Alere DEFA14A Additional proxy soliciting materials

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Alere

The Right Strategy & Board Leadership to Create Long-Term Value

July 2013

Forward-Looking Statements

This presentation contains forward-looking statements within the meaning of the federal securities laws. This

includes all statements concerning or relating to anticipated improvements in revenue, margins and earnings,

trends in chronic diseases, industry trends, changes in demand for our products and services, market responses to

our strategy, anticipated cost savings, anticipated debt reduction, potential divestitures, product launches and the

independence of our Board’s director nominees.  Such forward-looking statements are estimates reflecting

management’s best judgment based upon current information and involve a number of risks and uncertainties.

Actual results and the timing of events could differ materially from those projected or contemplated by the forward-

looking statements due to numerous factors, including without limitation our ability to successfully integrate our

acquisitions and to recognize the expected benefits of restructuring and new business activities; our exposure to

changes in interest rates and foreign currency exchange rates; our ability to successfully develop and

commercialize products and services; the market acceptance of our products and services; continued acceptance

of

health

management

services

by

payers,

providers

and

patients;

our

ability

to

develop

enhanced

health

management programs through the integrated use of innovative diagnostic and monitoring devices and to

recognize the expected benefits of this strategy; the impact of healthcare reform legislation, as well as future reform

initiatives; changes in patient behavior; unexpected expenses; the content and timing of regulatory decisions and

actions, including the results and consequences of FDA inspections and the OIG subpoena, as well as the impact

of changes in reimbursement policy and budgetary constraints, both in the United States and abroad; the effect of

pending and future legal proceedings on our financial performance and the risks and uncertainties described in our

periodic reports filed with the Securities and Exchange Commission, including our Form 10-K for the year ended

December 31, 2012. We undertake no obligation to update forward-looking statements.

1

Who We Are and What Our Mission is

2

Who we are:

Alere is specialized in the diagnosis and management of chronic

diseases

Alere is a world leader in this industry, with growth driven by

fundamental long-term trends in the incidence of chronic

diseases

What our mission is:

Alere empowers individuals to take greater control of their health

under the supervision of their healthcare providers

Alere is a Global Industry Leader Poised for Growth

3

Chronic diseases account for more than 60% of deaths worldwide

Chronic diseases affect 45% of the U.S. population and are growing rapidly

Adoption of molecular testing, which will improve performance, expand reimbursement and

increase usage of diagnostic testing

Demand

for

more

effective

chronic

disease

monitoring

and

management

of

patients

at

home through the combination of diagnostics and disease management

Additional

diagnostics

sales

will

arise

by

connecting

physicians

and

patients

with

real

time diagnostic information to provide more effective home patient management

Alere is a global leader in the manufacture and development of point-of-care products for the

diagnosis and management of chronic diseases:

Cardiovascular Diseases

Infectious Diseases

Toxicology

Diabetes

Global trends that we believe will drive growth at Alere include:

The

increased worldwide adoption of diagnostics to provide early diagnosis and better

treatment outcomes for patients with chronic diseases

KEY FACTS

Of worldwide deaths are

caused by chronic disease

60%

Of the global annual GDP

represents the economic

burden associated with

chronic disease

4%

Of US GDP is spent on

healthcare, and chronic

disease

makes

up

75%

of

this expense

17%

Of the U.S. population is

affected by chronic

disease

45%

Of premature heart

disease, stroke, and

diabetes can be prevented

80%

Of adults over 20 living in

the US are overweight or

obese

68%

The Size of The Worldwide Chronic Disease Problem

4

We believe that the changing healthcare landscape will drive demand for more effective diagnosis and

management of chronic disease patients by connecting physicians and patients with real time

diagnostic information

In the US, these changes include the growing burden of healthcare regulations under the

Affordable

Care

Act

that

has

caused

the

emergence

of

Accountable

Care

Organizations,

which

tie

reimbursements to providers (physicians & hospitals) to achieving healthcare quality goals and

patient outcomes

Globally, these changes include the growing need to produce better outcomes for chronic disease

patients while reducing costs

In response to these changes, healthcare providers are seeking (i) real-time access to patient care

information that is captured from all healthcare settings, (ii) better decision support tools and (iii)

comprehensive care management programs

Alere has commercialized an integrated system comprised of point-of-care diagnostics, health

information systems and chronic care management programs

We are well positioned to leverage our existing customer relationships and sales and marketing

channels to deliver these solutions both in the US and on a global basis

We believe integrated systems like ours address current needs and increasingly will represent the

future of healthcare, providing comprehensive, real-time healthcare information and programs to

facilitate early intervention and management of chronic conditions

Our solutions will allow for reduction in overall healthcare costs and improvement in outcomes

Alere is Well-Positioned to Take Advantage of Rapid

Changes in Healthcare

5

BUSINESS UNITS -

SALES

REGIONAL MARKETS -

SALES

TOTAL NET SALES

2012: $2.8 billion

Current View of Business

6

Cardiology

16.7%

Toxicology

21.4%

Other

11.1%

Infectious Disease

22.8%

Heath Information

Services

18.8%

Diabetes

5.8%

Consumer Diagnostics

3.3%

North America

62.0%

Europe

18.0%

Asia Pacific

11.0%

LA & Africa

9.0%

Alere Has Put in Place Fundamental Changes to

Address Past Performance…

7

Since our inception in 2001, Alere has executed a series of strategic acquisitions in an effort to

apply its integrated solutions to the global challenges of chronic disease

With the formation of Alere largely completed, the Company has taken several steps since our 2012

annual meeting to implement changes that will continue to drive long-term value

Announced

new

strategy

in

November 2012 to drive organic growth, reduce costs and

deleverage

Stock price performance reflects positive reaction to new strategy

Recent quarterly performance shows improvement in core businesses

Declassified Board of Directors to provide greater accountability to stockholders

