MASSDEVICE ON CALL — Diagnostics giant Alere (NYSE:ALR) has seen some major Wall Street action since news broke that former CEO Ron Zwanziger is looking to take the company private in a deal valued at $3.82 billion.
The offer has gotten the attention of shareholders as well as of former SEC attorney Willie Briscoe and the securities litigation firm of Powers Taylor, LLP.
"The investigation relates to the fairness of the proposed transaction to Alere shareholders and whether the Board of Directors is adequately shopping the company in order to obtain the best possible price for the shareholders," according to a statement from Powers Taylor and The Briscoe Law Firm. " In addition, the firms are actively investigating possible breaches of fiduciary duty and other violations of state law by the Board of Directors of Alere in connection with the potential approval of this transaction, and whether Alere’s Board of Directors is acting in the shareholders’ best interests."
A spate of other law firms are following suit with their own investigations.
Zwanziger, who stepped down in July alongside a couple other Alere executives, is looking to take over Alere at a price of $46 per share, a 25% premium over ALR’s share price Sept. 12, but the price could go higher during due diligence investigations.
Zwanziger is one of Alere’s biggest shareholders, and has been actively dealing behind the scenes over the last couple months to flesh out a potential takeover, Bloomberg reported.
"Mr. Zwanziger intends to promptly propose a consensual all-cash transaction at the buyout price of $46 per share to the issuer and request a month-long due diligence period in which the issuer would fully cooperate," according to an Alere SEC filing. "The former officers believe that the issuer’s common stock is undervalued in the market and that the proposed transaction will create and deliver a substantial increase in shareholder value."
Alere executives issued an early response to Zwanziger’s offer, saying that the company is reviewing its own business practices and believes that "near-term and long-term shareholder value can be enhanced materially through disciplined execution within the core business."
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