UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~September~~Pursuant to Section 13 or 15,(d) of ~~2017~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 3, 2017

ALERE INC.

(Exact name of registrant as specified in ~~its~~ charter)

Delaware	1-16789	04-3565120
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

51 Sawyer Road, Suite 200, Waltham, Massachusetts 02453

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~Offices) (Zip Code)

(781) 647-3900

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐ o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ o

~~Item~~Introductory ~~1.01 Entry into a Material Definitive Agreement.~~Note

~~Amended~~On October 3, 2017 (the “Closing Date”), Abbott Laboratories, an Illinois corporation (“Abbott”), completed its acquisition of Alere Inc., a Delaware corporation (“Alere”), pursuant to the Agreement and ~~Restated~~Plan ~~Triage~~of ~~Purchase~~Merger, dated as of January 30, 2016, as amended on April 13, 2017 (the “Merger Agreement”), by and among Abbott, Alere and Angel Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Abbott (“Merger Sub”). Abbott completed the acquisition of Alere through the merger of Merger Sub with and into Alere, with Alere surviving the merger as a subsidiary of Abbott (the “Merger”).

AsItem ~~previously reported by Alere Inc~~1., a Delaware corporation (the “Company”) on the Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on July 17, 2017, on July 15, 2017, the Company entered into a Purchase Agreement (the “Original Triage Purchase Agreement”) with Quidel Corporation, a Delaware corporation (“Quidel”), Quidel Cardiovascular Inc02. ~~(f/k/a~~Termination ~~QTB~~of ~~Acquisition Corp.),~~ a ~~Delaware~~Material ~~corporation~~Definitive and wholly owned subsidiary of Quidel (“Purchaser”), and, for the limited purposes set forth therein, Abbott Laboratories, an Illinois corporation (“Abbott”), pursuant to which the Company agreed to sell, and Purchaser agreed to acquire, the Company’s Triage® MeterPro business (the “Triage Business”).Agreement

OnCredit ~~September 15, 2017, the Company, entered into an amendment and restatement of the Original Triage Purchase~~ Agreement (the “Amended and Restated Triage Purchase Agreement”) with, solely for the purposes of Sections 6.13 and 12.15 thereof, Quidel, Purchaser and, for the limited purposes set forth therein, Abbott. The Amended and Restated Triage Purchase Agreement was entered into to provide that, (i) to the extent that any term of the Amended and Restated Triage Purchase Agreement conflicts with any directly corresponding term or provision of any Decision and Order of the Federal Trade Commission (the “FTC”) or the decision of the European Commission (the “EC”) issued on January 25, 2017 (the “EC Decision”) relating to the Merger (as defined below), the terms of the FTC’s Decision and Order and the EC Decision shall control, and (ii) the Amended and Restated Triage Purchase Agreement may be terminated by Abbott, if all consents of the FTC required for the consummation of the transactions contemplated by the Amended and Restated BNP Purchase Agreement (as defined below) have not been received within twenty-five days after the consummation of the Merger. In connection with the Amended and Restated Triage Purchase Agreement, the parties also agreed to a revised form of one of the lease agreements pursuant to which the Company or its affiliates will lease portions of the real property in San Diego, California, that will be acquired by Purchaser pursuant to the Amended and Restated Triage Purchase Agreement, to shorten the term of the lease.

AsIn inconnection with the ~~Original~~consummation ~~Triage~~of ~~Purchase~~the ~~Agreement~~Merger, on the Closing Date, Alere repaid in full all outstanding amounts under its Credit Agreement, dated as of June 18, 2015, among Alere, certain subsidiaries of Alere, the ~~Amended~~several lenders from time to time party thereto, Goldman Sachs Bank USA, as B term loan administrative agent, and ~~Restated~~Healthcare ~~Triage~~Financial ~~Purchase~~Solutions, LLC, as pro rata administrative agent (as amended or otherwise modified from time to time, the “Credit Agreement:”), and terminated the Credit Agreement and all commitments by the lenders to extend further credit thereunder.

