Alere Inc. Announces Offer to Acquire Axis-Shield

Aug 05, 2011, 02:15 ET from Alere Inc.

WALTHAM, Mass., Aug. 5, 2011 /PRNewswire/ -- Alere Inc. (NYSE: ALR), a global leader in enabling individuals to take charge of their health at home through the merger of rapid diagnostics and health management, announced today that it will make a cash offer for the entire issued and to be issued ordinary share capital of Axis-Shield, whose shares are traded on the main market of the London Stock Exchange and on the Oslo Bors.  Axis-Shield shareholders will be offered 460 pence (or approximately $7.51) for each Axis-Shield share held by them, valuing the transaction at approximately £230 million (or approximately $375 million). The offer will be conditional upon Alere receiving valid acceptances in respect of not less than 90 percent of Axis-Shield shares to which the offer relates and not less than 90 percent of the voting rights carried by those shares.

Alere announced its intention to make the offer, as well as the fact that it has acquired approximately 2.23% of Axis-Shield's share on the open market, through the Regulatory News Service of the London Stock Exchange pursuant to UK regulatory and legal requirements. The complete announcements are provided below and can also be found on the Alere website, http://www.alere.com, and the website of the London Stock Exchange, www.londonstockexchange.com.

The offer is for the securities of a corporation organized under the laws of Scotland and is subject to the procedure and disclosure requirements of the United Kingdom, including the City Code on Takeovers and Mergers (the "Code"), which are different from those of the United States. The offer will be made in the United States pursuant to Section 14(e) of the US Securities Exchange of 1934, as amended (the "Exchange Act"), subject to the exemptions provided by Rule 14d-1(c) under the Exchange Act and otherwise in accordance with the requirements of the Code. Accordingly, the offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws.

About Alere

By developing new capabilities in near-patient diagnosis, monitoring and health management, Alere enables individuals to take charge of improving their health and quality of life at home.  Alere's global leading products and services, as well as its new product development efforts, focus on infectious disease, cardiology, oncology, drugs of abuse and women's health.  Alere is headquartered in Waltham, Massachusetts.

Cautionary Note Regarding Forward-Looking Statements

This press release, including the announcement below, contains statements that are or may be forward looking statements. All statements other than statements of historical facts included in this Announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans" "believes", "expects", "aims"," intends", "will", "may", "anticipates", "estimates", "projects" or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) statements relating to the expected benefits of the acquisition to Alere and/or Axis-Shield; (ii) background to and reasons for the offer; (iii) expectations of the impact of the acquisition on revenue and earnings of Alere and/or Axis-Shield; (iv) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (v) business and management strategies and the expansion and growth of Alere's and/or Axis-Shield's operations and potential synergies resulting from the offer; and (vi) the effects of government regulation on Alere's and/or Axis-Shield's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including risks relating to the successful combination of Axis-Shield with Alere; higher than anticipated costs relating to the combination of Axis-Shield with Alere or investment required in Axis-Shield to realise expected benefits and facts relating to Axis-Shield that may impact the timing or amount of benefit realised from the acquisition that are unknown to Alere. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Alere disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

Nothing herein contained shall be deemed to be a forecast, projection or estimate of the future financial performance of Alere, Axis-Shield Group or the combined companies following completion of the offer unless otherwise stated.

Source: Alere Inc.

For immediate release

Not for release, publication or distribution, in whole or in part, in, into or from Australia, South Africa, Japan or any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction

5 August 2011

CASH OFFER

BY

ALERE AS HOLDINGS LIMITED ("ALERE AS HOLDINGS" or the "OFFEROR")

a wholly-owned subsidiary of ALERE INC. ("ALERE")

FOR

AXIS-SHIELD PLC ("Axis-Shield" or the "Company")

Summary

  • The Board of Alere announces the terms of a cash offer to be made by Alere AS Holdings (a wholly-owned subsidiary of Alere) for the entire issued and to be issued ordinary share capital of Axis-Shield.
  • Under the terms of the Offer, Axis-Shield Shareholders will receive 460 pence in cash for each Axis-Shield Share, valuing the entire existing issued share capital of Axis-Shield at approximately £230 million.
  • The price of 460 pence for each Axis-Shield Share represents a premium of approximately:
  • 37 per cent. to the Closing Price of 335 pence on 5 July 2011, being the last Business Day prior to the announcement by Alere of a possible offer for Axis-Shield; and
  • 45 per cent. to the average Closing Price of 318 pence for the six month period ended 5 July 2011, being the last Business Day prior to the announcement by Alere of a possible offer for Axis-Shield.
  • The proposed price of 460 pence equates to a price earnings ratio of approximately 44 times Axis-Shield's underlying EPS of 10.45 pence per share, reported for the year ended 31 December 2010.
  • The Offer is conditional upon, amongst other things, Alere AS Holdings receiving valid acceptances in respect of, or otherwise acquiring, not less than 90 per cent. of the Axis-Shield Shares to which the Offer relates and not less than 90 per cent. of the voting rights carried by those shares.
  • Alere believes the all cash offer is highly attractive for Axis-Shield Shareholders, representing a compelling value proposition with a high degree of certainty at a substantial premium to the undisturbed share price.
  • Alere is a New York Stock Exchange listed company (NYSE: ALR) with a market capitalisation of approximately US$2.3 billion on 4 August 2011, being the latest practicable date prior to the publication of this Announcement. With revenues of over US$2.1 billion in 2010, Alere is a global leader in rapid point-of-care and laboratory diagnostics. Alere's products, as well as its new product development efforts, focus on infectious disease, cardiology, oncology, drug abuse and women's health. Alere is a leading developer of innovative diagnostic and monitoring devices, allowing it to combine "near patient" monitoring tools with value-added healthcare services, in order to improve care and lower healthcare costs for both providers and patients.
  • Axis-Shield is an international in vitro diagnostics company, headquartered in Dundee, Scotland with research and development and manufacturing bases in Dundee and Oslo, Norway. Axis-Shield specialises in the supply of instruments and tests for the physician's office testing market and the development, manufacture and marketing of innovative proprietary diagnostics kits in areas of clinical need.

Commenting on the Offer, Ron Zwanziger, Chairman, Chief Executive Officer and President of Alere, said:

"We believe our cash offer is highly attractive to the shareholders of Axis-Shield. It offers both a significant premium to Axis-Shield's undisturbed share price and certainty through an all cash offer.

We believe Axis-Shield will be complementary to our existing businesses. Through our strong market presence and global leadership in rapid point-of-care diagnostics, we believe we can help develop and grow the Axis-Shield product portfolio to be a clear leader globally in its core markets.

We look forward to having a constructive dialogue with the Board of Axis-Shield and its shareholders in respect of the compelling merits of our cash offer."

This summary should be read in conjunction with the full text of the following Announcement and appendices to this Announcement. In particular, the Offer will be subject to the terms and conditions set out in Appendix I to this Announcement and to the further terms that will be set out in the Offer Document. Appendix II to this Announcement contains the sources of information and bases for calculation of certain information used in this summary and the following Announcement. Appendix III to this Announcement contains definitions of certain terms used in this summary and the rest of this Announcement. This Announcement is being made on the London Stock Exchange and in Norway on the Oslo Bors.

Enquiries:

Alere Inc.

Tel: +1 (781) 647 3900

Jon Russell, Vice President, Finance

Doug Guarino, Spokesman, Press Office

Jefferies International Limited

Tel: +44 (0)20 7029 8000

(Financial Adviser and Corporate Broker)

Ian Crosbie

Tariq Hussain

Julian Smith (Corporate Broking)

Citigate Dewe Rogerson

(Public Relations)

Tel: +44 (0)20 7282 2945

Ginny Pulbrook

Jos Bieneman

The Alere Directors and Alere AS Holdings Directors accept responsibility for the information contained in this Announcement save that the only responsibility accepted by them in respect of such information as relates to Axis-Shield (which has been compiled from public records) has been to ensure that such information has been correctly and fairly reproduced and compiled. To the best of the knowledge and belief of the Alere Directors and Alere AS Holdings Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Jefferies, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as exclusive financial adviser to Alere and Alere AS Holdings and no one else in connection with the Offer and will not be responsible to anyone other than Alere and Alere AS Holdings for providing the protections afforded to clients of Jefferies or for providing advice in relation to the contents of this Announcement, in connection with the Offer or any other matter referred to herein or in the Offer Documents.

This Announcement does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy any securities in any jurisdiction, pursuant to the Offer. The Offer will be made solely through the Offer Documents, which will contain the full terms and conditions of the Offer, including details of how it may be accepted. Any acceptance or response to the Offer should be made only on the basis of information in the Offer Documents.

