EU anti-trust regulators OK Abbott-Alere deal

Anti-trust regulators in the European Union may beOK with the pending, $5.8 billion union of Alere (NYSE:ALR), but Abbott (NYSE:ABT) still wants out of the deal.

The Chicago-area healthcare giant, which posted its 4th-quarter results earlier today, sued last month to stop the merger. Today the EU regulators on the European Commission approved the merger, subject to Abbott selling off some Alere’s Epoc and Triage tests and its BNP reagents business. Abbott also agreed to sell plants in Ottawa and San Diego to mollify the commission.

“Doctors and patients worldwide rely on fast and accurate tests to detect and monitor medical conditions. Today’s decision ensures that they will continue to benefit from choice and competitive prices in the fast developing market for small and portable test analyzers,” commissioner Margrethe Vestager said in prepared remarks.

In the complaint filed Dec. 7 with the Delaware Court of Chancery seeking to halt the merger, Abbott cited a “substantial loss in Alere’s value,” saying that since signing the agreement a year ago, Alere “suffered a series of damaging business developments.”

“Alere is no longer the company Abbott agreed to buy 10 months ago. These numerous negative developments are unprecedented and are not isolated incidents brought on by chance. We have attempted to secure details and information to assess these issues for months, and Alere has blocked every attempt. This damage to Alere’s business 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,” Abbott external communications VP Scott Stoffel said at the time.

Alere responded by saying that the filing is “entirely without merit.”

“As Abbott well knows, none of the issues it has raised provides it with any grounds to avoid closing the merger. Alere has fully complied with its contractual obligations under the merger agreement and is highly confident that the merger will be completed in accordance with the terms set forth in the merger agreement. Alere will take all actions necessary to protect its shareholders and to compel Abbott to complete the transaction in accordance with its terms,” Alere said.

The $5.8 billion deal, which was announced in February, ran into trouble right out of the gate. A March 11 subpoena from the U.S. Justice Dept. sought documents on Alere’s dealings with 3rd-party distributors and foreign healthcare officials and the company was late in filing its full-year results for 2015. Alere in April rejected a $50 million offer from Abbott to spike the merger; in July the DoJ initiated another probe into Alere’s billing practices for pain management payments from government insurance programs.

Alere sued Abbott the next month, looking to force its would-be acquirer to obtain all antitrust approvals required to complete the acquisition. In early September, Delaware Chancery Court Judge Sam Glasscock put the lawsuit on the fast track and urged the companies to try and talk things out; an attempt at mediation failed later that month.

Abbott filed a counter-suit last month, the same day that the Centers for Medicaid & Medicare Services revoked enrollment for Alere’s Arriva diabetes division after finding that it submitted claims for 211 deceased patients.

Abbott closed the $25 billion acquisition of St. Jude Medical earlier this month.

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