—The AsCredit ~~aggregate~~Agreement ~~consideration~~initially provided for ~~the~~term ~~Triage~~loan ~~Business,~~facilities ~~Purchaser~~totaling ~~will~~$1.7 ~~pay~~billion (consisting of $~~400~~650.0 million inof ~~cash~~A atterm ~~the~~loans ~~closing~~and $1.05 billion of ~~the~~B ~~acquisition~~term ~~(subject~~loans) toand ana ~~inventory~~$250.0 ~~adjustment~~million asrevolving ~~set~~credit ~~forth~~facility. Absent termination, loans and commitments under the Credit Agreement would have expired on June 18, 2020, in the ~~Amended~~case of the A term loans and ~~Restated~~the ~~Triage~~revolving ~~Purchase~~credit ~~Agreement)~~facility, and ~~assume~~June 18, ~~certain~~2022, ~~post-closing~~in ~~liabilities~~the case of the B term loans. ~~Purchaser~~The ~~has~~A ~~indicated~~term ~~that~~loans itand ~~expects~~any toborrowings ~~fund~~under the ~~cash~~revolving ~~purchase~~credit ~~price~~facility ~~for~~initially bore interest at a rate per annum of, at Alere’s option, either (i) the ~~Triage~~Base ~~Business~~Rate, ~~with~~as adefined ~~combination~~in the Credit Agreement, plus an applicable margin of ~~cash~~2.00%, onor ~~hand~~(ii) the ~~and~~Eurodollar ~~new~~Rate, ~~debt~~as ~~financing~~defined in the Credit Agreement, plus an applicable margin of 3.00%. The ~~Amended~~B ~~and~~term ~~Restated~~loans ~~Triage~~initially ~~Purchase~~bore ~~Agreement~~interest ~~contains~~at ~~customary~~a ~~representations~~rate per annum of, ~~warranties~~at ~~and~~Alere’s ~~covenants~~option, ~~made~~either by(i) the ~~each~~Base ofRate, as defined in the ~~Company~~Credit ~~and~~Agreement, ~~Purchaser~~plus an applicable margin of 2.00% or 2.25% depending on Alere’s consolidated secured leverage ratio, asor ~~well~~(ii) the Eurodollar Rate, as ~~mutual~~defined ~~indemnification~~in ~~obligations~~the Credit Agreement, plus an applicable margin of 3.00% or 3.25% depending on Alere’s consolidated secured leverage ratio.

—Senior The transactions contemplated by the Amended and Restated Triage Purchase Agreement are subject to certain closing conditions, including: (i) the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of January 30, 2016, as amended on April 13, 2017, by and among the Company, Abbott and Angel Sub, Inc. (as amended, the “Merger Agreement”), pursuant to which the Company will become a wholly-owned subsidiary of Abbott (the “Merger”), (ii) no law or judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any governmental authority, including a court, that remains in effect and that prohibits, enjoins or makes illegal the consummation of the transactions, (iii) the consummation of the transactions contemplated by the Amended and Restated BNP Purchase Agreement (as defined below), and (iv) other customary closing conditions. The Company is divesting the Triage Business in connection with review by the FTC and the EC of the Merger, which remains subject to FTC and EC approvals and other regulatory approvals. Purchaser’s acquisition of the Triage Business is also subject to approval by the FTC and the EC of Purchaser as the buyer of the Triage Business and other regulatory approvals. Consummation of Purchaser’s acquisition of the Triage Business is expected to occur within 30 days after the closing of the Merger.Notes

—On ~~The~~August 25, ~~Amended~~2017, ~~and~~notice ~~Restated~~was ~~Triage~~given ~~Purchase~~to ~~Agreement~~holders ~~may~~of beAlere’s ~~terminated~~6.375% Senior Subordinated Notes due 2023 (the “2023 Notes”) issued by Alere under ~~certain~~the ~~circumstances~~Indenture dated as of May 12, ~~including:~~2009 (ithe “May 2009 Base Indenture”), as supplemented by the ~~parties’~~Twenty-First ~~mutual~~Supplemental ~~agreement~~Indenture, dated as of June 24, 2015 (iithe Base Indenture as so supplemented, the “2023 Notes Indenture”), inamong Alere, the ~~event~~guarantors ~~that~~named ~~Abbott~~therein ~~determines~~and inU.S. ~~good~~Bank ~~faith~~National Association, as trustee, that Alere intended to redeem all of its outstanding 2023 Notes subject to the ~~FTC~~satisfaction or waiver of certain conditions. With the closing of the transactions described herein, such conditions were satisfied, and on the ECClosing orDate, ~~another~~Alere ~~governmental~~redeemed ~~authority~~all isof ~~not~~its ~~likely~~$425 tomillion ~~approve~~of outstanding 2023 Notes in accordance with the ~~Amended~~optional redemption provisions contained in the 2023 Notes Indenture. In connection therewith, the 2023 Notes Indenture has been satisfied and ~~Restated~~discharged ~~Triage~~in ~~Purchase~~accordance ~~Agreement~~with its terms and Alere and the guarantors party thereto have been released from their obligations with respect to the 2023 Notes Indenture and the 2023 Notes, except with respect to those provisions of the 2023 Notes Indenture that by their terms survive the satisfaction and discharge.

