ABBOTT PARK, Ill. and WALTHAM,
Mass., Feb. 1, 2016
/PRNewswire/ -- Abbott (NYSE: ABT) and Alere Inc. (NYSE: ALR)
announced today a definitive agreement for Abbott to acquire Alere,
significantly advancing Abbott's global diagnostics presence and
leadership. Under the terms of the agreement, Abbott will pay
$56 per common share at a total
expected equity value of $5.8
billion. Once the transaction is completed, Abbott will
become the leading diagnostics provider of point of care testing.
Abbott's total diagnostics sales will exceed $7 billion after the close.
Abbott will be able to provide new, flexible, cost-effective,
high-quality products to help health systems meet growing demand in
both in-patient and out-patient settings. Alere's complementary
portfolio of products will provide Abbott access to new channels
and geographies, including entry into fast-growing outlets, such as
doctors' offices, clinics, pharmacies and at-home testing.
"The combination of Alere and Abbott will create the world's
premier point of care testing business and significantly strengthen
and grow Abbott's diagnostics presence," said Miles D. White, chairman and chief executive
officer, Abbott. "We want to offer our customers the best and
broadest diagnostics solutions. Alere helps us do that."
Upon completion of the transaction, the combined business will
offer the broadest point of care menu of infectious disease,
molecular, cardiometabolic and toxicology testing, expanding
Abbott's platforms to include benchtop and rapid strip tests.
Abbott will be able to better serve an expansive customer base
around the world while also accelerating innovation in point of
care diagnostics. More than half of Alere's $2.5 billion in sales are in the U.S. Alere also
has a growing presence in key international markets, where Abbott's
capabilities and infrastructure will drive accelerated growth of
Alere's portfolio.
"Today's announcement marks an exciting and transformative
milestone for Alere and one that provides an immediate benefit for
our stockholders," said Namal Nawana, president and chief executive
officer, Alere. "Our leading platforms and global presence in
point-of-care diagnostics, combined with Abbott's broad portfolio
of market-leading products, will accelerate our shared goal of
improving patient care. I'd like to thank our global workforce of
nearly 10,000 employees whose hard work and dedication has enabled
Alere to contribute to improved patient outcomes throughout the
world."
Financial
The transaction will be immediately
accretive to Abbott's ongoing earnings per share upon close and
significantly accretive thereafter, with approximately 12-13 cents of accretion in 2017 and more than
20 cents in 2018.* The combination is
anticipated to result in annual pre-tax synergies approaching
$500 million by 2019 and increasing
thereafter, including both sales and operational
benefits.
Under the terms of the agreement, Alere shareholders will
receive $56 per common share in cash
at the completion of the transaction, and Alere will become a
subsidiary of Abbott. Alere's net debt, currently $2.6 billion, will be assumed or refinanced by
Abbott.
The transaction, which has been approved by the boards of
directors of Alere and Abbott, is subject to the approval of Alere
shareholders and the satisfaction of customary closing conditions,
including applicable regulatory approvals.
Evercore is acting as financial advisor and Kirkland & Ellis
LLP is serving as legal counsel to Abbott. JP Morgan is acting as
financial advisor and Cravath, Swaine & Moore is serving as
legal counsel to Alere.
Abbott Conference Call
Abbott will conduct a special
conference call today at 8 a.m. Central
time (9 a.m. Eastern time) to
provide an overview of the transaction. A live webcast will be
accessible through Abbott's Investor Relations website at
www.abbottinvestor.com.
Point of Care Testing
Point of care testing helps
improve outcomes and increase the speed of care by bringing the
test results to the physician and patient's side in a matter of
minutes. The demand for point of care testing is accelerating as
health care providers and consumers look for better ways to get
fast, accurate and actionable information to guide decision-making.
In fact, point of care testing is a $5.5
billion segment and one of the fastest growing in
vitro diagnostics segments, in part because many health care
systems are increasing their reliance on these technologies to
inform patient care decisions because of their ease of use, speed
and accuracy.
