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Alere Inc. Statement Amending Acceptance Condition to Axis-Shield Offer
Date:9/26/2011

ursue to achieve its strategic objectives.
  • On the basis of this, therefore, the Board of Alere reaffirms that its Offer, at a price of 460 pence per Axis-Shield Share in cash, and representing a premium of 37 per cent. to Axis-Shield's pre-bid speculation share price and a 45 per cent premium to the six month average price to 5 July 2011, represents a compelling value proposition. Alere also believes that the Offer provides certainty for Axis-Shield Shareholders, enabling them to realise the value of their shares in cash, whilst avoiding the risks of continuing to hold Axis-Shield Shares
  • In order to increase the probability of Axis-Shield Shareholders receiving the 460 pence per share Offer, Alere has taken the decision to amend the acceptance condition applicable to the Offer so that the number of valid acceptances required to be received in respect of the Offer shall not be less than such number of Axis-Shield Shares as is necessary to ensure that the Offeror and/or any other members of the Alere Group have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Axis-Shield Shares carrying, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at general meetings of Axis-Shield.
  • If the Offer were to lapse on 10 October 2011, Alere believes that there is a strong possibility that Axis-Shield's share price would fall significantly below its current share price, particularly as no other potential bidder has announced its interest publicly and given that, prior to 6 July 2011, Axis-Shield's three month weighted average share price was 328 pence per Axis-Shield Share.
  • On 16 September 2011, Alere AS Holdings also announced that the German Federal Cartel Office ("Bundeskartellamt") had unconditionally approved the Offer. Accordingly, the related Condition in Part A of Appendix 1 to the Offer Document is treated as satisfied for the purposes of the Offer.
  • Alere AS Holdings also anno
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  • SOURCE Alere Inc.
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