Management incentives remain closely aligned with stockholders via significant ownership

that is among highest insider ownership of peer group

Nominated four new non-incumbent directors to Alere Board

Significant move to remake our Board with 40% of directors replaced and 1/3 reduction in

insider representation

New

directors

will

be

independent,

offering

fresh

perspective to guide future strategy

New three-point plan as of November 2012

Focus on organic growth

Operational improvement and cost

reductions

Deleveraging via cash flow and prudent

non-core divestitures

…Giving Alere Stockholders a Clear Choice

Alere

Coppersmith

Strategy for

Alere

Long-term Value Creation

Director Nominees

Alignment and

Accountability

Destroys Value and Ability to

Sustain Long-term Growth

Short-term strategy focused on financial

engineering

Delever at all costs

Divest a high growth core business

Fire sale/shutdown another core business

Substantial dilution to EPS

No specific ideas for cost savings

Highly qualified healthcare CEOs

Relevant management and Board

experience to guide Alere

Independent,

fresh

perspective

with

no

pre-

set agenda

No full-time healthcare CEO experience

Minimal Board experience

Pre-determined agenda by Coppersmith

Alere management aligned with stockholders

via significant ownership

Declassification of Board provides

accountability to stockholders with annual

elections

Short-term focus to detriment of long-term

value

Coppersmith not aligned with interests of all

stockholders

Coppersmith co-founder has poor track

record of stockholder value creation when

board candidates are elected

8

New Strategy: Organic Revenue Growth

9

New or Near Term Product Launches

“Alere I”

molecular diagnostic tests for Rapid flu on track for submission by year end 2013

“Alere Q”

molecular diagnostic tests for HIV, HCV and TB

US launch of CD4 Analyzer

US launch of Determine Combo HIV screening test

Epoc Blood Analysis System

Commercial rollout of connected health software platform

Expansion of business in underpenetrated markets of Asia, Latin America and Africa

Continued recovery in health information solutions

Expansion

in

diabetes

diagnostic

sales

through

low

cost provider positioning

Alere expects to reestablish historic organic growth rates from several sources:

Growth in Existing Businesses

Growth in Triage product sales as manufacturing capacity constraints are eliminated and

customers are recaptured

Expanding revenue from toxicology business as price adjustments annualize

10

New Strategy: Focus on Expense Reduction

Company-wide focus on margin improvement and expense reduction to generate dependable, long-

term cash flow

Simplify corporate structure and improve operational execution

Standardize key business processes and globalize shared services

Drive economies of scale by consolidating expenses across multiple business units

Aggressively relocate support functions and manufacturing to lower-cost geographic

environments

Consolidation savings and automation implemented across Alere’s global manufacturing footprint

Redirecting R&D spending towards product enhancement and extensions with focus on near-term

returns rather than long-term platform development

Appointed Namal Nawana as Chief Operating Officer

Former 15-year executive at Johnson & Johnson with global operational experience integrating

large, complex acquisitions

Focused

on

improving

operational

execution

and

operating

expense

leverage

opportunities

throughout

Alere’s business globally

10

New Strategy: Focus on Deleveraging

Debt has been a highly attractive source of capital for growing our business

Current weighted average cost of debt of approximately 5%

Strong debt trading levels, and recent bond offering, reflect favorable view of Alere by

debt markets

Alere is committed to achieving its goals for paying down debt in a manner that creates

value for stockholders

With pace of acquisitions significantly reduced, deleveraging will naturally occur from

internally generated cash flow

Selected divestitures of non-core businesses will also allow Alere to accelerate debt

pay-down, but will be balanced against the resulting earnings dilution and potential

reduction in organic growth

Will seek divestitures that create value by receiving an attractive purchase multiple

for non-core businesses that are more highly-valued by a buyer

11

4.0x Debt to EBITDA is our target by the end of 2015

11/08/12

3

Quarter earnings

Note: Stock price chart reflects price appreciation only, table reflects total return. Stock prices indexed to Alere share price.

Source: Bloomberg.

Alere

Recent Strength in Stock Price Performance

Alere’s stock price has increased 44% since announcing its new strategy on November 8, 2012

Since 6/28/2012

Since 11/7/2012

YTD

Alere

50.7%

44.2%

50.8%

NYSE Composite

29.9%

20.1%

15.2%

DJ US HC Index

37.8%

29.4%

27.2%

Over performance vs. NYSE Composite

20.8%

24.1%

35.6%

Over performance vs. DJ US HC Index

12.9%

14.8%

23.6%

12

$29

$27

$25

$23

$21

$19

$17

Jun-12

Aug-12

Sep-12

Oct-12

Nov-12

Dec-12

Jan-13

Feb-13

Mar-13

Apr-13

Jun-13

Jul-13

Alere

NYSE Composite

DJ US HC Index

rd

call: Announcement of

new strategy

Total Return Through 07/18/2013

Positive Views from Analysts of New Strategy and

Recent Performance

13

"In short, we believe many of the headwinds that have plagued performance over the past 18-24 months are set to turn into significant

tailwinds

exiting

2013,

with

a

return

to

double

digit

EPS

growth

in

2014

and

2015

as

cost

cutting

initiatives

play

out,

top-line

returns

to

growth with

Triage recovery (domestic and abroad) and new products (iNat, among others), and interest expense declines with debt reduction from non-core asset

sales. While the story is not without some risks, execution has certainly improved as of late and continued leverage on the SG&A/R&D lines and a

bounce

back

in

organic

growth

should

provide

investors

increased

confidence

that

the

turnaround,

which

is

still

early,

remains

on

track.”

