Abbott Labs Has Officially Moved to Kill Its Deal to Buy Alere

December 8, 2016, 9:38 AM UTC
Abbott To Sell Generic Drug Unit To Mylan For $5.3 Billion
The logo for Abbott Laboratories sits atop a tower at the company's headquarters in Abbott Park, Illinois, U.S., on Monday, July 14, 2014. Abbott Laboratories said it plans to sell its generic drug business for established markets to Mylan Inc., getting in return a share of the newly combined companies in a deal valued at about $5.3 billion. Photographer: Daniel Acker/Bloomberg
Photograph by Daniel Acker — Bloomberg via Getty Images

Abbott Laboratories said on Wednesday that it had moved to terminate its proposed acquisition of Alere, citing a “substantial loss” in the value of the diagnostics company since they struck a deal 10 months back.

Abbott (ABT) filed a complaint in the Delaware Court of Chancery to kill the deal it struck with Alere in late January, worth $5.8 billion at the time.

“This is likely posturing by Abbott to set up a scenario where a price cut could be arranged,” Canaccord Genuity’s Mark Massaro told Reuters.

He said Abbott’s best bet would be to create uncertainty to drive Alere’s stock lower so the company’s shareholders would agree to a lower price. Alere (ALR) is slated to hold its annual meeting on Thursday.

Since the two companies announced the deal, Alere has faced multiple setbacks, while Abbott in April struck a deal to buy heart device maker St. Jude Medical (STJ) for $25 billion.

When the Alere deal was announced, and shortly thereafter, Abbott has expressed a lot of buyers remorse, Jefferies’ analyst Raj Denhoy said.


The relationship between the two companies began to cool after Alere failed to file financial statements and disclosed probes into billing and foreign sales practices.

In July, at the behest of the U.S. health regulator, Alere recalled a device used to monitor levels of a widely used blood thinner because it was found to generate faulty results.

The following month, Alere filed a lawsuit accusing Abbott of dragging its feet on key antitrust submissions to sabotage the deal. In November, Alere lost reimbursement on its Medicare business.

These developments are unprecedented and are not isolated incidents brought on by chance, Abbott said on Wednesday.

“This damage … can only be the result of a systemic failure of internal controls, which combined with the lack of transparency, led us to filing this complaint,” said Scott Stoffel, divisional vice president of external communications at Abbott.

Alere said on Wednesday that none of the arguments made by Abbott gave it grounds to abandon the merger.

“Alere will take all actions necessary … to compel Abbott to complete the transaction in accordance with its terms,” the company said.

Alere’s shares tumbled 8% to $36.67, compared with Abbott’s offer of $56 per share. Abbott’s shares were off 0.15% at $38.48.

“It is still a good asset for Abbott. One would think that cooler heads should prevail, but we’re not in the boardroom,” Jefferies’ Denhoy said.

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