~~transactions~~On ~~contemplated thereby, or Purchaser as~~ the ~~buyer~~Closing ~~of the Triage Business~~Date, ~~(iii)~~notice ifwas ~~any~~given ~~governmental~~to ~~authority~~holders ~~issues~~of aAlere’s ~~final,~~7.250% ~~non-appealable~~Senior ~~judgment~~Notes ~~permanently~~due ~~restraining,~~2018 ~~enjoining or otherwise prohibiting~~ (the ~~transactions~~“2018 ~~contemplated by the Amended and Restated Triage Purchase Agreement, (iv~~Notes”) ifissued ~~the~~by ~~Merger~~Alere ~~Agreement~~under ~~is terminated, (v)~~ the ~~non-terminating~~Indenture ~~party’s~~dated ~~uncured~~as ~~material breach~~ of ~~the Amended and Restated Triage Purchase Agreement~~August 11, or2009 (~~vi)~~the if“August 2009 ~~the~~Base ~~transactions~~Indenture”), ~~contemplated~~as supplemented by the ~~Amended~~Fifteenth ~~and~~Supplemental ~~Restated~~Indenture, ~~Triage~~dated ~~Purchase~~as ~~Agreement~~of ~~have~~December 11, ~~not~~2012 ~~been consummated within 90 days after~~ (the ~~consummation~~August 2009 ofBase ~~the~~Indenture ~~Merger.~~as Asso ~~noted above~~supplemented, the ~~Amended~~“2018 ~~and~~Notes ~~Restated~~Indenture”), ~~Triage~~among ~~Purchase Agreement added an additional termination provision~~Alere, ~~pursuant to which Abbott may terminate~~ the ~~agreement~~guarantors ifnamed ~~all~~therein ~~consents~~and ofThe ~~the~~Bank ~~FTC required for the consummation~~ of ~~the~~New ~~transactions~~York ~~contemplated~~Mellon byTrust ~~the~~Company, ~~Amended~~N.A., ~~and~~as ~~Restated~~trustee ~~BNP Purchase Agreement have not been received within twenty-five days after~~ (the ~~consummation~~“2018 ~~of the Merger.~~Notes

— The Amended and Restated Triage Purchase Agreement contemplates the entry by the parties into certain ancillary agreements as of the closing of the transactions, including: (i) a mutual transition services agreement, (ii) a manufacturing and supply agreement, pursuant to which Purchaser shall provide the Company with certain components, and (iii) lease agreements, pursuant to which the Company or its affiliates will lease portions of the real property in San Diego, California, that will be acquired by Purchaser pursuant to the Amended and Restated Triage Purchase Agreement.2

~~The~~Trustee”), ~~foregoing~~that ~~description~~on November 2, 2017 (the “2018 Notes Redemption Date”) Alere intends to redeem all of its $450 million of outstanding 2018 Notes in accordance with the ~~Amended~~optional ~~and~~redemption ~~Restated~~provisions ~~Triage~~contained ~~Purchase~~in ~~Agreement~~the ~~does~~2018 ~~not~~Notes ~~purport~~Indenture (the “2018 Notes Redemption”). Also on the Closing Date, Alere irrevocably deposited (or caused to be ~~complete~~irrevocably ~~and~~deposited) iswith ~~qualified~~the in2018 Notes Trustee funds sufficient to satisfy and discharge its ~~entirety~~obligations byunder ~~reference~~the 2018 Notes Indenture and directed the 2018 Notes Trustee to apply such funds to effect the ~~full~~2018 ~~text~~Notes ofRedemption on the ~~Amended~~2018 ~~and~~Notes ~~Restated~~Redemption ~~Triage~~Date. ~~Purchase~~In ~~Agreement~~connection therewith, ~~which~~the is2018 ~~filed~~Notes asIndenture ~~Exhibit~~has ~~10.1~~been satisfied and discharged in accordance with its terms and Alere and the guarantors party thereto have been released from their obligations with respect to ~~this~~the ~~Form~~2018 ~~8-K~~Notes Indenture and isthe ~~hereby~~2018 ~~incorporated~~Notes, except with respect to those provisions of the 2018 Notes Indenture that by ~~reference~~their ~~into~~terms ~~this~~survive ~~Item~~the 1satisfaction and discharge.~~01.~~