Raymond James on Jun 19, 2013

“We

would

also

caution

against

getting

too

excited

about

the

potential

for

activist-driven

change.

We

have

seen

activists

get

involved

in the

past,

only

to

walk

away

frustrated.

While

we

understand

that

different

investors

have

different

styles

and

levels

of

persuasion,

we

suspect

that

current

shareholders

will

want

to

give

management

some

more

time

to

execute

on

its

divestiture

and

operating

improvement

strategy

before

rocking

the

boat.

Craig-Hallum on May 14, 2013

We

like

that

ALR

is

focusing

more

on

operational

efficiencies

and

balance

sheet

improvements.

The

firm

already

initiated

some

activities

such

as

moving

support

functions

to

lower-cost

regions

and

sharing

expenses.

However,

we

are

still

waiting

for

targets

to

measure

progress.

We

also like

that Health Info Solutions posted a ~2.5% YoY top-line growth rate and a positive operating profit.

Macquarie Capital (USA) on May 9, 2013

“We

believe

growth

should

improve

throughout

2013

as

the

company

benefits

from

cost-cutting

measures,

R&D

optimization,

new

product

launches,

and

M&A

accretion.

Additionally,

the

hiring

of

a

COO

gives

more

credibility

into

management’s

recent

discussions

surrounding

driving

more

profitable

growth

near-term

(without

large

scale

M&A).

Raymond James on Dec 12, 2012

All

emphasis

added.

Permission

to

quote

or

use

the

statements

herein

has

not

been

sought

or

obtained

from

any

party.

This

page

presents

only

brief

excerpts

from

selected

analyst

reports

and

does

not

purport

to

be

comprehensive or

to

summarize

the

entire

content

of

the

reports.

Other

analyst

reports

may

express

alternative

views.

Alere

is

not

responsible

for

the

accuracy,

completeness

or

currentness

of

the

reports,

and

the

presentation

of

these

excerpts

should

not

be

read

to

imply

adoption

or

endorsement

by

Alere

of

the

reports

or

any

views

expressed

therein.

”

”

“

”

Management and directors incentives are closely aligned

with stockholders

Overall beneficial ownership of our CEO as well as other

executive officers and directors is near the top of our

proxy peer group

Alere:

CEO Ownership: 5.2%

Ownership of all Directors and Officers: 8.9%

Proxy Peers (Average):

CEO Ownership: 1.7%

Ownership of all Directors and Officers: 4.3%

Alere’s core executive team has driven stock price

performance of 49% since formation of the Company

(2)

Same core executive team founded and built

Inverness Medical Technology. Delivered total

stockholder return of 364% from its 1996

IPO to its

2001 sale to Johnson & Johnson for $1.3 billion

Management & BOD Ownership Near Top of  Peers

Beneficial Ownership by Directors and Executive Officers

as a % of Total Shares Outstanding

4.3%

(1)

Bio-Rad

reflects

Class

A

common

shares.

Varian

Medical

Systems

CEO

ownership

equals

0.4%

of total

shares

outstanding.

Hologic,

Inc.

CEO

ownership

equals

0.5%

of

total

shares

outstanding.

Becton

Dickinson

&

Company

CEO

ownership

equals

0.5%

of

total

shares

outstanding.

Catamaran

Corporation

CEO

ownership

equals

0.3%

of

total

shares

outstanding.

Hospira,

Inc.

CEO

ownership

equals

0.1%

of

total

shares

outstanding.

(2)

From

November

23,

2001

through

July

18,

2013.

(1)

(1)

(1)

(1)

(1)

(1)

14

Hospira, Inc.

Catamaran Corporation

Becton Dickinson & Company

Hologic, Inc.

LabCorp

Varian Medical Systems

Beckman Coulter

Life Technologies Corp

C.R. Bard, Inc.

PerkinElmer

IDEXX Labs

Edwards Lifesciences

Gen-Probe Inc.

ResMed

St. Jude Medical

RehabCare Group

Myriad Genetics

Healthways, Inc.

Alere

Lincare Holdings

Bio-Rad

1.1%

0.9%

1.0%

1.1%

1.6%

2.0%

1.8%

1.6%

2.8%

2.0%

2.3%

3.3%

5.2%

3.9%

1.8%

1.4%

0.9%

1.9%

1.6%

1.6%

1.5%

1.3%

0.9%

3.1%

2.2%

1.6%

4.0%

4.7%

6.0%

12.7%

0.4%

0.5%

0.8%

1.9%

2.6%

3.7%

0.0%

5.0%

10.0%

15.0%

CEO

Other Directors and Officers

Notes:

Ownership

%

sourced

from

each

company’s

most

recently

filed

proxy

except:

Beckman

Coulter

was

acquired

by

Danaher

Corporation

on

June

30,

2011.

Data

reflects

Beckman’s

most

recent

proxy

filed

on

March

3,

2010.

Lincare

Holdings

was

acquired

by

The

Linde

Group

on

August

7,

2012.

Data

reflects

Lincare’s

most

recent

proxy

filed

on

March

26,

2012.

RehabCare

Group

was

acquired

by

Kindred

Healthcare

Inc.

on

June

1,

2011.