The Offer is for the securities of a corporation organised under the laws of Scotland and is subject to the procedure and disclosure requirements of the United Kingdom, which are different from those of the United States. The Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934, as amended (the "Exchange Act"), subject to the exemptions provided by Rule 14d-1(c) under the Exchange Act and otherwise in accordance with the requirements of the Code. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws.

It may be difficult for US holders of Axis-Shield Shares to enforce their rights and any claim arising out of the US federal securities laws, since Axis-Shield is located in a non-US jurisdiction, and some or all of its officers and directors may be residents of a non-US jurisdiction. US holders of Axis-Shield Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

The receipt of cash pursuant to the Offer by a holder of Axis-Shield Shares may be a taxable transaction. Each holder of Axis-Shield Shares is urged to consult his independent professional adviser immediately regarding the tax consequences of acceptance of the Offer.

In accordance with and subject to the applicable laws and regulatory requirements of the United Kingdom and pursuant to Rule 14e-5(b) of the US Exchange Act, Alere and/or Alere AS Holdings and/or its or their nominees or brokers (acting as agents) may from time to time make purchases of, or arrangements to purchase, Axis-Shield Shares other than pursuant to the Offer. These purchases, or arrangements to purchase, may occur either in the open market at prevailing prices or in private transactions at negotiated prices and shall comply with applicable rules in the United Kingdom and applicable United States securities laws. In addition, in accordance with and subject to the applicable laws and regulatory requirements of the United Kingdom and the United States, the financial advisors to Alere and Alere AS Holdings, or their respective affiliates and separately identifiable departments, may make purchases of, or arrangements to purchase, Axis-Shield Shares outside of the Offer or engage in trading activities involving Axis-Shield Shares and various related derivative transactions in the normal course of their business. Any information about such purchases will be disclosed as required in the UK and will be available from the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

This Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of other jurisdictions outside the United Kingdom. The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the proposed Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

Neither the US Securities and Exchange Commission nor any securities commission of a state in the United States has (a) approved or disapproved of the Offer; (b) passed upon the merits or fairness of the Offer; or (c) passed upon the adequacy or accuracy of the disclosure in this press release. Any representation to the contrary is a criminal offence in the United States.

The availability of the Offer to Axis-Shield Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Alere AS Holdings, this Announcement and the Offer will not be made, directly or indirectly, in or into any jurisdiction where to do so would violate the laws in that jurisdiction (a "Restricted Jurisdiction") or by use of any means or instrumentality (including, without limitation, telex, facsimile transmission, telephone, internet or other forms of electronic communication) of interstate or foreign commerce, or of any facility of a national securities exchange of any Restricted Jurisdiction. Unless so determined by Alere AS Holdings, the Offer will not be capable of acceptance by any such use, means or instrumentality or facility of any Restricted Jurisdiction.

Copies of this Announcement will not be, and must not be, directly or indirectly, mailed or otherwise forwarded (including, without limitation, by telex, facsimile transmission, telephone, internet or other forms of electronic communication), distributed or sent in, into or from any Restricted Jurisdiction.

Alere AS Holdings reserves the right to elect, with the consent of the Panel (where necessary), to implement the acquisition of Axis-Shield by way of a court-approved scheme of arrangement in accordance with Part 26 of the Companies Act 2006. In such event, the acquisition will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Offer.

Alere AS Holdings will prepare the Offer Document to be distributed to Axis-Shield Shareholders in jurisdictions where it is permissible to do so. Alere AS Holdings urges Axis-Shield Shareholders to read the Offer Document when it becomes available because it will contain important information relating to the Offer.

Forward Looking Statements

This Announcement contains statements about the Alere Group and the Axis-Shield Group that are or may be forward looking statements. All statements other than statements of historical facts included in this Announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans" "believes", "expects", "aims"," intends", "will", "may", "anticipates", "estimates", "projects" or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) statements relating to the expected benefits of the acquisition to the Alere Group and/or the Axis-Shield Group; (ii) background to and reasons for the Offer; (iii) expectations of the impact of the acquisition on revenue and earnings of the Alere Group and/or the Axis-Shield Group; (iv) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (v) business and management strategies and the expansion and growth of the Alere Group's and/or the Axis-Shield Group's operations and potential synergies resulting from the Offer; and (vi) the effects of government regulation on the Alere Group's and/or the Axis-Shield Group's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including risks relating to the successful combination of Axis-Shield with Alere; higher than anticipated costs relating to the combination of Axis-Shield with Alere or investment required in Axis-Shield to realise expected benefits and facts relating to Axis-Shield that may impact the timing or amount of benefit realised from the acquisition that are unknown to Alere. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Each of Alere and Alere AS Holdings disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

Nothing herein contained shall be deemed to be a forecast, projection or estimate of the future financial performance of any member of the Alere Group, the Axis-Shield Group or the Combined Group following completion of the Offer unless otherwise stated.

Dealing Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Opening Position Disclosure

Alere AS Holdings is, on the same date as the date of this Announcement, disclosing the details required to be disclosed by it under Rule 8.1(a) of the Code.

Publication on Website

A copy of this Announcement will be made available free of charge, subject to certain restrictions relating to persons resident in Australia, South Africa, Japan or any other Restricted Jurisdictions, on Alere's website at http://investor.alere.com/news--media/news---press-releases.aspx by no later than 12.00 noon (London time) on 8 August 2011 and will remain available during the course of the Offer.

For immediate release

Not for release, publication or distribution, in whole or in part, in, into or from Australia, South Africa, Japan or any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction

5 August 2011

CASH OFFER

BY

ALERE AS HOLDINGS LIMITED ("Alere AS HOLDINGS" or the "OFFEROR")

a wholly-owned subsidiary of ALERE INC. ("ALERE")

FOR

AXIS-SHIELD PLC ("Axis-Shield" or the "Company")

1. Introduction

On 6 July 2011, Alere announced the terms of a possible offer that it had submitted to the Board of Axis-Shield. Since that date, Alere has continued to evaluate the benefits of a possible combination with Axis-Shield and has considered carefully all publicly available information, including Axis-Shield's interim management statement released on 5 July 2011. In light of this evaluation, Alere announces the terms of a cash offer to be made by Alere AS Holdings (a wholly-owned subsidiary of Alere) to acquire the entire issued and to be issued share capital of Axis-Shield as set out below.

2. The Offer

The Offer, which will be made subject to the Conditions and further terms summarised below and in Appendix I to this Announcement and those to be set out in the Offer Documents, will be made on the following terms:

for every Axis-Shield Share                   460 pence in cash

The Offer values the entire existing issued share capital of Axis-Shield at approximately £230 million.

The price of 460 pence for each Axis-Shield Share represents a premium of approximately:

  • 37 per cent. to the Closing Price of 335 pence on 5 July 2011, being the last Business Day prior to the announcement by Alere of a possible offer for Axis-Shield; and
  • 45 per cent. to the average Closing Price of 318 pence for the six month period ended 5 July 2011, being the last Business Day prior to the announcement by Alere of a possible offer for Axis-Shield.

The proposed price of 460 pence equates to a price earnings ratio of approximately 44 times Axis-Shield's underlying EPS of 10.45 pence per share, reported for the year ended 31 December 2010.

3. Background to and Reasons for the Offer

The Board of Alere believes that Axis-Shield will be a complementary addition to Alere's "point-of-care" business, with Afinion and NycoCard® adding to its diverse product portfolio in this core market for Alere. As a global leader in point-of-care ("POC") and laboratory diagnostics, Alere is well-positioned to serve hospitals and other healthcare providers and to exercise influence over its distribution chain. Alere's dedicated sales force provides it with significant direct sales capabilities in almost all major world markets and, along with its extensive network of independent global distributors, services customers located in approximately 150 countries. The Board of Alere believes that Alere's broad, existing capabilities should enable it to realise the potential of Axis-Shield's Afinion platform and that Alere's established technological expertise, borne out through its strong track record in development, should also assist in driving the roll-out of additional assays for Afinion with the aim of generating revenues through Alere's installed base and distribution network.

Alere believes the all cash offer is highly attractive for Axis-Shield Shareholders, representing a compelling value proposition with a high degree of certainty at a substantial premium to Axis-Shield's undisturbed share price.

4. Information Relating to Alere

Alere, a New York Stock Exchange-listed company (NYSE: ALR) with a market capitalisation of approximately US$2.3 billion on 4 August 2011 (being the latest practicable date prior to the publication of this Announcement), is a global healthcare company that engages in the development, manufacture and marketing of consumer and professional diagnostics products and is a leader in near-patient diagnostics, monitoring and health management. Operating within the in vitro diagnostics ("IVD") market, Alere is a global leader in POC and laboratory diagnostics. Alere offers products and services in the areas of infectious disease, cardiology, oncology, toxicology and women's health,  providing early detection of a significant number of disease categories with a focus on servicing patients in low-cost settings, such as the patient's home or a physician's office rather than a hospital or large laboratory.

