Coppersmith Capital Responds to Alere Inc. Preliminary Proxy

  Coppersmith Capital Responds to Alere Inc. Preliminary Proxy

 Asserts Alere’s Replacement of Directors up for Election Is a Defense Tactic
         that Does Not Address Strategic and Structural Deficiencies

Reiterates Need for Significant Change to Stop Alere’s Ongoing Destruction of
                              Stockholder Value

Coppersmith Expresses Disappointment at the Board’s Rejection of Cooperation;
Will Seek the Election of Its Three Highly Qualified and Independent Director
                                   Nominees

Business Wire

NEW YORK -- June 10, 2013

Coppersmith Capital Management, LLC, the fifth-largest stockholder of Alere,
Inc. (NYSE: ALR) (“Alere”) along with the members of its Section 13(d) group,
owning approximately 5.8% of the shares outstanding, today sent a letter to
Alere in response to the recent filing of Alere’s preliminary proxy statement
and the disclosure that Alere has nominated four new directors for election to
its Board of Directors at Alere’s upcoming annual meeting of stockholders on
Wednesday, August 7, 2013.

The full text of the letter follows:

June 10, 2013

Mr. Ronald Zwanziger
Chairman, Chief Executive Officer & President
Alere Inc.
51 Sawyer Road, Suite 200
Waltham, MA 02453

Dear Ron,

As you are aware, Coppersmith Capital Management, LLC and the members of its
Section 13(d) group (together, “Coppersmith” or “we”) collectively represent
one of the largest stockholdings of Alere Inc. (“Alere” or the “Company”),
with aggregate ownership of approximately 5.8% of the Company’s outstanding
shares. On April 12, 2013, we submitted a notice of our intention to nominate
three highly qualified individuals for election to the Board of Directors (the
“Board”) at the 2013 Annual Meeting of Stockholders (the “Annual Meeting”).

We took this action because of what we believe to be substantial deficiencies
in Alere’s strategy, structure and performance that are responsible for the
significant and ongoing destruction of stockholder value at the Company. We
have long considered the incumbent Board to be largely ineffective at
supervising management, setting strategy and allocating capital, resulting, we
believe, in an unwieldy corporate structure, massive write-downs, poor
operational and stock price performance and a crippling debt load. Alere
cannot begin to address these problems without a reconstitution of its Board,
including stockholder representation.

Unfortunately, the Company’s replacement of all four incumbent directors up
for election at the Annual Meeting with new director candidates appears to be
a defensive, reactionary tactic in the face of an election challenge rather
than proactive change. Moreover it demonstrates to us your commitment to the
unacceptable status quo and an attempt to avoid stockholder input and real
change at Alere. Quite frankly, we are surprised and disappointed that rather
than work constructively with us to reconstitute the Board to ensure the best
interests of all stockholders are represented, you attempted an ultimatum
promising to fight “tooth and nail” unless we voluntarily withdrew our
nominations and supported your new director candidates prior to your filing.
This reinforces just how out of touch you are with the serious concerns of the
vast number of Alere stockholders with whom we have spoken in the last few
weeks, so we will state it plainly: stockholders are demanding substantial
changes to the Company’s strategy and structure, including comprehensive
strategic and operational rationalization, not simply a different cast of
characters to oversee management’s floundering strategy, structure and
performance.

We believe a comprehensive rationalization of Alere’s cost structure, business
portfolio and capital structure can generate dramatic stock price appreciation
and improved performance with the following steps:

             Exiting non-core businesses such as Health Information Solutions
             (“HIS”), the consumer products joint venture with Proctor &
             Gamble and potentially the Toxicology division as well. These
    1.  divestitures, which we estimate can be done tax-free by first
             selling all of HIS to generate enormous tax loss, are in addition
             to those presently targeted by management, which you have
             previously told us total less than $200 million in annual sales.
        
             Applying proceeds from these divestitures, which we estimate
             could yield well above $3 billion, to Alere’s excessive debt
        2.   balance. This would lower Alere’s leverage^1 to roughly 1x or
             less, more than doubling management’s target reduction in
             approximately one-third the time.
        
             Rationalizing Alere’s expense structure to produce $50 million to
             $100 million in annual cost savings, with announced targets and
             milestones for accountability to stockholders. We believe this
             target should be achievable simply by (i) returning SG&A margin
             to the historically consistent levels the Company maintained
             prior to its expansion binge over the past two years in
        3.   preparation for new platform sales that have yet to materialize,
             and (ii) reducing corporate overhead at a minimum to reflect the
             aforementioned divestitures. However, we believe significant
             opportunity also exists in overdue integration of Alere’s
             numerous acquisitions, refinement and focus of Alere’s
             disappointing R&D efforts and elimination of its matrix
             management structure.