Date

reflects

RehabCare’s

most

recent

proxy

filed

on

March

23,

2010.

Gen-Probe

was

acquired

by

Hologic

Inc

on

August

1,

2012.

Gen-Probe

CEO

ownership

equals

0.7%

of

total

shares

outstanding.

Data

reflects

Gen-Probe’s

most

recent

proxy

filed

on

June

29,

2012.

Catalyst

Health

Solutions

was

merged

into

Catamaran

Corporation

on

July

2,

2012.

Data

reflects

Catamaran’s

latest

proxy.

Alere’s Independent Directors Provide Accountability

Refreshed Board Composition

Alere’s slate of four non-incumbent, independent directors represents a 40% turnover in the

Board’s composition in a single year

Alere’s declassified Board enhances accountability to stockholders

By 2015, all of the Company’s directors will be elected annually

Strong independent oversight

Independent directors to increase to eight from seven

In 2012, independent directors held 10 executive sessions without management present

Select one independent director to serve as presiding director at each session

Board of Directors actively engaged in overseeing management’s execution of Alere’s strategy

Governance structure and oversight practices designed to ensure management accountability

15

Alere has nominated four non-incumbent directors to bring independent thinking and fresh

perspectives as Alere moves into a new phase

New nominees to take objective and hard look at Alere’s strategy and employ their breadth of  

experience to serve best interests of all Alere stockholders

Alere’s Independent Nominees are Highly Qualified

Håkan Björklund, Ph.D.

Stephen P. MacMillan

Brian A. Markison

Sir Thomas McKillop

Healthcare

Operating

Experience

Relevant

Operating

Experience

28 years

Relevant Board

Experience

Director, Coloplast A/S,

medical device company

Chairman, H. Lundbeck A/S,

Pharmaceuticals Company

Director, Atos Medical AB,

medical device company

Former Director, Danisco A/S,

food ingredients company

24 years

Former CEO and COO of

Stryker Corp (2003 –

2012)

Current CEO of sBioMed

LLC, infection control

products

Various executive roles at

Johnson & Johnson and

Pharmacia

Former Director, Texas

Instruments, semiconductor

company

31 years

Lead Outside Director of

Immunomedics,

biopharmaceuticals company

Chairman, Rosetta Genomics Ltd.,

diagnostics company

Chairman, Lantheus Medical

Imaging, diagnostics imaging

agents

Director, PharmAthene, medical

countermeasures to biological and

chemical threats

Former CEO of AstraZeneca

(1999 –

2005)

45+ years

Chairman, Evolva Holdings

Director, Theravectys

Director, Almirall SA

Director, UCB SA

Former Director, Nycomed

Amersham plc

Former Chairman, Royal Bank

of Scotland Group

Former Director, BP plc

Former Director, Lloyds TSB

Group plc

Sold to Takeda for $13.8

billion

Former CEO of Nycomed

(1999 –

2011)

Various management & R&D

positions at business units of

AstraZeneca

Grew Nycomed from a small,

predominately Scandinavian

business into a major global

pharmaceutical company

Former CEO of King

Pharmaceuticals (2004 –

2011)

Sold to Pfizer for $3.9 billion

Manufacturer of

pharmaceuticals and medical

devices

Sold to Sandoz, a division of

Novartis

Former CEO of Fougera

Pharmaceuticals (2011-2012)

Various executive roles at Bristol-

Myers Squibb

Led merger of Zeneca plc

and Astra AB

Former CEO of Zeneca plc

16

Stockholders Should Have Serious Concerns About

Coppersmith’s Nominees

Curt Hartman

Senior executive experience mostly as a financial officer, with CEO operating experience limited to eight months

as interim CEO; no public company board service

After

22-year

track

record

with

Stryker,

and

eight

months

as

interim

CEO,

Stryker

board

passed

over

Hartman

for

full

time

job

in

favor

of

another

internal

candidate

with

18

months

tenure

at

Stryker

Theodore Martin

Last executive position was approximately 15 years ago at a manufacturer of custom metal parts for aerospace

and industrial markets

Former family controlled company with small market capitalization (less than $500 million) when Martin became

CEO

Only experience in healthcare industry is through Board-level oversight at two public companies, as opposed to

management level execution

Jerome Lande

Professional

investor

with

no

operating

experience

in

healthcare

and

no

public

company

board

experience

Coppersmith has already set forth a pre-determined agenda, which its paid nominees will be under pressure to

implement, focused on financial engineering and short-term stock price appreciation that we believe will destroy

long-term value

17

Alere’s Nominees Have the Right Qualifications to

Provide Independent Guidance to Our Company in

Sharp Contrast to Coppersmith’s Nominees

Healthcare CEO

Experience

Public Board

Experience

Extensive CEO

Experience

Integrating

Acquisitions

Extensive CEO

Experience Driving

Growth in Foreign/

Emerging Markets

Extensive CEO

Experience Developing,

Getting FDA Approved  &

Launching Medical

Products

Håkan Björklund,

Ph.D.

Stephen P. MacMillan

Brian A. Markison

Sir Thomas McKillop

Curt

Hartman

No

No

No

No

No

Theodore Martin

No

No

No

No

Jerome

Lande

No

No

No

No

No

*

Excludes

eight

months

as

interim CEO.