The Alere Group is organised into three main reporting segments: Professional Diagnostics, Health Management and Consumer Diagnostics.

Professional Diagnostics. This segment develops, manufactures and markets an extensive range of innovative rapid diagnostics products and other IVD tests to medical professionals and laboratories for the detection of medical conditions, primarily within infectious diseases, cardiology, toxicology, oncology and women's health.

Health Management. This segment provides comprehensive, integrated programmes and services focused on wellness, disease and condition management, productivity enhancement and informatics, which are all designed to reduce health-related costs and enhance the health and quality of life of individuals.

Consumer Diagnostics. In 2007, Alere and the affiliates of The Procter & Gamble Company commenced a 50/50 joint venture, SPD Swiss Precision Diagnostics GmbH ("SPD"), for the development, manufacturing, marketing and sale of existing and to be developed consumer diagnostic products, outside of the cardiology, diabetes and oral care fields. SPD is a leading supplier of home pregnancy and fertility/ovulation tests.

Alere has global operations with major manufacturing facilities in the United States, China, Japan and South Korea and significant research and development operations in the United States, Germany, Scotland and more widely, the United Kingdom. Alere's distribution network supports its professional diagnostics business including offices in the United States, Argentina, Austria, Belgium, Brazil, Canada, China, Colombia France, Germany, Hong Kong, India, Israel, Italy, Japan, the Netherlands, New Zealand, South Africa, South Korea, Spain, Switzerland, Taiwan and the United Kingdom.

Alere, then known as Inverness Medical Innovations, Inc., was formed to acquire the women's health and professional diagnostics businesses of its predecessor, Inverness Medical Technology, Inc., through a split-off and merger transaction, which occurred in November 2001. In July 2010, Alere listed on the New York Stock Exchange, changing its name from Inverness Medical Innovations, Inc. to Alere Inc.. Alere is headquartered in Waltham, Massachusetts.

For the financial year ending 31 December 2010, the Alere Group reported revenues of over US$2.1 billion and gross profit of over US$1.1 billion. As of 31 December 2010, the Alere Group had Adjusted EBITDA of US$552.1 million, basic net income on a non-GAAP adjusted cash basis of US$2.8 per share and net assets of approximately US$2.6 billion.

5. Information Relating to Axis-Shield

Axis-Shield is an international IVD company, headquartered in Dundee, Scotland with research and development and manufacturing bases in Dundee and Oslo, Norway. The Axis-Shield Group specialises in the supply of instruments and tests for the physician's office testing market and the development, manufacture and marketing of proprietary diagnostics kits in areas of clinical need.

The Axis-Shield Group comprises a POC Division in Oslo, a Laboratory Division in Dundee and local distribution subsidiaries in the UK (Axis-Shield UK), in Norway, Sweden, Denmark and Finland (Medinor), in Switzerland (Axis-Shield AG) and in Germany (Axis-Shield GmbH). Axis-Shield also has a representative office in China and a growing organisation in the USA which is primarily charged with accelerating the Afinion placement programme.

In the POC sector, the Axis-Shield Group provides solutions for activities associated with tests performed at the point of consultation with healthcare professionals. The Axis-Shield Group's products include the NycoCard® range and Afinion, both designed to enable on-the-spot testing and analyses used to indicate viral or bacterial causes of infections, diabetes and cardiovascular disease. In the laboratory sector, the Axis-Shield Group specialises in proprietary markers for the early diagnosis and management of critical illnesses, such as cardiovascular and neurodegenerative diseases (homocysteine), rheumatoid arthritis, sepsis and diabetes. The Axis-Shield Group's distribution organisation provides both a direct channel to customers for its other businesses as well as third party distribution services of medical equipment.

Axis-Shield's ordinary share capital is admitted to trading on the Main Market of the London Stock Exchange (LSE: ASD) as well as the Oslo Bors (ASD:NO). For the financial year ended 31 December 2010, the Axis-Shield Group reported revenues of £101.7 million, underlying EBITDA of £13.8 million, underlying earnings per share of 10.45 pence and net assets of £79.4 million.

6. Alere's Intentions for Axis-Shield and Axis-Shield's Management and Employees

Based on the information presently known to it, Alere currently intends to continue to support Axis-Shield's current activities and presence in those jurisdictions in which it currently has operations.

Alere attaches great importance to the skills and experience of the existing management and employees of the Axis-Shield Group. Alere confirms that the existing employment rights, including pension rights, of the employees of the Axis-Shield Group will be fully safeguarded upon completion of the Offer. Alere also confirms that completion of the Offer will not result in any material changes to the conditions of employment of the Axis-Shield Group's employees.

7. Financing the Offer

The cash consideration payable by Alere AS Holdings to Axis-Shield Shareholders under the terms of the Offer is to be funded from the Alere Group's existing cash resources.

Jefferies, financial adviser to Alere and Alere AS Holdings, is satisfied that sufficient resources are available to Alere AS Holdings to satisfy in full the cash consideration payable to Axis-Shield Shareholders under the terms of the Offer.

8. Axis-Shield Share Schemes

The Offer will extend to any Axis-Shield Shares unconditionally allotted or issued fully paid (or credited as fully paid) whilst the Offer remains open for acceptances upon the exercise of options under the Axis-Shield Share Schemes or as a result of vesting pursuant to the Axis-Shield Share Schemes.

If the Offer becomes or is declared unconditional in all respects, to the extent that such options remain unexercised or have not lapsed, Alere AS Holdings will make appropriate proposals to option holders and holders of awards under the Axis-Shield Share Schemes in due course.

9. Disclosure of Interests in Axis-Shield

Except for 1,113,231 Axis-Shield Shares held by Alere or which Alere has agreed to acquire, as at the Announcement Date, neither Alere AS Holdings, nor any of the Alere AS Holdings Directors or any other member of the Alere Group, nor, so far as the Alere AS Holdings Directors are aware, any person acting in concert (within the meaning of the Code) with Alere AS Holdings for the purposes of the Offer, has any interest in, right to subscribe for, or has borrowed or lent any Axis-Shield Shares or securities convertible or exchangeable into Axis-Shield Shares (including pursuant to any long exposure, whether conditional or absolute, to changes in the prices of securities) or right to subscribe for or purchase the same or holds any options (including traded options) in respect of or has any right to acquire any Axis-Shield Shares or derivatives referenced to Axis-Shield Shares ("Axis-Shield Securities"), nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery in relation to Axis-Shield Securities.

10. Withdrawal Rights

Axis-Shield Shareholders shall have the ability to withdraw their acceptances only in limited circumstances to the extent permitted by applicable law and the Code, as will be described in more detail in the Offer Document.

11. Compulsory Acquisition, Delisting and Cancellation of Trading

Assuming all other conditions of the Offer have been satisfied or waived (if they are capable of being waived), if Alere AS Holdings receives acceptances of the Offer in respect of, or otherwise acquires, 90 per cent. or more of the Axis-Shield Shares to which the Offer relates and 90 per cent. or more of the voting rights carried by the Axis-Shield Shares to which the Offer relates, Alere AS Holdings intends to exercise its rights pursuant to the provisions of sections 979 to 991 (inclusive) of the Companies Act 2006 to acquire compulsorily the remaining Axis-Shield Shares to which the Offer relates in respect of which the Offer has not been accepted on the same terms as the Offer.

If Alere AS Holdings receives acceptances of the Offer which would result in Alere AS Holdings and/or any other members of the Alere Group holding Axis-Shield Shares carrying in aggregate more than 75 per cent. of the total number of Axis-Shield Shares, Alere AS Holdings intends to procure that Axis-Shield applies to the UK Listing Authority for the cancellation of listing of Axis-Shield Shares on the Daily Official List and to the London Stock Exchange and the Oslo Bors for the cancellation of admission to trading of Axis-Shield Shares on the London Stock Exchange's main market for listed securities and on the Oslo Bors, respectively. Following such cancellation and delisting, Alere AS Holdings intends to procure that Axis-Shield re-registers from a public limited company to a private limited company. Such cancellation, delisting and re-registration will significantly reduce the liquidity and marketability of any Axis-Shield Shares not assented to the Offer.

12. Overseas Axis-Shield Shareholders

The release, publication or distribution of this Announcement, and the availability of the Offer, to persons not resident in the United Kingdom may be affected by the laws of the jurisdiction in which they are resident. Persons who are resident in any jurisdiction or territory other than the United Kingdom should obtain professional advice and observe any applicable requirements. Further details in relation to overseas shareholders will be contained in the Offer Document.

13. General

The Offer will extend to all Axis-Shield Shares unconditionally allotted or issued (including to satisfy the exercise of options granted under the Axis-Shield Share Schemes) after the Announcement Date and before the Offer closes (or such earlier date as Alere AS Holdings may, in accordance with the Conditions and further terms of the Offer, decide).

