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Alere and Abbott Complete $5.3 Billion Merger

Paul, Weiss represented Alere Inc. in its acquisition by Abbott Laboratories. Under the terms of the deal, Alere stockholders received $51 per share of common stock in a deal that valued Alere’s equity at $5.3 billion.

Abbott agreed to buy Alere, a medical device and point-of-care testing company, in January 2016 for $56 per share—a 50 percent premium over the then-current market price. Three months later, Abbott decided it wanted out of the deal, triggering a hard-fought merger battle over whether Abbott would be forced to consummate the transaction. In December 2016, Abbott sued Alere in Delaware Chancery Court, arguing that multiple events since the deal was signed had materially devalued Alere and permitted Abbott to cancel the transaction on material adverse change grounds. On April 14, a week before trial, Alere, represented by Paul, Weiss, and Abbott announced a settlement under which Abbott agreed to proceed with the transaction at a price reduced from $56 to $51 per share.

In order to gain regulatory approvals for the merger, Alere and Abbott were required to divest three Alere product lines. Paul, Weiss represented Alere in connection with its divestment of two of those product lines to Quidel Corporation for a combined price of up to $680 million and a third product line to Siemens Healthineers on undisclosed terms. Final regulatory approval for the Alere-Abbott transaction was granted on September 29—one day prior to the deadline set forth in the merger agreement.      

The Paul, Weiss team was led by corporate partners Scott Barshay and Ross Fieldston and litigation partners Bruce Birenboim, Andrew Gordon, Audra Soloway and Jaren Janghorbani. The team included corporate partner John Kennedy; employee benefits partner Andrew Gaines and counsel Reuven Falik; litigation partners Richard Rosen, Jane O’Brien and Stephen Lamb and counsel Harris Fischman and Daniel Mason.

October 3, 2017

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