Alere agrees to be bought by Abbott for reduced price
The long and contentious purchase of Alere Inc. of Waltham by Abbott Laboratories appears at hand, after the two health care companies said Friday they have a new deal that lowers the takeover price by $500 million.
The amended takeover, under which Abbott will pay $51 for each share of Alere, is valued at $5.3 billion, down from the $5.8 billion the parties had initially agreed to in February 2016.
The stock market was closed for Good Friday, but Alere closed trading Thursday, before the deal was announced, with a market cap of $3.86 billion.
The two companies have spent much of the past year fighting over terms, triggered by Alere’s disclosure that it had received a grand jury subpoena seeking documents on its sales practices and delayed a regulatory filing.
Alere, a maker of medical test products, experienced several other business setbacks, and months of strained negotiations between the two companies were punctuated by dueling lawsuits.
Both companies said Friday they will now drop their lawsuits against one another. They said they expect to close on their amended acquisition agreement by the end of the third quarter, subject to the approval of Alere shareholders and government regulators.
Alere chief executive Namal Nawana said the revised deal delivers “ value and certainty to Alere shareholders,” and promised he would work to complete the transaction.
“We believe this is an equitable settlement,” said Abbott spokesman Scott Stoffel, noting that his company remains interested in Alere’s suite of so-called point-of-care diagnostics used in doctors offices, pharmacies, and homes. “Our core strategic intent — to build a leadership position in this segment — remains the same.”
Raj Denhoy, medical device analyst for investment bank Jefferies LLC in New York, said the deal will establish Abbott as a leader in point-of-care diagnostics while allowing both sides to forgo litigation.
“It’s a good outcome for everyone,” Denhoy said. “Nobody’s admitting fault or declaring victory. This is an acknowledgment that it’s better to bury the hatchet and move on.”
In December Abbott sued to get out of the acquisition, citing “a series of damaging business developments” that depressed Alere’s value, including Medicare eliminating billing privileges for a major Alere division, the recall of an important set of products, and two criminal investigations that weren’t disclosed when the original deal was signed.
After it signed its initial agreement to purchase Alere, the Chicago-based Abbott announced an even bigger takeover, agreeing to pay $25 billion to buy St. Jude Medical Inc. of St. Paul.
Alere had filed its complaint against Abbott last August, accusing its would-be buyer of trying to torpedo the acquisition and threatening to create a “living hell” for Alere executives if they didn’t accept a walkaway fee of $30 million to $50 million.
Two months later, Alere’s shareholders voted to approve the acquisition. They also OK’d one-time payments to Alere’s top five executives totaling more than $39 million — including nearly $20.5 million for Nawana — if the deal was completed.