The Axis-Shield Shares will be acquired by Alere AS Holdings fully paid and free from all liens, equitable interests, charges and encumbrances and other interests whatsoever and together with all rights now or hereafter attaching thereto, including the right to receive in full and retain all dividends and other distributions (if any) declared, made or paid on or after the Announcement Date.

The Offer Document and Forms of Acceptance will be despatched to Axis-Shield Shareholders (other than to certain overseas shareholders in Restricted Jurisdictions) in due course and, in any event within 28 days of the Announcement Date (unless otherwise agreed with the Panel). The Offer will be governed by the laws of England and will be subject to the applicable requirements of the Code, the London Stock Exchange, the UK Listing Authority and applicable laws (including applicable US federal securities laws).

The acquisition of Axis-Shield Shares under the Offer is proposed to be implemented by way of a takeover offer within the meaning of section 974 of the Companies Act 2006 but, in the event that the Board of Axis-Shield recommends the Offer, Alere AS Holdings may, with the agreement of the Board of Axis-Shield and the Panel, elect to implement the acquisition by way of a scheme of arrangement pursuant to Part 26 of the Companies Act 2006.

A copy of this Announcement will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Alere's website at http://investor.Alere.com/news--media/news---press-releases.aspx by no later than 12.00 noon (London time) on 8 August 2011 and will remain available during the course of the Offer.

The Offer will be made subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Offer Document when issued. Details of the bases of calculation and sources of certain information set out in this Announcement are included in Appendix II. Certain terms used in this Announcement are defined in Appendix III.

This Announcement is being made pursuant to Rule 2.5 of the Code.

Enquiries:

Alere Inc.

Tel: +1 (781) 647 3900

Jon Russell, Vice President, Finance

Doug Guarino, Spokesman, Press Office

Jefferies International Limited

Tel: +44 (0)20 7029 8000

(Financial Adviser and Corporate Broker)

Ian Crosbie

Tariq Hussain

Julian Smith (Corporate Broking)

Citigate Dewe Rogerson

(Public Relations)

Tel: +44 (0)20 7282 2945

Ginny Pulbrook

Jos Bieneman

The Alere Directors and Alere AS Holdings Directors accept responsibility for the information contained in this Announcement save that the only responsibility accepted by them in respect of such information as relates to Axis-Shield (which has been compiled from public records) has been to ensure that such information has been correctly and fairly reproduced and compiled. To the best of the knowledge and belief of the Alere Directors and Alere AS Holdings Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Jefferies, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as exclusive financial adviser to Alere and Alere AS Holdings and no one else in connection with the Offer and will not be responsible to anyone other than Alere and Alere AS Holdings for providing the protections afforded to clients of Jefferies or for providing advice in relation to the contents of this Announcement, in connection with the Offer or any other matter referred to herein or in the Offer Documents.

This Announcement does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy any securities in any jurisdiction, pursuant to the Offer. The Offer will be made solely through the Offer Documents, which will contain the full terms and conditions of the Offer, including details of how it may be accepted. Any acceptance or response to the Offer should be made only on the basis of information in the Offer Documents.

The Offer is for the securities of a corporation organised under the laws of Scotland and is subject to the procedure and disclosure requirements of the United Kingdom, which are different from those of the United States. The Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934, as amended (the "Exchange Act"), subject to the exemptions provided by Rule 14d-1(c) under the Exchange Act and otherwise in accordance with the requirements of the Code. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws.

It may be difficult for US holders of Axis-Shield Shares to enforce their rights and any claim arising out of the US federal securities laws, since Axis-Shield is located in a non-US jurisdiction, and some or all of its officers and directors may be residents of a non-US jurisdiction. US holders of Axis-Shield Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

The receipt of cash pursuant to the Offer by a holder of Axis-Shield Shares may be a taxable transaction. Each holder of Axis-Shield Shares is urged to consult his independent professional adviser immediately regarding the tax consequences of acceptance of the Offer.

In accordance with and subject to the applicable laws and regulatory requirements of the United Kingdom and pursuant to Rule 14e-5(b) of the US Exchange Act, Alere and/or Alere AS Holdings and/or its or their nominees or brokers (acting as agents) may from time to time make purchases of, or arrangements to purchase, Axis-Shield Shares other than pursuant to the Offer. These purchases, or arrangements to purchase, may occur either in the open market at prevailing prices or in private transactions at negotiated prices and shall comply with applicable rules in the United Kingdom and applicable United States securities laws. In addition, in accordance with and subject to the applicable laws and regulatory requirements of the United Kingdom and the United States, the financial advisors to Alere and Alere AS Holdings, or their respective affiliates and separately identifiable departments, may make purchases of, or arrangements to purchase, Axis-Shield Shares outside of the Offer or engage in trading activities involving Axis-Shield Shares and various related derivative transactions in the normal course of their business. Any information about such purchases will be disclosed as required in the UK and will be available from the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

This Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of other jurisdictions outside the United Kingdom. The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the proposed Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

Neither the US Securities and Exchange Commission nor any securities commission of a state in the United States has (a) approved or disapproved of the Offer; (b) passed upon the merits or fairness of the Offer; or (c) passed upon the adequacy or accuracy of the disclosure in this press release. Any representation to the contrary is a criminal offence in the United States.

The availability of the Offer to Axis-Shield Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Alere AS Holdings, this Announcement and the Offer will not be made, directly or indirectly, in or into any jurisdiction where to do so would violate the laws in that jurisdiction (a "Restricted Jurisdiction") or by use of any means or instrumentality (including, without limitation, telex, facsimile transmission, telephone, internet or other forms of electronic communication) of interstate or foreign commerce, or of any facility of a national securities exchange of any Restricted Jurisdiction. Unless so determined by Alere AS Holdings, the Offer will not be capable of acceptance by any such use, means or instrumentality or facility of any Restricted Jurisdiction.

Copies of this Announcement will not be, and must not be, directly or indirectly, mailed or otherwise forwarded (including, without limitation, by telex, facsimile transmission, telephone, internet or other forms of electronic communication), distributed or sent in, into or from any Restricted Jurisdiction.

Alere AS Holdings reserves the right to elect, with the consent of the Panel (where necessary), to implement the acquisition of Axis-Shield by way of a court-approved scheme of arrangement in accordance with Part 26 of the Companies Act 2006. In such event, the acquisition will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Offer.

Alere AS Holdings will prepare the Offer Document to be distributed to Axis-Shield Shareholders in jurisdictions where it is permissible to do so. Alere AS Holdings urges Axis-Shield Shareholders to read the Offer Document when it becomes available because it will contain important information relating to the Offer.

Forward Looking Statements

This Announcement contains statements about the Alere Group and the Axis-Shield Group that are or may be forward looking statements. All statements other than statements of historical facts included in this Announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans" "believes", "expects", "aims"," intends", "will", "may", "anticipates", "estimates", "projects" or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) statements relating to the expected benefits of the acquisition to the Alere Group and/or the Axis-Shield Group; (ii) background to and reasons for the Offer; (iii) expectations of the impact of the acquisition on revenue and earnings of the Alere Group and/or the Axis-Shield Group; (iv) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (v) business and management strategies and the expansion and growth of the Alere Group's and/or the Axis-Shield Group's operations and potential synergies resulting from the Offer; and (vi) the effects of government regulation on the Alere Group's and/or the Axis-Shield Group's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including risks relating to the successful combination of Axis-Shield with Alere; higher than anticipated costs relating to the combination of Axis-Shield with Alere or investment required in Axis-Shield to realise expected benefits and facts relating to Axis-Shield that may impact the timing or amount of benefit realised from the acquisition that are unknown to Alere. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Each of Alere and Alere AS Holdings disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

Nothing herein contained shall be deemed to be a forecast, projection or estimate of the future financial performance of any member of the Alere Group, the Axis-Shield Group or the Combined Group following completion of the Offer unless otherwise stated.

Dealing Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Opening Position Disclosure

Alere AS Holdings is, on the same date as the date of this Announcement, disclosing the details required to be disclosed by it under Rule 8.1(a) of the Code.

Publication on Website

A copy of this Announcement will be made available free of charge, subject to certain restrictions relating to persons resident in Australia, South Africa, Japan or any other Restricted Jurisdictions, on Alere's website at http://investor.alere.com/news--media/news---press-releases.aspx by no later than 12.00 noon (London time) on 8 August 2011 and will remain available during the course of the Offer.

