (vii) 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, (viii) the risk that Alere fails to
file its future periodic reports on Form 10-K and Form 10-Q in a
timely manner which could, among other things, lead to the
acceleration of the maturity of certain of Alere's indebtedness;
(ix) the possibility that any analysis of revenue recognition for
future or past periods uncovers an error or misstatements in
revenue recognition which require adjustment which may be material;
or material weaknesses in the Company's internal controls over
financial reporting; (x) risks relating to the ongoing
investigations by the SEC and the United States Department of
Justice; and (xii) 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
report. The Company undertakes 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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SOURCE Alere Inc.