Exhibit (a)(1)(D)
Offer To Purchase For Cash
All Outstanding Shares of Series B Convertible Perpetual Preferred Stock
of
Alere Inc.
at
$402.00 Net Per Share of Series B Convertible Perpetual Preferred Stock
Pursuant to the Offer to Purchase, dated as of July 17, 2017
by
Abbott Laboratories
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON AUGUST 11, 2017, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED OR EARLIER TERMINATED, THE "EXPIRATION DATE").
July 17, 2017
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated as of July 17, 2017 (as it may be amended or supplemented from time to time, the "Offer to Purchase"), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the "Letter of Transmittal," which, together with the Offer to Purchase, collectively constitute the "Offer") in connection with the offer by Abbott Laboratories, an Illinois corporation ("Abbott" or the "Purchaser"), to purchase all of the outstanding shares of Series B Convertible Perpetual Preferred Stock, par value $0.001 per share (the "Preferred Stock") of Alere Inc., a Delaware corporation ("Alere"), at a purchase price of $402.00 per share of Preferred Stock (the "Offer Price"), plus accrued but unpaid dividends to, but not including, the Tender Settlement Date (as defined in the Offer to Purchase), net to the seller in cash, without interest thereon and subject to any withholding of taxes required by applicable law, upon the terms and subject to the conditions of the Offer.
We or our nominees are the holder of record of Preferred Stock held by us for your account. A tender of such Preferred Stock can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal accompanying this letter is furnished to you for your information only and cannot be used by you to tender Preferred Stock held by us for your account.
We request instructions as to whether you wish us to tender any or all of the Preferred Stock held by us for your account, upon the terms and subject to the conditions set forth in the Offer.
Please note carefully the following:
Offer, however, is conditioned upon the consummation of the Merger on the terms set forth in the Merger Agreement.
If you wish to have us tender any or all of your Preferred Stock, then please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize the tender of your Preferred Stock, then all such Preferred Stock will be tendered unless otherwise specified on the Instruction Form.
Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on your behalf before the Expiration Date.
In all cases, payment for Preferred Stock accepted for payment in the Offer will be made only after timely receipt by the Depositary of (i) certificates representing the Preferred Stock (or a timely Book-Entry Confirmation (as defined in the Offer to Purchase)), (ii) a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof), with any required signature guarantees (or, in the case of a book-entry transfer effected pursuant to the procedures set forth in Section 3, entitled "Procedure for Tendering Shares of Preferred Stock," of the Offer to Purchase, an Agent's Message (as defined in the Offer to Purchase) in lieu of a Letter of Transmittal), and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering shareholders may be paid at different times depending upon when certificates representing the Preferred Stock or Book-Entry Confirmations with respect to the Preferred Stock are actually received by the Depositary.
2
The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Preferred Stock in any state in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, "blue sky" or other laws of such state. In those states where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Purchaser by one or more registered brokers or dealers licensed under the laws of such state to be designated by the Purchaser.
3
With Respect to the Offer to Purchase for Cash
All Outstanding Shares of Series B Convertible Perpetual Preferred Stock
of
Alere Inc.
at
$402.00 Net Per Share of Series B Convertible Perpetual Preferred Stock
Pursuant to the Offer to Purchase, dated as of July 17, 2017
by
Abbott Laboratories
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated as of July 17, 2017 (as it may be amended or supplemented from time to time, the "Offer to Purchase"), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the "Letter of Transmittal," which, together with the Offer to Purchase, collectively constitute the "Offer"), in connection with the offer by Abbott Laboratories (the "Purchaser") to purchase all outstanding shares of Series B Convertible Perpetual Preferred Stock, par value $0.001 per share (the "Preferred Stock") of Alere Inc., a Delaware corporation ("Alere"), at a purchase price of $402.00 per share of Preferred Stock (the "Offer Price"), plus accrued but unpaid dividends to, but not including, the Tender Settlement Date (as defined in the Offer to Purchase), net to the seller in cash, without interest thereon and subject to any withholding of taxes required by applicable law, upon the terms and subject to the conditions of the Offer.
4
The undersigned hereby instruct(s) you to tender to the Purchaser the number of shares of Preferred Stock indicated below or, if no number is indicated, all shares of Preferred Stock held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer. The undersigned understands and acknowledges that all questions as to validity, form and eligibility of the surrender of any certificate representing Preferred Stock submitted on my behalf will be determined by the Purchaser and such determination shall be final and binding.
Account Number: |
Number of Shares of Preferred Stock Being Tendered Hereby*: |
||
The method of delivery of this document is at the election and risk of the tendering shareholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery prior to the Expiration Date (as defined in the Offer to Purchase).
Dated: |
Signature(s): |
Name(s): |
||
| (Please Print) |
||
Address: |
||
| (Include Zip Code) |
||
Area Code and Telephone No.: |
Tax Identification or Social Security No.: |
5