APPENDIX I

CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

A. Conditions of the Offer

The Offer will be subject to the following Conditions (as amended, if appropriate):

1. valid acceptances being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) (corresponding to 2.00 p.m. Oslo time) on the first closing date of the Offer (or such later time(s) and/or dates(s) as the Offeror may, with the consent of the Panel or in accordance with the Code, decide) in respect of not less than 90 per cent. of Axis-Shield Shares to which the Offer relates and not less than 90 per cent. of the voting rights carried by those shares (or, in either case, such lower percentage as the Offeror may decide). However, this condition will not be satisfied unless 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 and provided further that, unless the Offeror otherwise determines, this Condition 1 shall be capable of being satisfied only at a time when all of the other Conditions 2 to 8 (inclusive) have been either satisfied or waived. In this Condition:

(a) shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry on being entered into the register of members of Axis-Shield;

(b) the expression "Axis-Shield Shares to which the Offer relates" shall be construed in accordance with sections 974 to 991 (inclusive) of the Companies Act 2006;

(c) Axis-Shield Shares that cease to be held in treasury before the Offer becomes or is declared unconditional as to acceptances are Axis-Shield Shares to which the Offer relates; and

(d) valid acceptances shall be treated as having been received in respect of any Axis-Shield Shares that the Alere Group shall, pursuant to section 979(8) and, if applicable, section 979(9) Companies Act 2006, be treated as having acquired or unconditionally contracted to acquire by virtue of acceptances of the Offer;

2.

(a) the German Federal Cartel Office ("Bundeskartellamt") having:

(i) notified the Offeror and/or any other member of the Alere Group or the Axis-Shield Group within the one month period under Sec. 40 para. 1 of the German Act Against Restraints of Competition (Gesetz gegen Wettbewerbsbeschrankungen, "GWB") that the conditions for a prohibition according to Sec. 36 para. 1 of the GWB are not met;

(ii) cleared the Offer within the four-month period under Sec. 40 para. 2 clause 2 of the GWB or within the extended waiting period under Sec. 40 para. 2 clause 4 no. 1 of the GWB; or

(iii) permitted the time limits according to Sec. 40 para.1 or 2 of the GWB to expire without having served the relevant notices or decisions, respectively; and

(b) to the extent applicable, all filings having been made and all or any applicable waiting periods (including extensions thereof) under the United States Hart-Scott Rodino Antitrust Improvements Act of 1976 and the regulations thereunder having expired, lapsed or been terminated as appropriate in each case in respect of the proposed acquisition of Axis-Shield by the Offeror or any matters arising from that proposed acquisition;

3.

(c) all authorisations in any jurisdiction which the Offeror reasonably considers necessary or appropriate for, or in respect of, the Offer, its implementation or financing, or any acquisition or proposed acquisition of any shares or other securities in, or control or management of, Axis-Shield or any other member of the Wider Axis-Shield Group by any member of the Wider Alere Group having been obtained in terms and in a form satisfactory to the Offeror from any relevant person or from any person or body with whom any member of the Wider Axis-Shield Group has entered into contractual arrangements and all such authorisations remaining in full force and effect and there being no intimation of any intention to revoke or not renew the same;

(d) all authorisations which the Offeror reasonably considers necessary in any relevant jurisdiction to carry on the business of any member of the Wider Axis-Shield Group remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke, suspend, modify or not to renew the same at the time at which the Offer otherwise becomes unconditional; and

(e) all necessary statutory or regulatory obligations in any jurisdiction having been complied with, all filings or applications which the Offeror reasonably considers necessary having been made and all appropriate waiting and other time periods under applicable laws or regulations of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all regulatory clearances in any relevant jurisdiction having been obtained, in each case in respect of the Offer or any matter arising from the proposed acquisition of Axis-Shield by any member of the Wider Alere Group, and no temporary restraining order, preliminary or permanent injunction or other order having been threatened or issued and being in effect by a court or other relevant person of competent jurisdiction which has the effect of making the Offer illegal or otherwise prohibiting the consummation of the Offer or any matter arising from the proposed acquisition of Axis-Shield by any member of the Wider Alere Group;

4. no relevant person having taken, instituted, implemented or threatened or having decided or intimated a decision to take, institute or implement any legal proceedings, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, order or decision or taken any other measure or step and there not continuing to be outstanding any statute, regulation, order or decision that would or might be expected to:

(f) make the Offer, its implementation or the acquisition or proposed acquisition of any shares in, or control or management of, the Wider Axis-Shield Group by any member of the Wider Alere Group illegal, void or unenforceable; or

(g) otherwise, directly or indirectly, prevent, prohibit or otherwise restrict, restrain, delay or interfere in the implementation of or impose additional conditions or obligations with respect to or otherwise challenge or require amendment of the Offer or the proposed acquisition of Axis-Shield by the Offeror or any other member of the Alere Group or any acquisition of shares in Axis-Shield by the Offeror or any other member of the Alere Group; or

(h) require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture, by any member of the Wider Alere Group of any shares or other securities in the Wider Axis-Shield Group; or

(i) impose any limitation on, or result in any delay in, the ability of any member of the Wider Alere Group or any member of the Wider Axis-Shield Group, directly or indirectly, to acquire or hold or exercise effectively, directly or indirectly, any rights of ownership of shares or other securities or the equivalent in any member of the Wider Axis-Shield Group or to exercise voting or management control over any member of the Wider Axis-Shield Group; or

(j) require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture, by Axis-Shield or any member of the Wider Alere Group, or require, prevent or delay the divestiture, or alter the terms, of any proposed divestiture by any member of the Wider Axis-Shield Group, of all or any part of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct their respective businesses or to own, control or manage their respective businesses, assets or properties or parts thereof; or

(k) require any member of the Wider Alere Group or of the Wider Axis-Shield Group to acquire or offer to acquire any shares or other securities (or the equivalent) in any member of the Wider Axis-Shield Group or any member of the Wider Alere Group owned by any third party (in each case, other than in implementation of the Offer); or

(l) impose any limitation on the ability of any member of the Wider Alere Group or the Wider Axis-Shield Group to conduct, integrate or coordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Alere Group and/or the Wider Axis-Shield Group; or

(m) result in any member of the Wider Alere Group or the Wider Axis-Shield Group ceasing to be able to carry on business under any name under which it presently does so; or

(n) otherwise adversely affect any or all of the businesses, assets, profits. financial or trading position or prospects, of any member of the Wider Alere Group or the Wider Axis-Shield Group, and all applicable waiting and other time periods (including any extensions of such waiting or time periods) during which any such relevant person could institute, or implement or threaten, any legal proceedings under the laws of any jurisdiction, having expired, lapsed or been terminated;

5. there being no provision of any agreements to which any member of the Wider Axis-Shield Group is a party, or by or to which any such member, or any part of its assets, is or are or may be bound, entitled or subject, which would or might, in each case as a consequence of the Offer or the implementation of the same or of the acquisition or proposed acquisition of all or any part of the issued share capital of, or change of control or management of, Axis-Shield or any other member of the Wider Axis-Shield Group could or might be expected to result in:

(o) any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider Axis-Shield Group being or falling to be disposed of or charged in any way or ceasing to be available to any member of the Wider Axis-Shield Group or any rights arising under which any such asset or interest could be required to be disposed of or charged in any way or could cease to be available to any member of the Wider Axis-Shield Group; or

(p) any moneys borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member of the Wider Axis-Shield Group being or becoming repayable or capable of being declared repayable immediately or earlier than the repayment date stated in such agreement or the ability of such member of the Wider Axis-Shield Group to incur any such borrowing or indebtedness becoming or being capable of becoming withdrawn, inhibited or prohibited; or

(q) any such agreement or the rights, liabilities, obligations or interests of any such member under it being, or becoming capable of being, terminated or modified or affected or any obligation or liability arising or any action being taken or arising under it; or

(r) the interests or business of any such member in or with any third party (or any arrangements relating to any such interests or business) being terminated or modified or affected; or

(s) the financial or trading position or prospects or value of any member of the Wider Axis-Shield Group being prejudiced or affected; or

(t) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider Axis-Shield Group or any such security (whenever created, arising or having arisen) becoming enforceable or being enforced; or

(u) any member of the Wider Axis-Shield Group ceasing to be able to carry on business under any name under which or on the terms on which it currently does so or any person presently not able to carry on business under any name under which any member of the Wider Axis-Shield Group currently does becoming able to do so; or

(v) the creation of actual or contingent liabilities by any member of the Wider Axis-Shield Group; or

(w) the ability of any member of the Alere Group to carry on its business being prejudiced or affected, and no event having occurred which, under any provision of any such agreement to which any member of the Wider Alere Group is a party, or by or to which any such member, or any of its assets, may be bound, entitled or subject, could result in any of the events or circumstances as are referred to in sub-paragraphs (a) to (i) inclusive;

6. since the Accounting Date, save pursuant to transactions in favour of Axis-Shield or a whollyowned subsidiary of Axis-Shield and save as Publicly Announced, no member of the Wider Axis-Shield Group having:

(x) issued or agreed to issue or authorised or proposed the issue or grant of additional shares of any class of securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities (save pursuant to the Axis-Shield Share Schemes); or