~~Amended~~On the Closing Date, notice was given to holders of Alere’s 6.500% Senior Subordinated Notes due 2020 (the “2020 Notes”) issued by Alere under the May 2009 Base Indenture, as supplemented by the Sixteenth Supplemental Indenture, dated as of May 24, 2013 (the May 2009 Base Indenture as so supplemented, the “2020 Notes Indenture”), among Alere, the guarantors named therein and ~~Restated~~U.S. ~~BNP~~Bank ~~Purchase~~National ~~Agreement~~Association, as trustee (the “2020 Notes Trustee”), that on November 2, 2017 (the “2020 Notes Redemption Date”) Alere intends to redeem all of its $425 million of outstanding 2020 Notes in accordance with the optional redemption provisions contained in the 2020 Notes Indenture (the “2020 Notes Redemption”). Also on the Closing Date, Alere irrevocably deposited (or caused to be irrevocably deposited) with the 2020 Notes Trustee funds sufficient to satisfy and discharge its obligations under the 2020 Notes Indenture and directed the 2020 Notes Trustee to apply such funds to effect the 2020 Notes Redemption on the 2020 Notes Redemption Date. In connection therewith, the 2020 Notes Indenture has been satisfied and discharged in accordance with its terms and Alere and the guarantors party thereto have been released from their obligations with respect to the 2020 Notes Indenture and the 2020 Notes, except with respect to those provisions of the 2020 Notes Indenture that by their terms survive the satisfaction and discharge.

~~Also~~Item as previously reported by the Company in the Form 8-K filed with the Commission on July 17, 2017, on July 15, 2017, the Company entered into a Purchase Agreement (the “Original BNP Purchase Agreement,” and with the Original Triage Purchase Agreement, the “Original Purchase Agreements”) with, solely for purposes of Section 112.15 thereof, Quidel, Purchaser, and, for the limited purposes set forth therein, Abbott, pursuant to which the Company agreed to sell, and Purchaser agreed to acquire, assets and liabilities relating to the Company’s contractual arrangement with Beckman Coulter, Inc01. ~~for~~Completion ~~the supply by the Company~~ of ~~antibodies~~Acquisition ~~and~~or ~~other~~Disposition ~~inputs related to, and distribution~~ of, ~~the Triage® BNP Test (the “BNP Product”) for the Beckman Coulter Access Family of Immunoassay Systems (the “BNP Business”)~~Assets.

On ~~September~~the ~~15,~~Closing ~~2017~~Date, ~~the~~Abbott ~~Company~~completed ~~entered~~its ~~into~~acquisition ~~an amendment and restatement~~ of ~~the~~Alere ~~Original~~pursuant ~~BNP~~to ~~Purchase Agreement (~~the ~~“Amended~~Merger ~~and Restated BNP Purchase~~ Agreement”). ~~with,~~Abbott ~~solely~~completed ~~for~~ the ~~purposes~~acquisition of ~~Section~~Alere ~~11.15~~through ~~thereof, Quidel, Purchaser and, for~~ the ~~limited~~merger ~~purposes~~of ~~set~~Merger ~~forth~~Sub ~~therein,~~with ~~Abbott. The Amended~~ and ~~Restated BNP Purchase Agreement was entered~~ into ~~to: (i) provide that~~Alere, ~~to the extent that any term of the Amended and Restated BNP Purchase Agreement conflicts~~ with ~~any~~Alere ~~directly~~surviving ~~corresponding term or provision of~~ the ECmerger ~~Decision, the terms of the EC Decision shall control, (ii) modify the payment terms for the BNP Business,~~ as ~~described further below, with conforming changes to indemnification thresholds, (iii) eliminate certain closing deliverables, including the requirement that the parties enter into~~ a ~~distribution~~subsidiary ~~agreement for the distribution~~ of ~~the BNP Product in markets outside of the European Economic Area, and (iv) provide that the agreement may be terminated by~~ Abbott~~, if all consents of the FTC required for the consummation of the transactions contemplated by the agreement have not been received within twenty-five days after the consummation of the Merger~~.

~~Under~~At the ~~Amended~~effective ~~and~~time ~~Restated~~of ~~BNP Purchase Agreement, as aggregate consideration for~~ the ~~BNP~~Merger ~~Business, Purchaser will:~~ (~~i) pay to~~ the ~~Company~~“Effective (ATime”), upeach toshare ~~$40.0~~of ~~million~~Alere’s incommon ~~cash~~stock, ~~payable~~par invalue ~~five annual installments of~~ $8.0.001 ~~million~~per share (~~each,~~the an “~~EEA Installment Payment~~Shares”), ~~the~~issued ~~first~~and ofoutstanding ~~which~~immediately ~~will~~prior beto ~~paid approximately six months following~~ the ~~closing~~Effective ofTime ~~the transactions contemplated by the Amended and Restated BNP Purchase Agreement~~ (~~each,~~other anthan ~~“EEA~~Shares ~~Installment~~owned ~~Payment~~by ~~Date”),~~Alere ~~and~~or ~~(B)~~by ~~$240.0 million in cash~~Abbott, ~~payable~~Merger inSub ~~six~~or ~~annual~~any ~~installments~~direct ofor ~~$40.0~~indirect ~~million~~wholly ~~each,~~owned ~~the~~subsidiary ~~first~~ of ~~which~~Alere ~~will~~or beAbbott ~~paid~~(other ~~approximately~~than ~~six~~Merger ~~months~~Sub) ~~following~~immediately ~~the~~prior ~~closing~~to of the ~~transactions~~Effective ~~contemplated~~Time ~~by the Amended~~ and ~~Restated~~other ~~BNP~~than ~~Purchase~~Shares ~~Agreement,~~as ~~and (ii) assume certain post-closing liabilities. If, prior~~ to anwhich ~~EEA~~dissenters’ ~~Installment~~rights ~~Payment~~were ~~Date,~~properly ~~(1)~~exercised ~~any person other than Quidel and its affiliates~~ (~~each such other person~~collectively, athe “~~Competing~~excluded ~~Party~~shares”)), ~~manufactures~~was orautomatically ~~has~~converted ~~manufactured~~into ~~a BNP assay for use on~~ the ~~automated~~right ~~immunoassay~~to ~~(or~~receive ~~combination~~$51.00 ~~chemistry/immunoassay)~~in ~~laboratory~~cash ~~instruments~~per ~~capable~~Share, ofwithout ~~performing~~interest (the ~~measurement~~“Merger ~~of analytes in human~~ Consideration”).