About Alere
Headquartered in Waltham, Mass., Alere is the global leader in
point of care diagnostics with annual sales of $2.5 billion. Alere delivered more than 1.4
billion tests at the point of care in 2015. Its fast, easy-to-use
and cost-effective tests are focused on the areas of infectious
disease, molecular, cardiometabolic and toxicology. In addition to
tests for infections such as HIV, tuberculosis, malaria and dengue
that can benefit people in remote care settings, Alere develops
simple, rapid tests, including Alere i, the first molecular
CLIA-waived test for flu and strep, that delivers results in under
15 minutes.
About Abbott's Diagnostics Business
Abbott is a global
leader in in vitro diagnostics offering a broad portfolio
spanning immunoassay, clinical chemistry, hematology, blood
screening, molecular and point of care. Abbott's 2015 worldwide
diagnostics sales were $4.6 billion
in 2015, including $473 million from
its point of care business. Abbott's leading handheld device,
i-STAT, measures 26 analytes with two to three drops of blood and
is used in more than one-third of all U.S. hospitals and emergency
rooms.
About Abbott
Abbott is a global healthcare company devoted to improving life
through the development of products and technologies that span the
breadth of healthcare. With a portfolio of leading, science-based
offerings in diagnostics, medical devices, nutritionals and branded
generic pharmaceuticals, Abbott serves people in more than 150
countries and employs approximately 74,000 people.
Visit Abbott at www.abbott.com and connect with us on Twitter at
@AbbottNews.
*Ongoing earnings per share excludes specified items such as
amortization of acquired intangibles, inventory step-up,
restructuring costs and other costs incurred to execute the
transaction. Ongoing EPS is a non-GAAP financial measure and
should not be considered a replacement for GAAP results.
Additional Information and Where to Find It
This news
release 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 Alere's proxy statement in preliminary and definitive
form. Stockholders of Alere are urged to read all relevant
documents filed with the SEC, including Alere's 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 SEC's
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 ir@alere.com.
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 Alere's directors
and executive officers is set forth in Alere's Proxy Statement on
Schedule 14A for its 2015 Annual Meeting of Stockholders, which was
filed with the SEC on June 12, 2015,
and its Annual Report on Form 10-K, as amended, for the fiscal year
ended December 31, 2014, which was
filed with the SEC on March 5, 2015,
as amended on April 30, 2015,
May 28, 2015 and November 13, 2015. Information concerning the
interests of Alere's participants in the solicitation, which may,
in some cases, be different than those of Alere's 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.
Alere Cautionary Statement Regarding Forward-Looking
Statements
This news release 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. 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, including
the risk that the proposed merger with Abbott may not be completed,
the failure to receive the required stockholder approval or
regulatory approvals of the proposed merger, the risk factors
detailed in Part I, Item 1A, "Risk Factors,'' of our Annual Report
on Form 10-K, as amended, for the fiscal year ended December 31, 2014 (as filed with the Securities
and Exchange Commission on March 5,
2015, as amended on April 30,
2015, May 28, 2015 and
November 13, 2015) and other risk
factors identified from time to time in our periodic filings with
the Securities and Exchange Commission. 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. 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.
Private Securities Litigation Reform Act of
1995
Abbott Caution Concerning Forward-Looking
Statements
Some statements in this news release 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. Economic, competitive,
governmental, technological and other factors that may affect
Abbott's operations are discussed in Item 1A, "Risk Factors,'' to
Abbott's Annual Report on Securities and Exchange Commission Form
10-K for the year ended Dec. 31,
2014, 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.
Logo -
http://photos.prnewswire.com/prnh/20150928/271488LOGO
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/abbott-to-acquire-alere-becoming-leader-in-point-of-care-testing-and-significantly-advancing-global-diagnostics-presence-300212720.html
SOURCE Abbott; Alere Inc.