sc13d09158002_05032013.htm

0000921895-13-000972.txt : 20130509 0000921895-13-000972.hdr.sgml : 20130509 20130508192639 ACCESSION NUMBER: 0000921895-13-000972 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20130509 DATE AS OF CHANGE: 20130508 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALERE INC. CENTRAL INDEX KEY: 0001145460 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 043565120 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-62395 FILM NUMBER: 13826113 BUSINESS ADDRESS: STREET 1: 51 SAWYER ROAD STREET 2: SUITE 200 CITY: WALTHAM STATE: MA ZIP: 02453 BUSINESS PHONE: 7816473900 MAIL ADDRESS: STREET 1: 51 SAWYER ROAD STREET 2: SUITE 200 CITY: WALTHAM STATE: MA ZIP: 02453 FORMER COMPANY: FORMER CONFORMED NAME: INVERNESS MEDICAL INNOVATIONS INC DATE OF NAME CHANGE: 20010720 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Coppersmith Capital Management, LLC CENTRAL INDEX KEY: 0001576332 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1370 SIXTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 804-8001 MAIL ADDRESS: STREET 1: 1370 SIXTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 sc13d09158002_05032013.htm SCHEDULE 13D sc13d09158002_05032013.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. )1

Alere Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

01449J105

(CUSIP Number)

JEROME LANDE

COPPERSMITH CAPITAL MANAGEMENT, LLC

1370 Sixth Avenue, 25th Floor

New York, New York 10019

(212) 804-8001

STEVE WOLOSKY

OLSHAN FROME WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 3, 2013

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 01449J105

1	NAME OF REPORTING PERSON COPPERSMITH CAPITAL MANAGEMENT, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,850,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,850,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,850,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 01449J105

1	NAME OF REPORTING PERSON JEROME J. LANDE
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 1,850,000
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 1,850,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,850,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 01449J105

1	NAME OF REPORTING PERSON CRAIG ROSENBLUM
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 1,850,000
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 1,850,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,850,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 01449J105

1	NAME OF REPORTING PERSON SCOPIA LONG LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 30,738
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 30,738
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,738
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 01449J105

1	NAME OF REPORTING PERSON SCOPIA PARTNERS QP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 30,099
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 30,099
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,099
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 01449J105

1	NAME OF REPORTING PERSON SCOPIA PX, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 863,505
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 863,505
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 863,505
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 01449J105

1	NAME OF REPORTING PERSON SCOPIA PARTNERS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 30,173
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 30,173
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,173
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 01449J105

1	NAME OF REPORTING PERSON SCOPIA WINDMILL FUND, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 642,663
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 642,663
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 642,663
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 01449J105

1	NAME OF REPORTING PERSON SCOPIA INTERNATIONAL MASTER FUND LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION BERMUDA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 151,334
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 151,334
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 151,334
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 01449J105

1	NAME OF REPORTING PERSON SCOPIA PX INTERNATIONAL MASTER FUND LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION BERMUDA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,059,696
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,059,696
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,059,696
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 01449J105

1	NAME OF REPORTING PERSON SCOPIA CAPITAL GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,808,208
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,808,208
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,808,208
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 01449J105

1	NAME OF REPORTING PERSON SCOPIA CAPITAL MANAGEMENT LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,893,627
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,893,627
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,893,627
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 01449J105

1	NAME OF REPORTING PERSON MATTHEW SIROVICH
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,893,627
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,893,627
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,893,627
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 01449J105

1	NAME OF REPORTING PERSON JEREMY MINDICH
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,893,627
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,893,627
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,893,627
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 01449J105

1	NAME OF REPORTING PERSON CURT R. HARTMAN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 01449J105

1	NAME OF REPORTING PERSON THEODORE E. MARTIN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 925
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 925
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 925
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 01449J105

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.

Security and Issuer.

This statement relates to the common stock, par value $0.001 per share (the “Shares”), of Alere Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 51 Sawyer Road, Suite 200, Waltham, Massachusetts 02453.

Item 2.

Identity and Background.