(y) redeemed, purchased, repaid or reduced or proposed the redemption, purchase, repayment or reduction of any part of its share capital or other securities or made or proposed the making of any other change to its share capital; or

(z) recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus issue or other distribution whether payable in cash or otherwise; or

(aa) merged or demerged with or from, or acquired, any body corporate, partnership or business or authorised or proposed or announced any intention to propose any such merger or demerger; or

(bb) other than in the ordinary course of business, acquired or disposed of, transferred, mortgaged or charged, or created or granted any security interest over, any assets (including shares and trade investments) or authorised or proposed or announced any intention to propose any acquisition, disposal, transfer, mortgage, charge or creation or grant of any security interest; or

(cc) issued or authorised or proposed the issue of any debentures or incurred or increased any borrowings, indebtedness or liability (actual or contingent); or

(dd) entered into or varied, or authorised or proposed the entry into or variation of, or announced its intention to enter into or vary, any transaction, arrangement, contract or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or could involve an obligation of such nature or magnitude or which is or could be restrictive to the existing business of any member of the Wider Axis-Shield Group or the Wider Alere Group or which is other than in the ordinary course of business; or

(ee) entered into, implemented, effected, authorised or proposed or announced its intention to enter into, implement, effect, authorise or propose any contract, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business; or

(ff) waived or compromised any claim; or

(gg) entered into or varied or made any offer (which remains open for acceptance) to enter into or vary the terms of any contract with any of the directors or senior executives of Axis-Shield or any of the directors or senior executives of any other member of the Wider Axis-Shield Group; or

(hh) taken or proposed any corporate action or had any legal proceedings instituted or threatened against it or petition presented for its windingup (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of its assets and revenues or for any analogous proceedings or steps in any jurisdiction or for the appointment of any analogous person in any jurisdiction; or

(ii) been unable, or admitted in writing that it is unable, to pay its debts or has stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; or

(jj) proposed. agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Axis-Shield Group; or

(kk) made any alteration to its articles of association, or other incorporation documents; or

(ll) in relation to the pension schemes established for its directors and/or other employees and/or their dependants, made or consented to any change to:

(i) the terms of the trust deeds constituting such pension schemes or to the benefits which accrue;

(ii) the pensions which are payable, under them;

(iii) the contributions payable to any such scheme(s);

(iv) the basis on which qualifications for or accrual of or entitlement to such benefits or pensions are calculated or determined;

(v) the basis upon which the liabilities (including pensions) of such pension schemes are funded or made;

(vi) or agreed or consented to any change to the trustees of such pension schemes; or

(mm) entered into any agreement or passed any resolution or made any offer (which remains open for acceptance) or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this Condition 6;

7. in the period since the Accounting Date and save as Publicly Announced:

(nn) no litigation or arbitration proceedings, prosecution, investigation or other legal proceedings having been announced, instituted, threatened or remaining outstanding by, against or in respect of, any member of the Wider Axis-Shield Group or to which any member of the Wider Axis-Shield Group is or may become a party (whether as claimant, defendant or otherwise); or

(oo) no adverse change or deterioration having occurred, and no circumstances having arisen which would or might be expected to result in any adverse change or deterioration, in the business or assets or financial or trading position or prospects, assets or profits of any member of the Wider Axis-Shield Group; or

(pp) no enquiry or investigation by, or complaint or reference to, any relevant person against or in respect of any member of the Wider Axis-Shield Group having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of, any member of the Wider Axis-Shield Group; or

(qq) no contingent or other liability having arisen or become apparent or increased; or

(rr) no step having been taken which is likely to result in the withdrawal, cancellation, termination or material modification of any licence held by any member of the Wider Axis-Shield Group; and

8. the Offeror and/or any other member of the Alere Group not having discovered that:

(ss) any past or present member of the Wider Axis-Shield Group has not complied with all applicable legislation or regulations or authorisations of any jurisdiction with regard to the use, handling, storage, transport, production, supply, treatment, keeping, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to damage or impair the environment or harm human health or otherwise relating to environmental matters or the health and safety of any person or that there has otherwise been any such use, handling, storage, transport, production, supply, treatment, keeping, disposal, discharge, spillage, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations or authorisations and wherever the same may have taken place), which, in any such case, would be likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Wider Axis-Shield Group; or

(tt) there has been a disposal, discharge, release, spillage, leak or emission of any waste or hazardous substance or any substance likely to damage or impair the environment or harm human health which would be likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Wider Axis-Shield Group; or

(uu) there is, or is likely to be any liability (whether actual or contingent) or cost on the part of any member of the Wider Axis-Shield Group to make good, repair, reinstate or clean up any relevant asset or any other property or any controlled waters under any environmental legislation, regulation, notice, circular, order or other lawful requirement of any relevant person or third party or otherwise; or

(vv) circumstances exist (whether as a result of the making of the Offer or otherwise):

(i) which would be likely to lead to any relevant person instituting; or

(ii) whereby any past or present member of the Wider Axis-Shield Group would be likely to be required to institute,

an environmental audit or take any steps which would in any such case be likely to result in any actual or contingent liability to improve or modify existing plant or install new plant, machinery or equipment or carry out any changes in the processes carried out or make good, repair, reinstate or clean up any relevant asset or any other property or any controlled waters; or

(ww) circumstances exist whereby a person or class of persons would be likely to have any claim or claims in respect of any product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the Wider Axis-Shield Group; or

(xx) any member of the Wider Axis-Shield Group, or any partnership, company or other entity in which any member of the Wider Axis-Shield Group has a significant economic interest and which is not a subsidiary undertaking of Axis-Shield, is subject to any liability (actual or contingent) which is not Publicly Announced; or

(yy) the financial, business or other information disclosed at any time by any member of the Wider Axis-Shield Group, whether publicly or in the context of the Offer either contained a misrepresentation of fact or omitted to state a fact necessary to make the information disclosed not misleading; or

(zz) any contingent liability disclosed in such disclosed information would or might adversely affect, directly or indirectly, the business, profits or prospects of the Wider Axis-Shield Group taken as a whole; or

(aaa) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Axis-Shield Group to an extent which is material in the context of the Wider Axis-Shield Group taken as a whole; or

(bbb) any member of the Wider Axis-Shield Group is subject to any liability, contingent or  otherwise; or

(ccc) any member of the Wider Axis-Shield Group does not own or have licensed to it or otherwise possess legally enforceable rights to use all intellectual property that is:

(i) required or reasonably necessary for the conduct of business of the relevant member of the Wider Axis-Shield Group as currently conducted; or

(ii) under development for such business; or

(iii) any member of the Wider Axis-Shield Group has infringed, any intellectual property rights of any third party where the consequences of which would be material in the context of the Wider Axis-Shield Group taken as a whole; or

(ddd) any claims have been asserted in writing or threatened in writing by any person:

(i) that the Wider Axis-Shield Group infringes any intellectual property of any third party; or

(ii) challenging the ownership of any member of the Wider Axis-Shield Group to, or the validity or effectiveness of, any of its intellectual property; or

(eee) any intellectual property held by any member of the Wider Axis-Shield Group is not valid and subsisting; or

(fff) there is unauthorised use, infringement or misappropriation of any intellectual property of any member of the Wider Axis-Shield Group by any third party; or

(ggg) any persons who are now, or within the last five years have been, employees, consultants or contractors of any member of the Wider Axis-Shield Group have failed to execute proprietary information and confidentiality agreements.

B. Certain Further Terms of the Offer

1. The Conditions are inserted for the benefit of the Offeror and no Axis-Shield Shareholder shall be entitled to waive any of the conditions without the prior consent of the Offeror.

2. Subject to the requirements of the Panel, the Offeror reserves the right to waive all or any of Conditions 2 to 8 (inclusive) in whole or in part.

3. Each of Conditions 1 to 8 shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

4. The Offer will lapse if the proposed acquisition of Axis-Shield is referred to the Competition Commission or if the European Commission either initiates proceedings under Article 6(1)(c) of the ECMR or makes a referral to a competent authority of the United Kingdom under Article 9(1) of the ECMR before 1.00 p.m. (London time) (corresponding to 2.00 p.m. Oslo time) on the first closing date or the time and date on which the Offer becomes or is declared unconditional as to acceptances (whichever is the later).

5. If the Offer lapses, it will cease to be capable of further acceptance and persons accepting the Offer and the Offeror shall thereupon cease to be bound by acceptances submitted before the time the Offer lapses.

6. The Offer will lapse unless all of the conditions relating to the Offer have been fulfilled or (if capable of waiver) waived by, or, where appropriate, have been determined by Alere to be and remain satisfied by, midnight on the twenty first day after the later of:

(a) the first closing date; or

(b) the date on which the Offer becomes unconditional as to acceptances,

or such later date as the Offeror may, with the consent of the Panel, decide. The Offeror shall be under no obligation to waive or treat as satisfied any Condition by a date earlier than the latest date specified above for its satisfaction even though the other Conditions of the Offer may, at such earlier date, have been waived or fulfilled and there are, at such earlier date, no circumstances indicating that any such Conditions may not be capable of fulfilment.