*

18

Alere’s Toxicology and HIS Businesses are

Core to Our Strategy

Addictive disease diagnostics is a large part of Alere’s

core chronic disease strategy

Drug misuse is a major medical problem, with ~16

million people annually using drugs for non-medical

reasons in the US alone

Alere has a strong position with 80+ drug tests and

15% market share in this $1.7 billion market

Recent developments that are driving Alere’s growth in

Toxicology are:

Comprehensive program solutions for employers,

currently a $500 million market with opportunity to

grow multi-fold with expanded products and services

Differentiated offering in global reagents market with

high growth and high margin opportunity

New products for roadside testing

A sale of Toxicology would materially impact Alere’s

long-term revenue and earnings growth and makes no

strategic or financial sense

Proprietary products and technologies are critical to

Alere’s chronic disease strategy

Connects proprietary diagnostic devices to physicians,

hospitals, accountable care organizations

Allows for comprehensive care management

Produces better outcomes at lower costs

Business has stabilized and is on a path to sustained

profitability

Coppersmith itself suggested HIS has substantial value,

but they would still shut it down to generate a tax loss

19

Toxicology

Health Information Solutions

Coppersmith’s Plan Would Be Value Destructive

Coppersmith Proposal

Commentary

1.  Sell non-core assets worth up to

$3 billion

2.  Pay down debt with divestiture

proceeds

3.  Rationalize Alere’s expense

structure to generate cost savings

Health

Information

Solutions

and

Toxicology

are

CORE

Businesses

for

Alere

Coppersmith

on

record

that

they

would

sell

or

“shut

down”

Health

Information

Solutions

Coppersmith’s plan is to divest and deleverage at all costs

Coppersmith’s approach is value destructive and reflects a lack of understanding of our

industry and our company

Selling

profitable

businesses

and

using

net

proceeds

to

pay

down

low

cost

debt

is

extremely dilutive to earnings

Even with no tax leakage, the sale multiple must be 20x EBIT or greater to avoid

EPS dilution

Will also compromise our competitive advantage, dilute revenue growth and dilute

earnings growth

Alere outlined in Nov 2012 a strategy to simplify its corporate structure and improve

operational efficiencies to generate cost savings

Coppersmith’s proposal    contains few concrete ideas and mostly reiterates what

Alere has already publicly stated with only vague targets identified and no methods for

delivery provided:

“Return”

SG&A margins to 2010 levels

“Restore”

gross margins to 2010 levels

“Adjust”

corporate expense base following divestitures

Coppersmith “believes”

there are R&D savings

Alere has offered concrete steps to improve operating margins

(1)

Coppersmith letter filed 7/8/2013

20

(1)

Coppersmith Offers No New Ideas to Generate Cost

Savings

Alere’s Public Statements

Coppersmith suggests that Alere should rationalize its expense structure to generate cost savings

February 15, 2013 Earnings Call

“Completing the integration and rationalization of our business”

“Acquisition integration”

“Reducing redundant headcount”

May 2, 2013 Earnings Call

“A high level reorganization within the company, creating a

governance structure which will better support tactical

execution and operational effectiveness…

should result in improved P&L accountability”

“Evaluating the matrix structure to ensure it appropriately

aligns management outcomes and incentives”

“Creation of a global shared services team”

“Creating shared services team”

June 27, 2013 Letter to stockholders

“Aggressively relocating support functions

to lower cost environments”

“Relocating support functions to low cost geographies”

“Reduce manufacturing costs through automation and

relocation to lower cost areas”

“Explore lower cost [manufacturing] geographies”

“Increase automation and other yield improvements”

“Aggregate expenses and activities across multiple business

units to obtain economies of scale”

“Implement shared materials sourcing initiatives

to generate scale”

21

Coppersmith’s “Ideas” in July 8 Letter to stockholders

While Coppersmith has criticized Alere for “half measures” in this area, its own plan has few concrete ideas that 

mostly mirror Alere’s public statements

Between November 2012 and late March 2013, Alere executives had 5 meetings or conference calls with

Coppersmith or Scopia Capital

Coppersmith declined invitations for additional meetings at the JP Morgan Healthcare Conference in January

2013, and at our office in February 2013

Coppersmith never disclosed that throughout this period its founders owned 300 shares of Alere in total, and

Scopia owned none

Coppersmith and Scopia also never expressed any concerns with Alere’s strategy

On April 1, 2013, Messrs. Zwanziger and Teitel met with Coppersmith and Scopia at Alere’s headquarters and learned

for the first time that Coppersmith had concerns about the Company’s strategy

Alere arranged for a follow-up call on April 11, focused on Health Information Solutions, but instead Coppersmith

informed

the

Company

on

this

call

that

it

intended

to

initiate

a

proxy

contest

with

its

own

nominees

Alere initiated another meeting with Coppersmith and Scopia on April 30, and offered to enter into a non-disclosure

agreement (“NDA”) to share information at the meeting, but Coppersmith declined to sign the NDA

At the meeting, Coppersmith reiterated its position but refused to elaborate or offer support for their views

In May 2013, Coppersmith declined our invitation to have its nominees interviewed by our Nominating and Corporate

Governance Committee, unless we agreed in advance to add its nominees to the Board

In June 2013, the parties entered into an NDA so that Alere could disclose its new independent nominees and

seek Coppersmith’s support

Coppersmith indicated the Company’s slate was not sufficient for them to support, but refused to provide a counter

position that they would support

Alere has been open to a constructive dialog with

Coppersmith

Throughout our dialogue with Coppersmith, Coppersmith has not been forthcoming about their ideas or their agenda nor

have they expressed interest in engaging in a constructive dialog about building long-term stockholder value at Alere

22

Our Concerns About Coppersmith’s Value-Destructive Strategy

Are Further Evidenced by the Founder’s Poor Track Record

When Board Nominees are Elected

Company

Board Member

Tenure Start Date

Tenure End Date

(1)