(a) This statement is filed by:

(i) Coppersmith Capital Management, LLC, a Delaware limited liability company (“Coppersmith Capital”), as the Investment Adviser to a number of investment funds or managed accounts (collectively, the “Coppersmith Accounts”);

(ii) Jerome J. Lande, as a Managing Member of Coppersmith Capital;

(iii) Craig Rosenblum, as a Member of Coppersmith Capital;

(iv) Scopia Long LLC, a Delaware limited liability company (“Scopia Long”), with respect to the Shares directly and beneficially owned by it;

(v) Scopia Partners QP LLC, a Delaware limited liability company (“Scopia QP LLC”), with respect to the Shares directly and beneficially owned by it;

(vi) Scopia PX, LLC, a Delaware limited liability company (“Scopia PX”), with respect to the Shares directly and beneficially owned by it;

(vii) Scopia Partners LLC, a Delaware limited liability company (“Scopia Partners”), with respect to the Shares directly and beneficially owned by it;

(viii) Scopia Windmill Fund, LP, a Delaware limited liability company (“Scopia Windmill”), with respect to the Shares directly and beneficially owned by it;

(ix) Scopia International Master Fund LP, a Bermuda limited partnership (“Scopia International”), with respect to the Shares directly and beneficially owned by it;

(x) Scopia PX International Master Fund LP, a Bermuda limited partnership (“Scopia PX International”), with respect to the Shares directly and beneficially owned by it;

(xi) Scopia Capital GP LLC, a Delaware limited liability company (“Scopia Capital”), as the Managing Member of each of Scopia Long, Scopia QP LLC, Scopia PX and Scopia Partners, and the general partner of Scopia Windmill, Scopia International and Scopia PX International;

(xii) Scopia Capital Management LLC, a Delaware limited liability company (“Scopia Management”), as the Investment Manager of each of Scopia Long, Scopia QP LLC, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International and of a certain separately managed account (the “Managed Account”);

(xiii) Matthew Sirovich, as a Managing Member of Scopia Capital, Manager of Scopia Management, and Managing Director and Executive Vice President of Scopia Management, Inc., which serves as the Managing Member of Scopia Management;

CUSIP NO. 01449J105

(xiv) Jeremy Mindich, as a Managing Member of Scopia Capital, Manager of Scopia Management, and a Managing Director and President of Scopia Management, Inc., which serves as the Managing Member of Scopia Management;

(xv) Curt R. Hartman; and

(xvi) Theodore E. Martin.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b) The address of the principal office of each of Coppersmith Capital and Messrs. Lande and Rosenblum is 1370 Sixth Avenue, 25th Floor, New York, New York 10019.

The address of the principal office of Scopia Long, Scopia QP LLC, Scopia PX, Scopia Partners, Scopia Windmill, Scopia Capital, Scopia Management and Messrs. Sirovich and Mindich is 152 West 57th Street, 33rd Floor, New York, New York 10019. The address of the principal office of each of Scopia International and Scopia PX International is C/O Appleby Services (Bermuda) Limited, Canon’s Court, 22 Victoria Street, Hamilton, Bermuda HM12.

The principal address of each of Messrs. Hartman and Martin is c/o Coppersmith Capital Management, LLC, 1370 Sixth Avenue, 25th Floor, New York, New York 10019.

(c) The principal business of Coppersmith Capital is serving as the Investment Manager of the Coppersmith Accounts. Messrs. Lande and Rosenblum serve as Managing Member and Member, respectively, of Coppersmith Capital.

The principal business of each of Scopia QP LLC, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International and Scopia PX International is serving as investment vehicles that invest primarily in publicly-traded equities. The principal business of Scopia Long is serving as a “long only” investment vehicle that invests primarily in publicly-traded equities on U.S. exchanges. The principal business of Scopia Capital is serving as the Managing Member of each of Scopia Long, Scopia QP LLC, Scopia PX and Scopia Partners, and as the general partner of Scopia Windmill, Scopia International and Scopia PX International. Scopia Management provides investment advisory and management services and acts as the Investment Manager of each of Scopia Long, Scopia QP LLC, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International and of the Managed Account. Messrs. Sirovich and Mindich serve as the Managing Members of Scopia Capital, Managers of Scopia Management and Managing Directors and the Executive Vice President and President, respectively, of Scopia Management, Inc., which serves as the Managing Member of Scopia Management.