7. Except with the Panel's consent, the Offeror will not invoke any of Conditions 2 to 8 (inclusive) so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the relevant Condition are of material significance to the Offeror in the context of the Offer.

8. If the Offeror is required by the Panel to make an offer for Axis-Shield Shares under Rule 9 of the Code, the Offeror may make such alterations to the Conditions of the Offer set out above, including Condition 1, as are necessary to comply with that Rule.

9. The Offeror reserves the right for any member of the Alere Group from time to time, instead of the Offeror, to make the Offer or otherwise implement the acquisition of Axis-Shield.

10. Axis-Shield Shares will be acquired by the Offeror fully paid and free from all liens, equities, charges, equitable interests, encumbrances, rights of preemption and any other third party right and/or interests of any nature whatsoever and together with all rights attaching to them, now or in the future, including the right to receive and retain all dividends, interest and other distributions declared, paid or made on or after the Announcement Date. Accordingly, insofar as a dividend and/or a distribution and/or a return of capital is proposed, declared, made, paid or payable by Axis-Shield in respect of an Axis-Shield Share after the Announcement Date, the price payable under the Offer in respect of an Axis-Shield Share will be reduced by the amount of the dividend and/or distribution and/or return of capital except insofar as the Axis-Shield Share is or will be transferred pursuant to the Offer on a basis which entitles the Offeror alone to receive the dividend and/or distribution and/or return of capital but if that reduction in price has not been effected, the person to whom the Offer Price is paid in respect of that Axis-Shield Share will be obliged to account to the Offeror for the amount of such dividend or distribution or return of capital.

11. The Offer will be made on the terms and will be subject to the Conditions which are set out in this Appendix I, those terms which will be set out in the Offer Document and such further terms as may be required to comply with the applicable rules and regulations of the Financial Services Authority and the London Stock Exchange and the Code, as well as the applicable requirements of US federal securities laws. This Announcement does not constitute, or form part of, an offer or invitation to purchase Axis-Shield Shares or any other securities.

12. The Offer will not be made, directly or indirectly, in, into or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically, or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, Australia, South Africa or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. This document does not constitute an offer in Australia, South Africa or Japan or any such other jurisdiction and the Offer should not be accepted by any such use, means, instrumentality or facilities or otherwise from or within Australia, South Africa or Japan or any such other jurisdiction. Accordingly, copies of this document are not being and must not be mailed, transmitted or otherwise distributed in whole or in part, in, into or from Australia, South Africa or Japan or any such other jurisdiction and persons receiving this Announcement (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from Australia, South Africa or Japan. or any such other jurisdiction. Doing so may render invalid any purported acceptance of the Offer.

13. The Offeror reserves the right, in the event that the Axis-Shield Directors recommend the Offer and with the consent of the Axis-Shield Directors and the Panel, to elect to implement the acquisition of the Axis-Shield Shares by way of a Scheme of Arrangement under sections 895 to 901 Companies Act 2006. In such event, the Scheme of Arrangement will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which could apply to the Offer. In particular, Condition 1 will not apply and the Scheme of Arrangement will become effective and binding following:

(a) approval at the Court Meeting by a majority in number, representing 75 per cent. in value present and voting, either in person or by proxy, of the holders of the Axis-Shield Shares (or the relevant class or classes thereof);

(b) the resolution(s) required to approve and implement the Scheme of Arrangement and to be set out in the notice of General Meeting to the holders of Axis-Shield Shares being passed by the requisite majority at such General Meeting; and

(c) sanction of the Scheme of Arrangement and confirmation of the reduction of capital involved therein by the Court (in both cases with or without modifications on terms reasonably acceptable to Alere) and a copy of the orders of the Court sanctioning the Scheme of Arrangement and confirming the reduction of share capital which forms part of it and a statement of capital being delivered to the Registrar of Companies in England and Wales or, if the Court so orders, registration of the Court order confirming the reduction of capital of Axis-Shield and the statement of capital by the Registrar of Companies.

14. This Offer and any acceptance thereof will be governed by English law and be subject to the jurisdiction of the English courts and to the Conditions set out herein and in the Offer Document and Forms of Acceptance. The Offer will comply with English law, the applicable rules and regulations of the Financial Services Authority and the London Stock Exchange, the Code and applicable US and Norwegian securities laws.

15. If: (i) the Offeror waives, in whole or in part, all or any of the Conditions above (excluding Condition 1), as set out in paragraph 2 above; or (ii) the Offeror is required by the Panel to make an offer for Axis-Shield Shares under the provisions of Rule 9 of the Code, and the Offeror alters any of the above Conditions as necessary to comply with the provisions of that Rule, as set out in paragraph 8 above, the Offeror will extend the Offer Period and take such further action as required by the Code or other applicable law.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used:

16. The financial information relating to the Alere Group has been extracted or derived (without material adjustment) from Alere's annual report on Form 10-K/A for the year ended 31 December 2010 and from Alere's quarterly report (unaudited) for the quarter ended 31 March 2011 on Form 10-Q, filed on 9 May 2011.

17. The financial information relating to the Axis-Shield Group has been extracted or derived (without any adjustment) from Axis-Shield's audited annual report and accounts for the year ended 31 December 2010.

18. Other information relating to Axis-Shield has been extracted or derived, without material adjustment, from public sources.

19. The value placed by the Offer on the entire existing issued share capital, and other statements made by reference to the existing issued and to be issued share capital, of Axis-Shield are based on, as applicable, the Offer Price of 460 pence per Axis-Shield Share and 49,997,913 Axis-Shield Shares being in issue (as sourced from the Regulatory Information Service announcement released by Axis-Shield on 15 July 2011).

20. All prices quoted for Axis-Shield Shares have been derived from SEDOL and represent the closing middle market prices of Axis-Shield Shares on the relevant dates.

21. References to a percentage of Axis-Shield Shares are based on the number of Axis-Shield Shares in issue (as sourced from the Regulatory Information Service announcement released by Axis-Shield on 6 July 2011).

22. The Offer Price premium calculations have been calculated by reference to prices of:

22.1 the Closing Price of 335 pence per Axis-Shield Share on 5 July 2011, being the last Business Day prior to the commencement of the Offer Period; and

22.2 the average Closing Price of 318 pence per Axis-Shield Share over the six months up to the commencement of the Offer Period.

23. Figures stated are subject to rounding approximations.

24. The market capitalisation of Axis-Shield has been based on 49,997,913 Axis-Shield Shares being in issue (as sourced from the Regulatory Information Service announcement released by Axis-Shield on 15 July 2011).

25. The market capitalisation of Alere has been based on 85,509,607 Alere common shares being in issue (as sourced from Alere's quarterly report (unaudited) for the quarter ended 31 March 2011 on Form 10-Q, filed on 9 May 2011).

APPENDIX III

DEFINITIONS

The following definitions shall apply throughout this Announcement, unless otherwise stated or the context otherwise requires.

"Accounting Date"

31 December 2010

"Adjusted EBITDA"

in calculating the Adjusted EBITDA, Alere excludes (i) certain non-cash items, including stock-based compensation expense, depreciation, amortisation, net interest, income tax benefit and estimated fair value of contingent consideration; (ii) non-recurring income, such as income from discontinued operations (net of tax), goodwill impairment, amortisation and expenses associated with acquisitions; and (iii) certain other charges and income that have a significant positive or negative impact on results yet do not occur on a consistent or regular basis in its business

"agreements"

arrangements, agreements, commitments, licences, permits, franchises, partnerships, joint ventures, authorisations or other instrument

"Alere"

Alere Inc.