These actions are directly within the control of Alere’s Board and management
team and, we believe, represent a tremendous opportunity, even with our
conservative estimates, to improve the Company’s growth and margin profiles,
simplify its convoluted structure, reduce balance sheet risk and allow the
Company to invest, both organically and inorganically, in the core diagnostic
franchises. You have acknowledged most of these problems, but your current
strategy, which includes principally a number of half-measures, is unlikely in
our view to achieve similar results.

Rather than embrace these common sense strategic changes, you have chosen to
replace your 2013 incumbent nominees in what we consider to be a tactical
effort to defeat an election challenge. While we fervently believe in adding
fresh perspective to the Board, the timing and manner of your nominations
calls into question the sincerity of your stated motivation for effecting such
change. After having added only two directors in the last ten years, your
proposed replacement of all four directors from the current class suggests
this may simply be an attempt to placate frustrated stockholders and protect
the status quo. Are stockholders to believe the Board rationally concluded
that the 2013 class, which includes the Company’s newest director, contained
all of Alere’s least-qualified Board members? Notably, the directors who are
not up for election at the Annual Meeting have an average tenure of nearly 14
years^2 and include two management insiders.

In our discussions you have repeatedly cited merger integration and large
company CEO experience as criteria for additions to the Board. We question why
such criteria did not appear to be as strategically important for the previous
ten years when you added no such experience to the Board despite over 100
acquisitions costing nearly $8 billion in that time. Why is it only now that
the Company appears to take the composition and qualifications of its Board so
seriously? The Company retained a director search consultant two months after
Coppersmith began voicing its concerns to management and seeking a meeting
with you, albeit unsuccessfully. The Nominating and Corporate Governance
Committee met once in all of 2012, while your Audit and Compensation
Committees met nine and twelve times, respectively. In fact, over the last ten
years the Nominating and Governance Committee reports meeting a grand total of
13 times, for an average of 1.3 times a year with a maximum of three times in
2008 and minimum of no times, we believe, in 2004^3. Perhaps this is why the
Company’s preliminary proxy statement reiterates its commitment to a unified
Chairman and CEO without even a lead independent director, a governance
structure that we believe to be vastly out-of-touch with current standards of
good corporate governance.

We are presently reviewing the qualifications of your nominees. At first
glance these director candidates appear to have senior level healthcare
experience, albeit principally in pharmaceuticals, an area we specifically
avoided for the selection of our nominees because of its significant
differences from the diagnostics industry. We note that more than one of these
director candidates have had widely reported ethical and/or business judgment
lapses as CEO or chairman and we look forward to understanding whether the
Company took such issues into account when considering these candidates’
respective qualifications for service as a director. Most importantly, we
question whether the incumbent Board’s preferred candidates are poised to
objectively consider the strategic and structural changes on which we believe
stockholders are focused. We believe stockholder representation is required in
the boardroom to ensure consideration of all strategies grounded in the
realities of Alere’s core competencies and risk-adjusted maximization of
value.

We reiterate our willingness to work with you to compose the best possible
slate of candidates to represent the interests of all stockholders. However,
we are also prepared to continue to move forward with a vigorous election
contest in order to ensure that the best interests of all stockholders are
represented on the Board. We are firm in our stance that meaningful changes to
Alere, its Board and its strategy are required at this time.

Victory for Alere is not quelling stockholder discontent – victory is
improving Alere’s valuation and share price by fixing its strategy and
structure. As you appear to have now acknowledged, Coppersmith’s criticisms of
Alere are valid and resonate with stockholders, who we believe know the
difference between proactive change focused on maximizing value and reactive
measures designed to preserve the status quo. We strongly believe that a
streamlined, focused and de-leveraged Alere will unlock significant value for
stockholders. We encourage you to join with us to focus on the strategic
issues facing Alere and embrace real change so significant value can finally
be realized by Alere’s stockholders.

Sincerely,

/s/

Jerome Lande

Cc:   Members of the Board of Directors of Alere Inc.
        David Teitel, CFO
        Håkan Björklund
        Stephen P. MacMillan
        Brian A. Markinson
        Sir Thomas Fulton Wilson McKillop

               CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Coppersmith Capital Management, LLC, together with the other participants
named herein, intends to file a preliminary proxy statement and accompanying
proxy card with the Securities and Exchange Commission ("SEC") to be used to
solicit votes for the election of its slate of director nominees at the 2013
annual meeting of stockholders of Alere Inc., a Delaware corporation.