Mr. Hartman was most recently the Interim Chief Executive Officer of Stryker Corporation (NYSE:SYK), a publicly traded large cap medical device company, from February 2012 to October 2012. Mr. Martin is a retired President and Chief Executive Officer of Barnes Group Inc., a $1.3 billion manufacturer and distributor of custom metal parts for aerospace and industrial markets.

CUSIP NO. 01449J105

(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Messrs. Lande, Rosenblum, Sirovich, Mindich, Hartman and Martin are citizens of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration.

The source of funds for the purchase of the Shares reported beneficially owned by Coppersmith Capital was the working capital of the respective purchasers (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). Securities positions which may be held in the margin accounts, including the Shares beneficially owned by Coppersmith Capital, may be pledged as collateral security for the repayment of debit balances in the margin accounts.

The Shares purchased by each of Scopia Long, Scopia QP LLC, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International and Scopia PX International and held in the Managed Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.

The aggregate purchase price of the 1,850,000 Shares beneficially owned by Coppersmith Capital is approximately $47,624,302, including brokerage commissions.

The aggregate purchase price of the 30,738 Shares beneficially owned by Scopia Long is approximately $788,088, excluding brokerage commissions.

The aggregate purchase price of the 30,099 Shares beneficially owned by Scopia QP LLC is approximately $768,499, excluding brokerage commissions.

The aggregate purchase price of the 863,505 Shares beneficially owned by Scopia PX is approximately $22,040,148, excluding brokerage commissions.

The aggregate purchase price of the 30,173 Shares beneficially owned by Scopia Partners is approximately $769,699, excluding brokerage commissions.

The aggregate purchase price of the 642,663 Shares beneficially owned by Scopia Windmill is approximately $16,459,586, excluding brokerage commissions.

The aggregate purchase price of the 151,334 Shares beneficially owned by Scopia International is approximately $3,861,908, excluding brokerage commissions.

The aggregate purchase price of the 1,059,696 Shares beneficially owned by Scopia PX International is approximately $27,095,918, excluding brokerage commissions.

The aggregate purchase price of the 85,419 Shares held in the Managed Account is approximately $2,180,052, excluding brokerage commissions.

The Shares purchased by each of Messrs. Hartman and Martin were purchased with personal finds in open market purchases. The aggregate purchase price of the 1,000 Shares beneficially owned by Mr. Hartman is $27,321. The aggregate purchase price of the 925 Shares beneficially owned by Mr. Martin is $24,998.

CUSIP NO. 01449J105

Item 4.

Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

On April 12, 2013, an affiliate of Coppersmith Capital delivered a letter to the Issuer (the “Nomination Letter”) nominating Curt R. Hartman, Jerome J. Lande and Theodore E. Martin, as nominees (the “Nominees”) for election to the Board of Directors of the Issuer (the “Board”) at the 2013 annual meeting of stockholders of the Issuer (the “2013 Annual Meeting”). The Reporting Persons have engaged, and intend to continue to engage, in discussions with management and the Board of the Issuer regarding the nomination of directors at the 2013 Annual Meeting and the composition of the Issuer’s Board, generally, as well as ways to enhance stockholder value.

On May 8, 2013, Coppersmith Capital delivered a letter to the Chairman, Chief Executive Officer and President of the Issuer, Ronald Zwanziger, expressing strong disappointment at the management and Board’s failure to address the numerous issues facing Alere or engage in a constructive dialogue with Coppersmith regarding the clear and compelling need for change in the composition of the Board. The full text of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In the letter, Coppersmith Capital expressed its concern with Alere’s continued depressed valuation and poor stock performance and criticized management for its apparent commitment to remaining a heavily-leveraged, inefficient and disparate organization with a painful, failed and continuously failing experiment in health management. Coppersmith Capital dismissed the steps the Board has announced to address Alere’s undervaluation and underperformance as an incoherent series of half-measures, none of which suggest the seriousness needed to restore Alere’s credibility as a public company. In Coppersmith Capital’s view, for Alere to thrive as a public company and achieve fair value it must undergo a comprehensive strategic and operational rationalization. The letter explained that a comprehensive strategic rationalization must begin with the divestiture or shut-down of the health management division. Coppersmith Capital also stated that comprehensive operational rationalization is required to reverse the worrisome trajectory of diminishing organic growth and margins in the core Diagnostics business, and to produce the integration synergies that have not been realized. Coppersmith Capital expressed its view that maximizing Alere’s value requires independent thinking and analytical rigor that the incumbent Board lacks. Accordingly, Coppersmith Capital intends to solicit proxies for the election of its three independent, highly-qualified candidates, including two healthcare industry veterans with high-level operational or board experience at leading, large-cap medical products companies and a direct stockholder representative. Coppersmith Capital concluded that it remains open to a constructive dialogue with the management and Board regarding Board composition and maximizing value at Alere.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, continuing to engage in communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