~~biological~~Also ~~materials~~at the Effective Time, ~~that~~(a) each ~~are~~option ~~developed~~to orpurchase ~~marketed~~Shares by(other orthan onrights ~~behalf~~under ofAlere’s ~~Beckman~~Employee ~~Coulter~~Stock orPurchase ~~its~~Plan) ~~affiliates~~that was outstanding immediately prior to the Effective Time (each, a “~~Competing~~Company ~~Product~~Stock Option”), ~~for~~whether ~~any~~vested ~~Competing~~or ~~Party~~unvested, was canceled and ~~(2)~~the ~~such~~holder ~~Competing~~thereof ~~Party,~~became ~~directly~~entitled orto ~~indirectly~~receive solely, ~~commences~~in ~~and~~full ~~continues~~satisfaction toof ~~commercialize~~the ~~broadly~~rights of such ~~Competing~~holder ~~Product~~with inrespect ~~certain~~thereto, ~~designated~~a ~~countries~~lump-sum ~~therein~~cash inpayment aequal ~~manner~~to ~~involving~~the product of (i) the ~~sale~~number of ~~more~~Shares ~~than~~for awhich desuch ~~minimis~~Company ~~amount~~Stock Option had not been exercised and (ii) the excess, if any, of ~~Competing~~the ~~Product~~Merger toConsideration ~~multiple~~over ~~independent~~the ~~third~~exercise ~~parties~~price ~~that~~per ~~have~~share ~~validated~~of such ~~Competing~~Company ~~Product~~Stock ~~and~~Option; ~~for~~provided, ~~which~~that any such ~~Competing~~Company ~~Product~~Stock Option with an exercise price per Share that is aequal ~~test~~to ofor ~~record~~greater (than the ~~occurrence~~Merger ofConsideration ~~both~~was ~~(1)~~canceled for no consideration; and (2b) each ~~together~~restricted stock unit (each, a “~~Triggering~~Company ~~Event~~RSU”), ~~then~~that ~~the~~was ~~amount~~outstanding ofimmediately prior to the ~~EEA~~Effective ~~Installment~~Time ~~Payments~~was oncanceled and ~~after~~the ~~EEA~~holder ~~Installment~~thereof ~~Payment~~became ~~Date~~entitled ~~shall~~to bereceive assolely, ~~set~~in ~~forth~~full insatisfaction of the ~~table~~rights ~~below:~~of such holder with

Date of Occurrence of Triggering Event	First EEA Installment Payment Amount		Second EEA Installment Payment Amount		Third EEA Installment Payment Amount		Fourth EEA Installment Payment Amount		Fifth EEA Installment Payment Amount		Total of All EEA Installment Payment Amounts
Prior to the Initial Payment Date	$	6,000,000	$	4,000,000	$	2,000,000	$	2,000,000	$	2,000,000	$	16,000,000
After the Initial Payment Date & Prior to 2019 EEA Installment Payment Date	$	8,000,000	$	6,000,000	$	4,000,000	$	2,000,000	$	2,000,000	$	22,000,000
After 2019 EEA Installment Payment Date & Prior to 2020 EEA Installment Payment Date	$	8,000,000	$	8,000,000	$	6,000,000	$	4,000,000	$	2,000,000	$	28,000,000
After 2020 EEA Installment Payment Date & Prior to 2021 EEA Installment Payment Date	$	8,000,000	$	8,000,000	$	8,000,000	$	6,000,000	$	4,000,000	$	34,000,000
After 2021 EEA Installment Payment Date & Prior to 2022 EEA Installment Payment Date	$	8,000,000	$	8,000,000	$	8,000,000	$	8,000,000	$	6,000,000	$	38,000,000

Asrespect inthereto, a lump-sum cash payment equal to the ~~Original~~product ~~BNP~~of ~~Purchase~~(i) the ~~Agreement,~~number ~~under~~of Shares subject to such Company RSU immediately prior to the ~~Amended~~Effective Time and ~~Restated~~(ii) the ~~BNP~~Merger ~~Purchase Agreement:~~Consideration.