Total Return

(2)

Total Return 

Relative to

Market Index

(3)

Total Return

Relative to

Sector Index

(4)

DHT Holdings

Robert N. Cowen

5/14/2010

Current

(88.6%)

(140.1%)

(30.5%)

Unisys Corporation

Clay Lifflander

5/20/2008

12/7/2010

(44.0%)

(35.9%)

(51.1%)

Charles McQuade

5/20/2008

5/1/2012

(58.0%)

(66.7%)

(108.3%)

Brink’s Company

Carrol Wetzel &

Robert Strang

5/2/2008

5/6/2011

18.4%

(3.8%)

(2.5%)

Average

Underperformance:

(70.2%)

(47.1%)

23

Source: Bloomberg using total stockholder return including dividends and stock splits. Board tenures from company filings.

(1)

DHT

Holdings:

Robert

N.

Cowen’s

current

tenure

expires

in

2014;

returns

taken

as

of

June

28,

2013.

Unisys

Corporation:

Clay

Lifflander

resigned

from

the

Board

on

December

7,

2010

and

Charles

McQuade

retired

on

May

1,

2012.

Brink’s

Company:

Carrol

Wetzel

and

Robert

Strang

served

adjacent

terms

on

Brink’s

Board.

Carrol

Wetzel

served

beginning

on

5/2/2008

and

left

on

10/31/2008

to

serve

on

Board

of

Brink’s

Home

Security

Holdings,

Inc.,

which

was

sold

to

Tyco

on

5/14/2010,

while

Robert

Strang

served

beginning

on

10/31/2008

and

left

on

5/6/2011.

(2)

Returns

from

Bloomberg

and

represents

total

stockholder

returns

including

price

appreciation,

dividends

and

stock

splits.

Unisys

Corporation

does

not

pay

a

dividend

and

therefore

Total

Return

is

price

appreciation

and

stock

splits.

Brink’s

Total

Return

is

based

on

market

value

weighted

index

return

of

combined

Brink’s

from

5/2/2008

to

5/6/2011

and

Brink’s

Home

Security

from

10/31/2008

spin-off

from

Brink's

to

5/13/2010

close

of

sale

to

Tyco.

(3)

S&P

500

Index

is

used

as

DHT

Holdings’

Market

Index

and

the

Total

Return

is

51.5%

during

Robert

N.

Cowen’s

tenure.

S&P

500

Index

is

used

as

Unisys

Corporation’s

Market

Index

and

the

Total

Return

is

(8.1%)

during

Clay

Lifflander’s

tenure

and

8.7%

during

Charles

McQuade’s

tenure.

S&P

Midcap

400

Index

is

used

as

Brink’s

Company’s

Market

Index

and

the

Total

Return

is

22.2%

during

Carrol

Wetzel

and

Robert

Strang’s

adjacent

tenure.

(4)

VLCC

Time

Charter

Rates

is

used

as

DHT

Holdings’

Sector

Index

and

the

Total

Return

is

(58.1%)

during

Robert

N.

Cowen’s

tenure.

S&P

500

IT

Services

Index

is

used

as

Unisys

Corporation’s

Sector

Index

and

the

Total

Return

is

7.1%

during

Clay

Lifflander’s

tenure

and

50.3%

during

Charles

McQuade’s

tenure.

S&P

Midcap

400

Commercial

Services

and

Supplies

Index

is

used

as

Brink’s

Company’s

Sector

Index

and

the

Total

Return

is

20.9%

during

Carrol

Wetzel

and

Robert

Strang’s

adjacent

tenure.

Jerome Lande is co-founder of Coppersmith Capital. Coppersmith has no public record of any operating activities other than

its activities related to Alere

Mr. Lande previously served as a Partner of MCM Capital Management, the general partner of MMI Investments, where he

claims he was responsible for all areas of portfolio management

Since 2008, MMI obtained Board seats for its nominees at three companies following proxy contests

For 2 of these 3 investments, the stock price fell dramatically during the Board tenure of MMI’s director candidates

For all 3 of these investments, stockholder returns consistently underperformed the relevant market and sector indices for

each company 

New three-point plan as of November 2012

Focus on organic growth

Operational improvement and cost

reductions

Deleveraging via cash flow and prudent

non-core divestitures

Alere Stockholders Have a Clear Choice

Alere

Coppersmith

Strategy for

Alere

Long-term Value Creation

Director Nominees

Alignment and

Accountability

Destroys

Value

and

Ability

to

Sustain Long-term Growth

Short-term strategy focused on financial

engineering

Delever at all costs

Divest a high growth core business

Fire sale/shutdown another core business

Substantial dilution to EPS

No specific ideas for cost savings

Highly qualified healthcare CEOs

Relevant management and Board

experience to guide Alere

Independent, fresh perspective with no pre-

set agenda

No full-time healthcare CEO experience

Minimal Board experience

Pre-determined agenda by Coppersmith

Alere management aligned with stockholders

via significant ownership

Declassification of Board provides

accountability to stockholders with annual

elections

Short-term focus to detriment of long-term

value

Coppersmith not aligned with interests of all

stockholders

Coppersmith co-founder has poor track

record of stockholder value creation when

board candidates are elected

24

Appendix

25

DHT Holdings

DHT Holdings stock price has declined 91% during the tenure of MMI’s Board candidate

26

From May 14, 2010, when Robert

N. Cowen was appointed to the

Board of DHT Holdings, through

June 28, 2013, DHT stock price

declined 91%

Business Description

DHT Holdings, Inc. operates as an

independent crude oil tanker company.