CUSIP NO. 01449J105

Item 5.

Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by each person named herein is based upon 81,287,154 Shares outstanding, as of April 26, 2013, which is the total number of Shares outstanding as reported in the Issuer’s amended annual report on Form 10-K/A for the fiscal year ended December 31, 2012 filed with the Securities and Exchange Commission on April 30, 2013.

A.	Coppersmith Capital

(a)

Coppersmith Capital, as the Investment Manager of the Coppersmith Accounts, may be deemed the beneficial owner of the 1,850,000 Shares held in the Coppersmith Accounts.

Percentage: Approximately 2.3%

(b)

1. Sole power to vote or direct vote: 1,850,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,850,000

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares on behalf of Coppersmith Capital with respect to the Shares held in the Coppersmith Accounts during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

Mr. Lande

(a)

Mr. Lande, as a Managing Member of Coppersmith Capital, may be deemed the beneficial owner of the 1,850,000 Shares beneficially owned by Coppersmith Capital.

Percentage: Approximately 2.3%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 1,850,000

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 1,850,000

(c)

The transactions in the Shares by Mr. Lande and on behalf of Coppersmith Capital during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

CUSIP NO. 01449J105

C.	Mr. Rosenblum

(a)

Mr. Rosenblum, as a Member of Coppersmith Capital, may be deemed the beneficial owner of the 1,850,000 Shares beneficially owned by Coppersmith Capital.

Percentage: Approximately 2.3%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 1,850,000

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 1,850,000

(c)

The transactions in the Shares by Mr. Rosenblum and on behalf of Coppersmith Capital during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

D.	Scopia Long

(a)

As of the close of business on the date hereof, Scopia Long beneficially owned 30,738 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 30,738

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 30,738

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Scopia Long during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

CUSIP NO. 01449J105

E.	Scopia QP LLC

(a)

As of the close of business on the date hereof, Scopia QP LLC beneficially owned 30,099 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 30,099

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 30,099

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Scopia QP LLC during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

Scopia PX

(a)

As of the close of business on the date hereof, Scopia PX beneficially owned 863,505 Shares.

Percentage: Approximately 1.1%

(b)

1. Sole power to vote or direct vote: 863,505

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 863,505

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Scopia PX during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

G.	Scopia Partners

(a)

As of the close of business on the date hereof, Scopia Partners beneficially owned 30,173 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 30,173

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 30,173

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Scopia Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

CUSIP NO. 01449J105

H.	Scopia Windmill

(a)

As of the close of business on the date hereof, Scopia Windmill beneficially owned 642,663 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 642,663

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 642,663

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Scopia Windmill during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

I.	Scopia International

(a)

As of the close of business on the date hereof, Scopia International beneficially owned 151,334 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 151,334

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 151,334

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Scopia International during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

J.	Scopia PX International

(a)

As of the close of business on the date hereof, Scopia PX International beneficially owned 1,059,696 Shares.

Percentage: Approximately 1.3%

(b)

1. Sole power to vote or direct vote: 1,059,696

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,059,696

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Scopia PX International during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

K.	Scopia Capital

(a)

Scopia Capital, as the Managing Member of each of Scopia Long, Scopia QP LLC, Scopia PX and Scopia Partners, and the general partner of Scopia Windmill, Scopia International and Scopia PX International, may be deemed the beneficial owner of the: (i) 30,738 Shares owned by Scopia Long; (ii) 30,099 Shares owned by Scopia QP LLC; (iii) 863,505 Shares owned by Scopia PX; (iv) 30,173 Shares owned by Scopia Partners; (v) 642,663 Shares owned by Scopia Windmill; (vi) 151,334 Shares owned by Scopia International; and (vii) 1,059,696 Shares owned by Scopia PX International.

