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Abbott Alere Merger Agreement

Alere believes that in diagnosing and monitoring health problems, knowledge is now important™. Alere provides reliable and actionable insights by providing rapid diagnostic tests that improve clinical and economic health outcomes worldwide. Headquartered in Waltham, Massachusetts, Alere focuses on the rapid diagnosis of cardiometabolic diseases, infectious diseases and toxicology. For more information about Alere, see www.alere.com. ABBOTT PARK, Ill., and WALTHAM, Mass., April 14, 2017 /PRNewswire/ — Abbott (NYSE: ABT) and Alere Inc. (NYSE: ALR) today announced that the companies have agreed to amend the existing terms of their agreement for Abbott`s acquisition of Alere. This announcement may be considered as promotional material relating to Abbott`s proposed acquisition of Alere. In connection with the proposed acquisition, Alere intends to file the relevant documents with the U.S. Securities and Exchange Commission (the “SEC”), including Alere`s proxy circular in preliminary and final form. Alere shareholders are encouraged to read all relevant documents filed with the SEC, including Alere`s proxy circular, as it will contain important information about the proposed transaction and the parties to the proposed transaction. Investors and securityholders may obtain the documents (where available) free of charge from the SEC`s website at www.sec.gov or free of charge from Alere on www.alere.com/en/home/investor-relations/sec-filings-and-financials.html or upon request to Juliet Cunningham, Alere`s Vice President of Investor Relations, at 858-805-2232 or [email protected]. “We believe that the new merger agreement now includes all the known issues that have developed, so we do not expect any risk to the future of the agreement unless something else emerges as of today`s date,” Jansen said.

Visit Abbott on the www.abbott.com and connect with us on Twitter at @AbbottNews. (Reuters) – Diversified healthcare company Abbott Laboratories ABT. N agreed to purchase Alere Inc ALR on Friday. N at a lower price than it had previously taken place after raising concerns about the accuracy of the various representations, warranties and representations made by the former agreement. Our M&A lawyers are among the most experienced and efficient in the world. We represent many of the world`s largest publicly traded and privately held companies, as well as private equity firms, hedge funds, financial advisors and other leading financial institutions and investors in their largest merger, acquisition and acquisition transactions. On February 1, 2016, Abbott and Alere announced a definitive agreement to acquire Alere, the world`s leading point-of-care diagnostics provider, which will significantly strengthen Abbott`s global presence and leadership in diagnostics. Abbott agreed in January 2016 to purchase Alere, a medical device testing and point-of-service company, for $56 per share, a 50% premium to the then-current market price. Three months later, Abbott decided to pull out of the deal, sparking a bitterly contested merger battle over whether Abbott would be forced to close the deal. In December 2016, Abbott sued Alere in Delaware Chancery Court, arguing that several events since the signing of the agreement had significantly devalued Alere and allowed Abbott to cancel the transaction for reasons of significant adverse changes.

On April 14, a week before the trial, Alere, represented by Paul, Weiss and Abbott, announced a settlement in which Abbott agreed to continue the transaction at a price of $56 to $51 per share. Recently, the Delaware Court of Chancery ruled that shareholders of Dr Pepper Snapple Group, Inc. did not have the right to value their shares in a reverse triangular merger involving a subsidiary of Dr. Pepper and the . To obtain regulatory approvals for the merger, Alere and Abbott had to divest three Alere product lines. Paul, Weiss represented Alere in connection with the sale of two of these product lines to Quidel Corporation for a total price of up to $680 million and a third product line to Siemens Healthineers on undisclosed terms. Final regulatory approval of the transaction with Alere Abbott was granted on September 29, one day prior to the deadline set out in the merger agreement. Paul, Weiss` team was led by partners Scott Barshay and Ross Fieldston, as well as litigation partners Bruce Birenboim, Andrew Gordon, Audra Soloway and Jaren Janghorbani. The team consisted of John Kennedy, Corporate Partner; Andrew Gaines, Employee Benefits Partner, and lawyer Reuven Falik; Litigation partners Richard Rosen, Jane O`Brien and Stephen Lamb as well as lawyers Harris Fischman and Daniel Mason. NEW YORK (GenomeWeb) – Abbott and Alere announced today that they have agreed to amend the terms of their acquisition agreement and dismiss their lawsuits against each other.

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. A number of important factors could cause the actual results of Alere and its subsidiaries to differ materially from those expressed in these forward-looking statements, including the risk that the proposed merger with Abbott will not be completed, failure to obtain the necessary shareholder or regulatory approval for the proposed merger, the risk factors listed in Part I; Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2015 (filed with the SEC on August 8, 2016) and other risk factors identified from time to time in our regular filings with the SEC. Readers should carefully consider these risk factors and not place undue reliance on our forward-looking statements. These forward-looking statements are based on information, plans and estimates as of the date of this release. We assume no obligation to update any forward-looking statements to reflect changes in assumptions or underlying factors, new information, future events or other changes. Davis Polk advises J.P. Morgan as financial advisor to Alere Inc. in connection with the amendment of the existing terms of its agreement to acquire Alere by Abbott. Under the amended terms, Abbott will pay $51 per common share for the acquisition of Alere, representing an expected new equity value of approximately $5.3 billion.

The transaction, which is expected to close by the end of the third quarter of 2017, is subject to the approval of Alere`s shareholders and the satisfaction of customary closing conditions, including applicable regulatory approvals. M&A activity in June 2018 weakened compared to the previous month for most measures, although it remained generally strong in the first half of the year. The total number of transactions decreased in the United States. from 28.6% to 528 and from 17.5% globally. Private Securities Litigation Reform Act of 1995 Abbott Caution on Forward-Looking Statements In March, M&A activity in the U.S. generally remained slow, but showed strong signs of recovery worldwide. The total value of U.S. transactions fell 14.3 percent to $116.21 billion, while the total value of global transactions increased. M&A activity around the world and in the U.S. was mixed in February. Overall, the number of transactions continued to decline in the United States and the rest of the world, while the total value of transactions showed signs of recovery from low levels.

As expected given the current environment, M&A activity declined globally and in the U.S. for almost all measures in March. Globally, the number of transactions decreased by 3.2% to 2,527 and the total value of transactions fell by.. M&A activity in May 2018 generally weakened compared to the previous month. The total number of transactions decreased in the United States.

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