—The ~~Purchaser~~aggregate ~~intends~~consideration topaid ~~fund~~in connection with the ~~purchase~~Merger ~~price~~was ~~for~~approximately $4.6 billion, including approximately $4.5 billion in respect of the ~~BNP~~Merger ~~Business~~Consideration ~~from~~and ~~cash~~approximately on$100 ~~hand,~~million with respect to Company Stock Options and ~~cash~~Company ~~flow~~RSUs, ~~from~~without ~~operations~~giving ofeffect ~~the~~to ~~consolidated~~related ~~businesses~~transaction fees and expenses.

— The ~~Amended~~foregoing ~~and~~description ~~Restated~~of ~~BNP~~the ~~Purchase~~Merger ~~Agreement~~and ~~contains~~the ~~customary~~Merger ~~representations,~~Agreement ~~warranties~~is not complete and ~~covenants~~is ~~made~~qualified in its entirety by ~~each~~reference to the Merger Agreement (as amended), copies of ~~Purchaser~~which were filed by Alere as Exhibit 2.1 to the Current Reports on Form 8-K filed with the Securities and Exchange Commission (the ~~Company~~“SEC”) on February 1, as2016 ~~well~~and asApril 14, ~~mutual~~2017, ~~indemnification~~and ~~obligations~~are incorporated by reference into this Item 2.01.

—Item ~~The~~3.01. ~~transactions~~Notice ~~contemplated by the Amended and Restated BNP Purchase Agreement are subject to certain closing conditions, including: (i) the consummation~~ of ~~the~~Delisting ~~Merger, (ii) no law~~ or ~~judgment~~Failure ~~(whether~~to ~~temporary,~~Satisfy ~~preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any governmental authority, including~~ a ~~court,~~Continued ~~that~~Listing ~~remains~~Rule ~~in effect and that prohibits, enjoins~~ or ~~makes~~Standard; ~~illegal~~Transfer ~~the consummation~~ of ~~the transactions, (iii) the consummation of the transactions contemplated by the Amended and Restated Triage Purchase Agreement, and (iv) other customary closing conditions~~Listing. The Company is divesting the BNP Business in connection with review by the EC of the Merger. Purchaser’s acquisition of the BNP Business is also subject to approval by the FTC and the EC of Purchaser as the buyer of the BNP Business and other regulatory approvals. Purchaser’s acquisition of the BNP Business is expected to occur within 30 days after the closing of the Merger.

—In ~~The~~connection ~~Amended~~with ~~and~~the ~~Restated~~consummation ~~BNP~~of ~~Purchase~~the ~~Agreement may be terminated under certain circumstances~~Merger, ~~including~~on ~~(i)~~ the ~~parties’~~Closing ~~mutual agreement~~Date, ~~(ii)~~Alere inrequested ~~the event~~ that ~~Abbott~~the ~~determines~~New inYork ~~good~~Stock ~~faith~~Exchange ~~that~~ (the ~~FTC,~~“NYSE”) ~~the~~suspend ECtrading orof ~~another governmental authority is not likely to approve~~ the ~~Amended~~Shares and ~~Restated~~of ~~BNP~~Alere’s ~~Purchase~~Series B ~~Agreement,~~Convertible ~~the~~Perpetual ~~transactions~~Preferred ~~contemplated thereby~~Stock, orpar ~~Purchaser~~value as$0.001 ~~the~~per ~~buyer~~share of (the ~~BNP~~“Preferred ~~Business~~Stock”), ~~(iii)~~prior ifto ~~any~~market ~~governmental~~open ~~authority~~on ~~issues a final~~October 3, ~~non-appealable judgment permanently restraining~~2017, ~~enjoining~~remove orthe ~~otherwise~~Shares ~~prohibiting~~and the ~~transactions~~Preferred ~~contemplated~~Stock byfrom listing on the ~~Amended~~NYSE, and ~~Restated~~file ~~BNP~~a ~~Purchase~~Form 25 ~~Agreement,~~with ~~(iv) if~~ the ~~Merger~~SEC ~~Agreement~~to isreport ~~terminated, (v)~~ the ~~non-terminating~~delisting ~~party’s~~and ~~uncured~~deregistration ~~material breach~~ of the ~~Amended~~Shares ~~and~~under ~~Restated BNP Purchase Agreement, or~~ Section 12(vib) of if the ~~transactions~~Securities ~~contemplated~~Exchange byAct ~~the~~of ~~Amended~~1934, ~~and~~as ~~Restated~~amended ~~BNP Purchase Agreement have not been consummated within 90 days after~~ (the ~~consummation~~“Exchange ~~of the Merger~~Act”). In Asaddition, ~~noted~~on ~~above~~October 3, ~~the~~2017, ~~Amended~~Alere ~~and~~filed ~~Restated~~a ~~BNP~~Form 25 ~~Purchase Agreement added an additional termination provision, pursuant~~ to ~~which~~provide ~~Abbott~~notification ~~may~~of ~~terminate~~ the ~~agreement~~delisting ~~if all consents~~ of the ~~FTC~~Preferred ~~required~~Stock ~~for~~and to effect the ~~consummation~~deregistration of the ~~transactions~~Preferred ~~contemplated~~Stock byunder ~~such agreement have not been received within twenty-five days after the consummation~~ Section 12(b) of the ~~Merger~~Exchange Act.