"Alere AS Holdings" or "Offeror"

Alere AS Holdings Limited, a company incorporated in England and Wales with registered number 7718684

"Alere Board", "Board of Alere" or "Alere Directors"

the Board of Directors of Alere

"Alere AS Holdings Board", "Board of Alere AS Holdings" or "Alere  AS Holdings Directors"

the Board of Directors of Alere AS Holdings

"Alere Group"

Alere, its subsidiaries and subsidiary undertakings from time to time

"Announcement"

this announcement

"Announcement Date"

5 August 2011

"authorisations"

authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals

"Axis-Shield"

Axis-Shield plc

"Axis-Shield Board", "Board of Axis-Shield" or "Axis-Shield Directors"

the Board of Directors of  Axis-Shield

"Axis-Shield Group"

Axis-Shield, its subsidiaries and subsidiary undertakings from time to time

"Axis-Shield Share Awards"

awards in respect of Axis-Shield Shares under the Axis-Shield Group Limited Share Option Plan

"Axis-Shield Shareholders"

holders of Axis-Shield Shares

"Axis-Shield Share Options"

options to subscribe for Axis-Shield Shares granted pursuant to the Axis-Shield Share Schemes

"Axis-Shield Shares"

the existing unconditionally allotted or issued and fully paid (or credited as fully paid) ordinary shares of 35 pence each in the capital of Axis-Shield and any further such shares which may be unconditionally allotted or issued fully paid, or credited as fully paid, on or before the date on which the Offer closes (or such earlier date as Alere may, subject to the Code, decide, not being earlier than (a) the date on which the Offer becomes or is declared unconditional as to acceptances or (b), if later, the first closing date of the Offer), but excluding any shares held as treasury shares or which become treasury shares

"Axis-Shield Share Schemes"

the Axis-Shield Group Limited Share Option Plan and the Axis-Shield Technologies Limited Share Option Plan and any other arrangements for involving the employees of Axis-Shield and for members of the Axis-Shield Group in the share capital of Axis-Shield

"Business Day"

any day (other than a Saturday, Sunday or public holiday) on which clearing banks in London are open for normal business

"Closing Price"

the closing middle market price of an Axis-Shield Share, as derived from SEDOL

"Code" or "City Code"

the City Code on Takeovers and Mergers as from time to time interpreted by the Panel

"Combined Group"

the combined Alere Group and Axis-Shield Group from the date on which the Offer becomes or is declared wholly unconditional

"the Companies Act 2006"

the Companies Act 2006, as amended

"Conditions"

the conditions to the Offer set out in Appendix I

"EBITDA"

  1. earnings before interest, tax, depreciation and amortisation

"ECMR"

  1. EC Merger Regulation 139/2004

"entire issued share capital of Axis-Shield"

  1. the entire issued ordinary share capital of Axis-Shield at the Announcement Date, namely 49,997,913 Axis-Shield Shares

"EPS"

earnings per share

"Forms of Acceptance"

the UK Form of Acceptance and the Norwegian Form of Acceptance

"FSA"

the UK Financial Services Authority

"intellectual property"

all patents, trademarks, trade names, service marks, copyrights, designs, databases and any applications therefore, schematics, technology, knowhow, computer software, programs or applications (in both source code and object code form), and tangible or intangible proprietary information or material

"Jefferies"

Jefferies International Limited

"legal proceedings"

actions, suits, proceedings, investigations, references or enquiries

"Listing Rules"

the listing rules made by the FSA under Part VI of the Financial Services and Markets Act 2000

"London Stock Exchange"

London Stock Exchange plc

"net income on a non-GAAP adjusted cash basis"

in calculating net income on an adjusted cash basis, Alere excludes from net income or loss (i) certain non-cash charges, including amortisation expense and stock-based compensation expense; (ii) non-recurring charges and income; and (iii) certain other charges and income that have a significant positive or negative impact on results yet do not occur on a consistent or regular basis in its business

"Norwegian Form of Acceptance"

the form of acceptance and authority relating to the Offer which will accompany the Offer Document for use by Axis-Shield Shareholders resident in Norway

"Offer"

the cash offer to be made by Alere AS Holdings to acquire all of the issued and to be issued Axis-Shield Shares (other than any Axis-Shield Shares held by Alere AS Holdings or any other member of the Wider Alere Group) on the terms and subject to the conditions to be set out in the Offer Document and the Forms of Acceptance and, where the context so requires, any subsequent revision, variation, extension or renewal thereof

"Offer Document"

the document to be sent to Axis-Shield Shareholders and others which will contain the terms and conditions of the Offer and certain information about Axis-Shield, Alere, Alere AS Holdings and the Alere Group

"Offer Documents"

the Offer Document and the Forms of Acceptance

"Official List"

the Official List maintained by the FSA

"Offer Period"

the period beginning on and including 6 July 2011 and ending on the latest of (i) the time and date on which the Offer becomes or is declared unconditional as to acceptances; and (ii) the time and date on which the Offer lapses or is withdrawn

"Panel"

the UK Panel on Takeovers and Mergers

"Publicly Announced"

specifically disclosed in the annual report and accounts of Axis-Shield for the year ended on the Accounting Date or in this Announcement or in any other announcement made to a Regulatory Information Service since the date of publication of such report and accounts and prior to the Announcement Date

"Regulatory Information Service"

as defined in the Listing Rules

"relevant asset"

land, property or other asset now or previously owned, occupied or made use of by any past or present member of the Wider Axis-Shield Group

"relevant persons"

governments, governmental, quasigovernmental, supranational, statutory, investigative, regulatory or administrative bodies or trade agencies, associations, institutions or courts, or professional or environmental bodies, or any other persons or bodies whatsoever in any jurisdiction

"Restricted Jurisdiction"

Australia, South Africa and Japan or any other jurisdiction in relation to which the extension or acceptance of the Offer to such jurisdiction would violate the laws of such jurisdiction, or where local laws or regulation may result in a significant risk of civil, regulatory or criminal exposure if information on the Offer is sent or made available to Axis-Shield Shareholders in that jurisdiction

"SEDOL"

Stock Exchange Daily Official List

"substantial interest"

a direct or indirect interest in 20 per cent. or more of the equity capital of an undertaking

"third party"

person, firm, company or body

"treasury shares"

treasury shares (as defined in section 974(6) of the Companies Act 2006) of Axis-Shield

"UK Form of Acceptance"

the form of acceptance and authority relating to the Offer which will accompany the Offer Document for use by Axis-Shield Shareholders resident in the UK or jurisdictions outside Norway

"United States" or "US"

the United States of America, its territories and possessions, any state of the United States and the District of Columbia and all other areas subject to its jurisdiction

"US Securities Act"

the US Securities Act 1933, and the rules and regulations promulgated under it

"Wider Axis-Shield Group"

Axis-Shield and its subsidiaries, subsidiary undertakings, associated undertakings and any other undertakings in which Axis-Shield and/or such subsidiaries or undertakings (aggregating their interests) have a substantial interest

"Wider Alere Group"

Alere and its subsidiaries, subsidiary undertakings, associated undertakings and any other undertakings in which Alere and/or such subsidiaries or undertakings (aggregating their interests) have a substantial  interest

In this document:

  • words importing the singular shall include the plural and vice versa and words importing the masculine gender shall include the feminine or neutral gender;
  • all amounts contained within this document referred to by "Stg", "£" and "p" refer to pounds sterling and pence sterling;
  • all amounts contained within this document referred to by "$", "US$" or "dollars" refer to US dollars;
  • the expressions "subsidiary", "associated undertaking", "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act 2006;
  • any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof. Any reference to any legislation is to English legislation unless otherwise specified; and
  • references to time are to London time, unless otherwise stated.

FORM 8 (DD)

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

1. KEY INFORMATION

(a) Identity of the party to the offer or person acting in concert making the disclosure:

ALERE INC.

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

AXIS-SHIELD PLC (OFFEREE)

(d) Status of person making the disclosure:

e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)

PERSON ACTING IN CONCERT WITH ALERE AS HOLDINGS LIMITED (OFFEROR)

(e) Date dealing undertaken:

4 AUGUST 2011

(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?

NO

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing

Class of relevant security:

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

1,113,231

2.23

(2) Derivatives (other than options):

(3) Options and agreements to purchase/sell:

TOTAL:

1,113,231

2.23

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities (including directors' and other executive options)

Class of relevant security in relation to which subscription right exists:

Details, including nature of the rights concerned and relevant percentages:

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE

(a) Purchases and sales

Class of relevant security

Purchase/sale

Number of securities

Price per unit

Ordinary 35p Shares

Purchase

2,766

4.4575 GBP

Ordinary 35p Shares

Purchase

737

4.475 GBP

Ordinary 35p Shares

Purchase

1,624

4.495 GBP

Ordinary 35p Shares

Purchase

1,821

4.4975 GBP

Ordinary 35p Shares

Purchase

37,488

4.50 GBP

Ordinary 35p Shares

Purchase

1,068,795

4.60 GBP

(b) Derivatives transactions (other than options)

Class of relevant security

Product description

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

Option money paid/ received per unit

(ii)       Exercising

Class of relevant security

Product description

e.g. call option

Number of securities

Exercise price per unit

(d)       Other dealings (including subscribing for new securities)

Class of relevant security

Nature of dealing

e.g. subscription, conversion

Details

Price per unit (if applicable)

The currency of all prices and other monetary amounts should be stated.

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer or person acting in concert making the disclosure and any other person:

If there are no such agreements, arrangements or understandings, state "none"

None

(b)       Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer or person acting in concert making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

None

(c) Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

Date of disclosure:

5 August 2011

Contact name:

Jay McNamara

Telephone number:

+1 (781) 314 4049

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk.  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

SOURCE Alere Inc.



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