The company’s fleet principally

operates on international routes. The

company was incorporated in 2005 and

is headquartered in Hamilton,

Bermuda.

Key Points

Timeline of Key Events

December 3, 2009:

March 2, 2010:

with underperformance of the shares, depressed valuation, poor acquisition track record, removal of dividend

Demanded reinstatement of $0.10/share dividend

Demanded immediate addition of Robert N. Cowen to the Board of Directors

March 15, 2010:

Cowen for election to the Board of Directors

March 17, 2010:

the Board of DHT

May 14, 2010:

Investments

Board expanded from 4 to 5 members

MMI Investments terminated its proxy contest after the appointment

May 26, 2010:

March 21, 2011:

August 5, 2011:

June 25, 2012:

June 28, 2013:

MMI filed a 13D indicating an approximate 8.1% position in DHT stock

MMI Investments sent a letter to Erik Lind, Chairman of the Board of DHT Holdings, expressing frustration

MMI Investments, L.P. sent a letter to Erik A. Lind, Chairman of

the Board of DHT, nominating Robert N.

DHT declares dividend of $0.10 / share

MMI Investments filed a definitive proxy statement to solicit proxies for the election of Robert N. Cowen to

DHT Holdings appoints Robert N. Cowen to their Board of Directors after signing agreement with MMI

Cancelled SAGA acquisition

DHT announced the acquisition of a VLCC from Samsung for $67 million

Removed from Russell 3000 Index

Robert N. Cowen currently serves on the board of DHT Holdings

DHT Holdings (Cont’d)

Stock price performance during tenure of MMI Board candidate

May 14, 2010:

MMI candidate Robert N.

Cowen appointed to

Board

Price: $51.24

June 28, 2013:

Current share price:

$4.48

May 26, 2010:

DHT declares dividend of

$0.10/share

Price: $49.08

March 21, 2011:

DHT announced the

acquisition of a VLCC

from Samsung for $67

million

Price: $57.00

June 25, 2012:

Removed from Russell

3000 index

Price: $7.44

August 5, 2011:

Cancelled SAGA

acquisition

Price: $38.76

September 2, 2011:

Filed shelf registration for

$300 million

Price: $33.48

Total Return

(88.6%)

(1)

(1)

Returns from Bloomberg and represents total stockholder return including price appreciation, dividends and stock splits.

27

$80.00

$70.00

$60.00

$50.00

$40.00

$30.00

$20.00

$10.00

$0.00

May-10

Aug-10

Oct-10

Jan-11

Mar-11

Jun-11

Sep-11

Feb-12

May-12

Jul-12

Oct-12

Dec-12

Mar-13

Jun-13

Nov-11

Business Description

Unisys Corporation provides

information technology (IT) services,

software, and technology that solve

mission-critical problems for clients

worldwide. It operates in two segments,

Services and Technology.

Key Points

Unisys Corporation

Unisys stock price declined 58% during the tenure of MMI’s Board candidates

(1)

"Unisys CEO to step down No successor was named. Joseph W McGrath will stay until a new chief is selected." Philly.com (2008). Web. 2 July 2013. <http://articles.philly.com/2008-09-

24/business/25247040_1_unisys-ceo-condo-tower-board-seat>.

28

Revenue declined 25% from 2008

to 2012, the years that MMI

Investments had a candidate on

the Board

November 16, 2006:

MMI Investments started accumulating ~9.9% position in Unisys Corporation (“Unisys”)

November 5, 2007:

MMI Investments started dialogue with Unisys’s Board of Directors and Management regarding

MMI’s

concerns

about

the

company,

including:

undervaluation,

strategic

configuration

and

strategic

alternatives

to

increas

e stockholder value

January 7, 2008:

MMI Investments sent letter to Board of Directors urging it to engage an investment bank to

perform

a

review

of

all

strategic

alternatives,

with

a

particular

focus

on

the

potential

realization

of

the

U.S. Government

business through a sale, tax-free spin-off or subsidiary IPO

January 23, 2008:

Unisys announced that it had postponed the date for stockholder notifications for its 2008 meeting to

facilitate discussions with MMI Investments

May 20, 2008:

MMI Investments entered into a Governance and Cooperation Agreement with Unisys, under which Unisys

appointed Clay Lifflander and Charles McQuade to Unisys’s Board of Directors

September 19, 2008:

Unisys CEO Joseph McGrath resigned, under pressure from MMI Investments

October 7, 2008:

Unisys’s Board elected J. Edward Coleman as Chairman of the Board and appointed him Chief

Executive Officer. J. Edward Coleman had a corporate transformation and turnaround background

November 19, 2008:

Unisys announced initiative to simplify its organizational structure and reduce operating expenses

including cutting $100 million in annual SG&A

December 4, 2008:

Unisys undertook reverse stock split in order to maintain its NYSE listing

December 22, 2008:

Unisys announced that it was taking actions to reduce annual costs by more than $225 million

January 19, 2010:

Unisys announced sale of Health Information Management business to Molina Healthcare for

$135 million

December 7, 2010:

Clay Lifflander resigned as a Director of Unisys

May 1, 2012:

Charles McQuade retired from the Board after attaining the mandatory retirement age of 70

Stock price decline of 58% during his tenure on the Board

Stock price decline of 44% during his tenure on the Board

(1)

Timeline of Key Events

Unisys Corporation (Cont’d)

Stock price performance during tenure of MMI Board candidates

May 20, 2008:

MMI candidates Clay

Lifflander and Charles

McQuade appointed to

Board

Price: $44.50

May 1, 2012:

MMI candidate Charles

McQuade retires from

Board

Price: $18.71

September 19, 2008:

Joseph McGrath resigns

as CEO

Price: $33.50

November 19, 2008:

Unisys announces initiative

to cut expenses by $100

million

Price: $4.00

January 19, 2010:

Unisys announces sale of

HIM for $135 million

Price: $35.74

December 7, 2010:

MMI candidate Clay

Lifflander resigns from

Board

Price: $24.92

Total Return

(58.0%)

(1)

(1)

Returns from Bloomberg and represents total stockholder return including price appreciation, dividends and stock splits.