—Alere ~~The~~intends ~~Amended~~to ~~and~~file ~~Restated~~a ~~BNP~~Form 15 ~~Purchase~~with ~~Agreement~~the ~~contemplates~~SEC requesting the ~~entry~~deregistration byof the ~~parties~~Shares ~~into~~and ~~certain~~the ~~ancillary~~Preferred ~~agreements~~Stock asunder Section 12(g) of the ~~closing~~Exchange ofAct and the ~~transactions,~~suspension ~~including~~of areporting ~~transition~~obligations ~~services~~under ~~agreement,~~Sections ~~pursuant~~13 toand ~~which~~15(d) of the ~~Company~~Exchange ~~shall~~Act. ~~provide~~The ~~certain~~disclosure ~~transitional~~set ~~services~~forth toin ~~Purchaser~~Item 2.01 is incorporated herein by reference.

~~The~~Item ~~foregoing~~3.03. ~~description~~Material ofModification ~~the Amended and Restated BNP Purchase Agreement does not purport~~ to beRights ~~complete and is qualified in its entirety by reference to the full text~~ of ~~the~~Security ~~Amended and Restated BNP Purchase Agreement, which is filed as Exhibit 10~~Holders.~~2 to this Form 8-K and is hereby incorporated by reference into this Item 1.01.~~

The ~~representations~~disclosure ~~and~~set ~~warranties~~forth ~~of the Company contained~~ in ~~the~~Items ~~Amended~~2.01 and ~~Restated Triage Purchase Agreement and the Amended and Restated BNP Purchase Agreement have been made solely for the benefit of the parties thereto~~3.01 Inis ~~addition,~~incorporated ~~such~~herein ~~representations and warranties (a) have been made only for purposes of the purchase agreements, (b) have been qualified~~ by certain documents filed with, or furnished to, the Securities and Exchange Commission (the “SEC”) by the Company prior to the date of the purchase agreements, (c) have been qualified by confidential disclosures made to the other parties to the purchase agreements in connection therewith, (d) are subject to materiality qualifications contained in the Amended and Restated Triage Purchase Agreement and the Amended and Restated BNP Purchase Agreement, respectively, which may differ from what may be viewed as material by investors, (e) were made only as of the date of the purchase agreements or such other date as is specified in the applicable amended and restated purchase agreement and (f) have been included in the amended and restated purchase agreements for the purpose of allocating risk between the parties to the amended and restated purchase agreements rather than establishing matters as factsreference. Accordingly, the Amended and Restated Triage Purchase Agreement and the Amended and Restated BNP Purchase Agreement are included with this filing only to provide investors with information regarding the terms of the amended and restated purchase agreements, and not to provide investors with any other factual information regarding the Company or its subsidiaries or business. Investors should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or business. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the purchase agreements, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

~~Item~~At ~~9.01~~the ~~Financial~~Effective ~~Statements~~Time, each holder of Shares issued and ~~Exhibits~~outstanding immediately prior to the Effective Time ceased to have any rights as stockholders of Alere (other than the right (except in the case of excluded shares) to receive the Merger Consideration).

~~(d) Exhibits~~Item 5.01. Changes in Control of Registrant.

Exhibit No.		Description
10.1		Amended and Restated Triage Purchase Agreement, dated September 15, 2017, by and among the Company, Purchaser, for purposes of Section 6.13 and 12.15 thereof, Quidel and for the limited purposes therein set forth therein, Abbott.*
10.2		Amended and Restated BNP Purchase Agreement, dated September 15, 2017, by and among the Company, Purchaser, for purposes of Section 11.15 thereof, Quidel and for the limited purposes therein set forth therein, Abbott.*

As a result of the consummation of the Merger, a change of control of the registrant occurred, and Alere became a subsidiary of Abbott. The disclosure set forth in Items 2.01 and 3.03 is incorporated herein by reference.