COPPERSMITH CAPITAL STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ
THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE
AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN
ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF
THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR
COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.

The participants in the proxy solicitation are Coppersmith Value Partners LLC,
a Delaware limited liability company (“Coppersmith Value”), Coppersmith
Capital Management, LLC, a Delaware limited liability company (“Coppersmith
Capital”), Jerome J. Lande, Craig Rosenblum, Scopia Long LLC, a Delaware
limited liability company (“Scopia Long”), Scopia Partners QP LLC, a Delaware
limited liability company (“Scopia QP LLC”), Scopia PX, LLC, a Delaware
limited liability company (“Scopia PX”), Scopia Partners LLC, a Delaware
limited liability company (“Scopia Partners”), Scopia Windmill Fund, LP, a
Delaware limited liability company (“Scopia Windmill”), Scopia International
Master Fund LP, a Bermuda limited partnership (“Scopia International”), Scopia
PX International Master Fund LP, a Bermuda limited partnership (“Scopia PX
International”), Scopia Capital GP LLC, a Delaware limited liability company
(“Scopia Capital”), Scopia Capital Management LLC, a Delaware limited
liability company (“Scopia Management”), Matthew Sirovich, Jeremy Mindich,
Curt R. Hartman and Theodore E. Martin (collectively, the "Participants").

As of the date hereof, Coppersmith Value owned directly 1,850,000 shares of
common stock, $0.001 par value (the "Shares"), of the Company. Each of
Coppersmith Capital, as the Investment Manager of Coppersmith Value, Mr.
Lande, as a Managing Member of the Investment Manager of Coppersmith Value,
and Mr. Rosenblum, as a Member of the Investment Manager of Coppersmith Value,
may be deemed the beneficial owner of the 1,850,000 Shares owned by
Coppersmith Value.

As of the date hereof, Scopia Long beneficially owned 30,738 Shares. As of the
date hereof, Scopia QP LLC beneficially owned 30,099 Shares. As of the date
hereof, Scopia PX beneficially owned 863,505 Shares. As of the date hereof,
Scopia Partners beneficially owned 30,173 Shares. As of the date hereof,
Scopia Windmill beneficially owned 642,663 Shares. As of the date hereof,
Scopia International beneficially owned 151,334 Shares. As of the date hereof,
Scopia PX International beneficially owned 1,059,696 Shares. Scopia Capital,
as the Managing Member of each of Scopia Long, Scopia QP LLC, Scopia PX and
Scopia Partners, and the general partner of Scopia Windmill, Scopia
International and Scopia PX International, may be deemed the beneficial owner
of the 2,901,126 Shares owned in the aggregate by Scopia Long, Scopia QP LLC,
Scopia PX, Scopia Partners, Scopia Windmill, Scopia International and Scopia
PX International. Scopia Management, as the Investment Manager of each of
Scopia Long, Scopia QP LLC, Scopia PX, Scopia Partners, Scopia Windmill,
Scopia International, Scopia PX International and of a certain separately
managed account (the Managed Account”), may be deemed the beneficial owner of
the 2,901,126 Shares owned in the aggregate by Scopia Long, Scopia QP LLC,
Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX
International and held in the Managed Account. Each of Messrs. Sirovich and
Mindich, as a Managing Director of the Managing Member of Scopia Management,
may be deemed the beneficial owner of 2,901,126 Shares owned in the aggregate
by Scopia Long, Scopia QP LLC, Scopia PX, Scopia Partners, Scopia Windmill,
Scopia International, Scopia PX International and held in the Managed Account.

As of the date hereof, Mr. Hartman beneficially owned 1,000 Shares. As of the
date hereof, Mr. Martin beneficially owned 925 Shares.

As members of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended, each of the Participants may be deemed to
beneficially own the Shares of the Company owned in the aggregate by the other
Participants. Each of the Participants disclaims beneficial ownership of such
Shares that he/it does not directly own.

^1 Defined as net debt / EBITDA

^2 Including Alere’s predecessor company, as reported in your proxy statement

^3 The 2005 Proxy Statement, filed on 4/13/05, lists no Nominating and
Corporate Governance Committee meetings for fiscal 2004.

Contact:

Media:
Sard Verbinnen & Co
Dan Gagnier, 212-687-8080
or
Investor:
MacKenzie Partners, Inc.
Mark Harnett, 212-929-5500