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Alere Adamant Abbott Can't Avoid Closing Acquisition

NEW YORK (GenomeWeb) – Abbott has no basis to elude closing its pending acquisition of Alere, the Waltham, Massachusetts-based diagnostics firm claimed after Abbott said Alere's filing of its Form 10-K for 2015 did not eliminate some concerns it had about the deal.

"In response to the statements made by an Abbott spokesman yesterday, while Abbott is free to express concerns about anything it wants, it should not imply that Abbott has any basis to avoid closing the merger, as there is absolutely no basis whatsoever for Abbott to do so," Alere said in a statement to GenomeWeb.

Alere was responding to a statement from Abbott that said, in part, "Alere's Form 10-K filing for 2015 does not eliminate Abbott's concerns about its business controls and practices given the litany of issues that have come to light since our agreement was announced."

Alere yesterday submitted a delayed annual report and reported that it had revised its financial filings for the past two years after completing an internal review of financial statements.

Alere is in the process of being acquired by Abbott, which agreed earlier this year to pay $5.8 billion to buy the company. Uncertainty around the acquisition emerged because Alere delayed filing its 10-K report with US regulators. Abbott then requested termination of the deal, which Alere refused. Alere has also received a grand jury subpoena from the US Department of Justice over sales practices and dealings in Africa, Asia, and Latin America.

"Alere is pleased to have filed our current 2015 Form 10-K, in which we made immaterial revisions to our previously issued financial statements for 2013, 2014, and 2015. The annual financial statements included in the Form 10-K have been independently audited," the firm said.

Abbott, responding to Alere's filing yesterday, said it was still concerned that a number of issues needed to be resolved. "Alere has also failed to provide an adequate explanation for the extended filing delay and has refused to provide detailed and relevant information on several outstanding issues," Abbott said. "We continue to await details about Alere's first half 2016 results and ongoing regulatory matters in jurisdictions around the world."

Financial analysts reacted positively to Alere's 10-K filing. "We struggle to see how [Abbott] can break this deal and believe that [Abbott] will complete its deal to acquire [Alere] at the full deal price of $56/share," wrote Mark Massaro, an analyst with Canaccord Genuity.

Goldman Sachs' Isaac Ro said, "We view [Alere's 10-K filing] as a positive as it resolves a key point of uncertainty around [Alere's] financials. Management has previously reiterated that the focus of this review related to the timing, not magnitude, of revenue recognition — this news supports that view which we view as encouraging."

Shares of Alere were up more than 1 percent at $38.96 in morning trading on the New York Stock Exchange, while shares of Abbott were up a fraction of 1 percent at $45.13.