29

$60.00

$50.00

$40.00

$30.00

$20.00

$10.00

$0.00

May-08

Aug-08

Dec-08

Mar-09

Jul-09

Oct-09

Jan-10

May-10

Aug-10

Dec-10

Mar-11

Jun-11

Oct-11

Jan-12

May-12

Business Description

Key Points

The Brink’s Company

Timeline of Key Events

Source: Company Filings.

(1) Total Return based on market value weighted index return of combined Brink's from 5/2/2008 to 5/6/2011 and Brink's Home Security from 10/31/2008 spin-off from Brink's to 5/13/2010 close of sale to Tyco.

(2) S&P Midcap 400 Index.

30

Since MMI Investment’s (“MMI”)

investment in Brink's:

Brink’s Home Security (BHS) was

spun off in 2008

Over the time of MMI nominated

Board representation, from May 2,

2008 to May 6, 2011, Brink's stock

had a total return of 18.4%

(1)

versus the S&P Midcap 400 Index

total return of 22.2%

The Brink's Company (“Brink’s”

or “the

Company”) is a leader in security-

related services including armored car

transportation, money processing, long-

distance transport of valuables and

vaulting.

February 6, 2004:

MMI

discloses

ownership

of

5.4%

in

Brink‘s

common

shares

via

13D

filing

April 20, 2005:

MMI writes a letter to Brink's board and says it is frustrated with Brink's poor stock performance and

suggests the company sell its Bax Global Inc. unit

November 15, 2005:

Brink's announces the sale of BAX Global Inc to Deutsche Bahn AG

for approx. $1.1B in cash

November 18, 2005:

MMI discloses it has increased its ownership of Brink's shares to 6.7%

December 18, 2006:

MMI files a presentation as a part of an amended 13D and recommends strategic alternatives such as

splitting-off a business unit or selling the Company

February 19, 2008:

MMI files proxy statement nominating four director candidates for 2008 election

Argues Brink's should split-off either the armored-car business or the home-security business

February 25, 2008:

Brink's announces board approval to spin off the Brink's Home Security (“BHS”) unit

Reaches agreement with MMI to expand board and nominate one of MMI's nominees as a director at the 2008 annual

meeting

In addition, agrees to nominate another one of MMI’s nominees to serve as a director of BHS following the spin-off

MMI withdraws its proxy filing

May 2, 2008:

Brink's appoints MMI nominee Carroll R. Wetzel, Jr., to its Board of Directors

October 31, 2008:

Brink's completes spin-off of BHS and appoints MMI nominees to each company’s board

Carroll R. Wetzel, Jr., joins the board of BHS

Robert J. Strang, CEO of Investigative Management Group, appointed to Brink's board

November 17, 2010:

Brink's increases its stake in Servicio Pan Americano De Proteccion S.A. De C.V. (“SPP”), a Mexico

based secure logistic company, from 21% to approximately 100% for approximately $60 million

May 6, 2011:

Robert J. Strang’s board representation term expires as he was not nominated by the Board for re-election

The Brink’s Company lagged the index

by 380 basis points during the tenure of MMI’s Board candidates

(2)

Price ($)

October 17, 2008

Brink’s Home Security

begins trading “when

issued”, spun-off on

October 31, 2008

Price: $23.50

Stock price performance during tenure of MMI Board candidates

The Brink’s Company (Cont’d)

Oct 31, 2008:

Brink's completes spin-off of the BHS

unit and election of directors per

agreement with MMI

Carroll R. Wetzel, Jr. is switched to

BHS’s board

Robert J. Strang is appointed to

Brink's board

Price: $48.49

May 6, 2011:

Robert J. Strang’s term

expires as he was not

nominated by the

Board for re-election

Price: $29.85

May 2, 2008:

Carroll R. Wetzel, Jr.,

joins the board

Price: $72.00

Oct 30, 2008:

Q3 2008 earnings

announcement

Price: $46.24

Nov 17, 2010:

Brink's increases its

stake in

Servicio Pan

Americano De

Proteccion to approx.

100%

Price: $25.52

January 18, 2010

Tyco International

announces acquisition of

Brink’s Home Security

Price: $31.42

Total Return

81.3%

(1)

Combined

Total Return

18.4%

(1)

Total Return

(21.0%)

(1)

Dec 17, 2008:

MMI reports stake in

Brink's reduced to

4.8%

Price: $23.50

May 14, 2010

Brink’s Home Security sold

to Tyco International

Price: $42.61

(1)

Returns from Bloomberg and represents total stockholder return including price appreciation, dividends and stock splits.

31

$72

$62

$52

$42

$32

$22

$12

May-08

Jul-08

Sep-08

Dec-08

Feb-09

May-09

Jul-09

Sep-09

Dec-09

Feb-10

May-10

Jul-10

Sep-10

Dec-10

Feb-11

May-11

The Brink’s Company

Brink’s Home Security

Combined Price