Alere and Abbott’s Amendment of Terms of Merger Agreement


Paul, Weiss client Alere, Inc. settled its hard-fought merger battle with Abbott Labs.

bbott had agreed to buy Alere, a medical device and point-of-care testing company, in January 2016 for $56 a share–a 50 percent premium over market. Three months later, Abbott decided it wanted out of the deal, triggering a year-long fight over whether Abbott would be forced to consummate the transaction. Last December, 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. Kirkland & and Ellis and Wachtell Lipton represented Abbott. The court ordered expedited discovery and an April 21 trial. On April 14, a week before trial, the parties announced a settlement in which Abbott agreed to proceed with the transaction at a price reduced from $56 to $51 a share.

The Paul, Weiss litigation team was led by partners Bruce Birenboim (Picture), Andrew Gordon, Audra Soloway and Jaren Janghorbani, with invaluable assistance from partners Richard Rosen, Jane O’Brien and Stephen Lamb, and included counsel Harris Fischman and Daniel Mason. The corporate team was led by partners Scott Barshay and Ross Fieldston, and included partner John Kennedy.

Involved fees earner: Bruce Birenboim – Paul Weiss Rifkind Wharton & Garrison; Andrew Gordon – Paul Weiss Rifkind Wharton & Garrison; Audra Soloway – Paul Weiss Rifkind Wharton & Garrison; Jaren Janghorbani – Paul Weiss Rifkind Wharton & Garrison; Richard Rosen – Paul Weiss Rifkind Wharton & Garrison; Jane O’Brien – Paul Weiss Rifkind Wharton & Garrison; Stephen Lamb – Paul Weiss Rifkind Wharton & Garrison; Harris Fischman – Paul Weiss Rifkind Wharton & Garrison; Daniel Mason – Paul Weiss Rifkind Wharton & Garrison; Scott Barshay – Paul Weiss Rifkind Wharton & Garrison; Ross Fieldston – Paul Weiss Rifkind Wharton & Garrison; John Kennedy – Paul Weiss Rifkind Wharton & Garrison;

Law Firms: Paul Weiss Rifkind Wharton & Garrison;

Clients: Alere Inc.;

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Author: Ambrogio Visconti