*The ~~Schedules~~Merger ~~have~~was ~~been~~funded ~~omitted~~by ~~pursuant~~proceeds tofrom ~~Item~~a ~~601(b)(~~$2).8 ofbillion ~~Regulation~~Term ~~S-K.~~Loan ~~The~~Agreement, ~~Company~~dated ~~hereby~~as ~~undertakes~~of July 31, 2017, (as amended pursuant to ~~furnish~~that ~~supplemental~~certain ~~copies~~First ofAmendment ~~any~~dated as of ~~the~~September ~~omitted~~29, ~~schedules~~2017, ~~upon~~and ~~request~~as further amended, restated, extended, supplemented or otherwise modified in writing from time to time) by and among Abbott, the ~~U.S.~~lenders ~~Securities~~from time to time party thereto and ~~Exchange~~Bank ~~Commission~~of America, ~~provided~~N.A., ~~however~~as administrative agent, ~~that~~proceeds from a $1.7 billion borrowing of revolving loans under the ~~parties~~Five ~~may~~Year ~~request~~Credit ~~confidential~~Agreement, ~~treatment~~dated ~~pursuant~~as of July 10, 2014, among Abbott, the lenders from time to ~~Rule~~time ~~24b-2~~party thereto and Bank of ~~the~~America, ~~Exchange~~N.A., ~~Act~~as ~~for~~administrative ~~any~~agent, ~~document~~as sowell ~~furnished~~as with Abbott’s cash on hand.

~~Cautionary~~Item ~~Statement~~9.01. ~~Regarding~~Financial ~~Forward-Looking~~ Statements and Exhibits.

This communication 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. Readers can identify these statements by forward-looking words such as “may,” “could,” “should,” “would,” “intend,” “will,” “expect,” “anticipate,” “believe,” “estimate,” “continue” or similar words. A number of important factors could cause actual results of Alere and its subsidiaries to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, (id) the risk that the proposed merger with Abbott or the proposed transactions with Quidel may not be completed in a timely manner or at all; (ii) the possibility that any or all of the various conditions to the consummation of the merger or the transactions with Quidel may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement with Abbott or the amended and restated purchase agreements with Quidel; (iv) the effect of the announcement or pendency of the transactions contemplated by the merger agreement with Abbott or the purchase agreements with Quidel on Alere’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (v) risks related to diverting management’s attention from Alere’s ongoing business operations; (vi) the risk that stockholder litigation in connection with the transactions contemplated by the merger agreement with Abbott or the purchase agreements with Quidel may result in significant costs of defense, indemnification and liability; and (vii) the risk factors detailed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (as filed with the Securities and Exchange Commission on June 5, 2017) and other risk factors identified herein or from time to time in our periodic filings with the SEC Exhibits. Readers should carefully review these risk factors, and should not place undue reliance on our forward-looking statements. These forward-looking statements are based on information, plans and estimates at the date of this communication. We undertake no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.

SIGNATURES

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of January 30, 2016, by and among Alere Inc., Abbott Laboratories and Angel Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Alere Inc. on February 1, 2016).
2.2		Amendment to Agreement and Plan of Merger, dated as of April 13, 2017, by and among Alere Inc., Abbott Laboratories and Angel Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Alere Inc. on April 14, 2017).

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~4

	ALERE INC.
Date: September 19, 2017	By:	/s/ Douglas Barry
		Douglas Barry
		Associate General Counsel

EXHIBIT INDEX

EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of January 30, 2016, by and among Alere Inc., Abbott Laboratories and Angel Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Alere Inc. on February 1, 2016).
2.2		Amendment to Agreement and Plan of Merger, dated as of April 13, 2017, by and among Alere Inc., Abbott Laboratories and Angel Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Alere Inc. on April 14, 2017).

Exhibit No.		Description
10.1		Amended and Restated Triage Purchase Agreement, dated September 15, 2017, by and among the Company, Purchaser, for purposes of Section 6.13 and 12.15 thereof, Quidel and for the limited purposes therein set forth therein, Abbott.*
10.2		Amended and Restated BNP Purchase Agreement, dated September 15, 2017, by and among the Company, Purchaser, for purposes of Section 11.15 thereof, Quidel and for the limited purposes therein set forth therein, Abbott.*

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission, provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ALERE INC.


Date: October 3, 2017	By:	/s/ Karen M. Peterson
		Karen M. Peterson
		Vice President and Treasurer

Filing Compare · ALERE INC.