Alere (ALR) Receives Extension from Lenders to File 10-K; Updates on Abbott (ABT) Merger, 'Serious Concerns' Noted

Alere Inc. (NYSE: ALR) announced that it recently obtained the requisite lender approval under its credit facility for an extension to file its Annual Report on Form 10-K for the period ending December 31, 2015. Details of the extension and other terms of the agreement are included in an amendment to Alere's credit facility, which Alere filed with the Securities Exchange Commission as an exhibit to a Current Report on Form 8-K. Alere continues to work diligently, with the assistance of its independent auditors, to conclude its accounting review and file its Form 10-K as soon as practicable. Alere expects to file the proxy statement required for Alere's Special Meeting of Stockholders to approve the pending merger transaction with Abbott Laboratories, as well as report its first quarter 2016 financial results, shortly after the filing of Alere's Form 10-K.

The Company today also announced certain developments relating to the pending merger transaction with Abbott. In recent discussions between the parties, Abbott informed Alere that it has serious concerns about, among other things, the accuracy of various representations, warranties and covenants made by Alere in the parties' merger agreement. Abbott indicated that these concerns relate to the delay in filing the 2015 Form 10‑K and governmental investigations previously announced by Alere. Abbott has requested information from Alere about these and other matters, citing contractual rights to receive information under the merger agreement.

In the initial meeting in which Abbott expressed its concerns to Alere, as part of a discussion about potential paths forward, Abbott requested that Alere agree to terminate the merger agreement in return for a payment by Abbott to Alere in the range of between $30 and $50 million in respect of Alere's transaction expenses. Alere's Board of Directors promptly rejected that request.

In these recent discussions, Abbott affirmed its commitment to abide by its obligations under the merger agreement. In this regard, Alere was pleased with the statements in Abbott's press release this morning that it had arranged committed financing for its acquisition of Alere. Alere likewise affirmed its commitment to abide by its obligations under the merger agreement.

Alere further stated that it is completely confident that there is no basis for a termination of the merger agreement and that the merger will be consummated in accordance with its terms.

Cravath, Swaine & Moore and Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal counsel to Alere and JP Morgan Securities LLC is serving as financial advisor.

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