Alere Sues Abbott to Force Completion of $5.8 Billion Deal

  • Alere shares fall 2.8 percent after suit filed in Delaware
  • Combination would create world’s largest medical-testing firm

Alere Inc. sued Abbott Laboratories to compel the completion of their pending $5.8 billion takeover deal, claiming the medical-device maker failed to get U.S. antitrust clearance in an effort to scuttle the contentious transaction.

Abbott “has breached the merger agreement between the parties by failing to promptly secure antitrust approvals and other regulatory requirements,” Alere said in a filing Friday in Delaware Chancery Court. Abbott denied the allegations, saying it’s compliant with its obligations and continues to work toward regulatory approvals needed to close the purchase.

The suit is another escalation in the months-long saga between the health-care companies, which has now made it to the court system for what is expected to be a drawn-out dispute. Alere stock, which has traded well under the $56-a-share offer for months during the standstill, fell further after the suit was disclosed. The stock lost 2.8 percent to close at $39.55 in New York, while Abbott was little changed at $42.98.

The takeover agreement, signed Jan. 30, ran into trouble within a few weeks after Alere delayed filing documents about its 2015 financial performance with securities regulators. Alere has since disclosed two U.S. probes into some of its businesses overseas and its billing practices in the U.S. Abbott Chief Executive Officer Miles White has tried to get out of the deal, offering Alere up to $50 million to cover legal costs in exchange for ripping up the contract, a proposal that was rejected by Alere’s board.

Alere’s suit is intended to force the closing of the merger agreement. There is no breakup provision for Alere should Abbott fail to complete the purchase, which would create the world’s biggest medical-testing firm. In April, Abbott also agreed to buy St. Jude Medical Inc. for $25 billion, raising further questions about the status of its Alere purchase.

‘Compel Abbott’

“Alere will take all actions necessary to protect the interests of Alere shareholders, enforce Alere’s rights under the merger agreement and compel Abbott to complete the transaction in accordance with its terms,” the Waltham, Massachusetts-based company said in a statement.

The suit was filed late Thursday and some details were disclosed in a filing on Friday. The complaint was filed under seal, obscuring the specific details of Alere’s arguments. The company said it expects a redacted version of the complaint will be available next week.

Abbott said the suit was without merit.

“Abbott is compliant with its obligations under the merger agreement and continues to work toward regulatory approvals,” even though Alere has now delayed filing of its 2015 10K annual filing by almost six months, spokeswoman Darcy Ross said in a telephone interview.

The case is Alere Inc. v. Abbott Laboratories, CA 12691, Delaware Chancery Court (Wilmington).

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