Percentage: Approximately 3.5%

CUSIP NO. 01449J105

(b)

1. Sole power to vote or direct vote: 2,808,208

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,808,208

4. Shared power to dispose or direct the disposition: 0

(c)

Scopia Capital has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of each of Scopia Long, Scopia QP LLC, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International and Scopia PX International during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

L.	Scopia Management

(a)

Scopia Management, as the Investment Manager of each of Scopia Long, Scopia QP LLC, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International and of the Managed Account, may be deemed the beneficial owner of the: (i) 30,738 Shares owned by Scopia Long; (ii) 30,099 Shares owned by Scopia QP LLC; (iii) 863,505 Shares owned by Scopia PX; (iv) 30,173 Shares owned by Scopia Partners; (v) 642,663 Shares owned by Scopia Windmill; (vi) 151,334 Shares owned by Scopia International; (vii) 1,059,696 Shares owned by Scopia PX International and (viii) 85,419 Shares held in the Managed Account.

Percentage: Approximately 3.6%

(b)

1. Sole power to vote or direct vote: 2,893,627

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,893,627

4. Shared power to dispose or direct the disposition: 0

(c)

Scopia Management has not directly entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of each of Scopia Long, Scopia QP LLC, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International and through the Managed Account during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

M.	Mr. Sirovich

(a)

Mr. Sirovich, as a Managing Director of the Managing Member of Scopia Management, may be deemed the beneficial owner of the: (i) 30,738 Shares owned by Scopia Long; (ii) 30,099 Shares owned by Scopia QP LLC; (iii) 863,505 Shares owned by Scopia PX; (iv) 30,173 Shares owned by Scopia Partners; (v) 642,663 Shares owned by Scopia Windmill; (vi) 151,334 Shares owned by Scopia International; (vii) 1,059,696 Shares owned by Scopia PX International and (viii) 85,419 Shares held in the Managed Account.

Percentage: Approximately 3.6%

CUSIP NO. 01449J105

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 2,893,627

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 2,893,627

(c)

Mr. Sirovich has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of each of Scopia Long, Scopia QP LLC, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International and through the Managed Account during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

N.	Mr. Mindich

(a)

Mr. Mindich, as a Managing Director of the Managing Member of Scopia Management, may be deemed the beneficial owner of the: (i) 30,738 Shares owned by Scopia Long; (ii) 30,099 Shares owned by Scopia QP LLC; (iii) 863,505 Shares owned by Scopia PX; (iv) 30,173 Shares owned by Scopia Partners; (v) 642,663 Shares owned by Scopia Windmill; (vi) 151,334 Shares owned by Scopia International; (vii) 1,059,696 Shares owned by Scopia PX International and (viii) 85,419 Shares held in the Managed Account.

Percentage: Approximately 3.6%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 2,893,627

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 2,893,627

(c)

Mr. Mindich has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of each of Scopia Long, Scopia QP LLC, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International and through the Managed Account during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

O.	Mr. Hartman

(a)

As of the close of business on the date hereof, Mr. Hartman beneficially owns 1,000 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 1,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,000

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Mr. Hartman during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

P.	Mr. Martin

(a)

As of the close of business on the date hereof, Mr. Martin beneficially owns 925 Shares.

Percentage: Less than 1%

CUSIP NO. 01449J105

(b)

1. Sole power to vote or direct vote: 925

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 925

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Mr. Martin during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

An aggregate of 4,745,552 Shares, constituting approximately 5.8% of the Shares outstanding, are reported in this Schedule 13D.

The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Person. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On March 15, 2013, Coppersmith Capital and Scopia Management (the “Parties”) entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) Coppersmith Capital and Scopia Management agreed to form a group along with certain of their respective affiliates to solicit proxies or written consents for the election of the Nominees, or any other person(s) nominated by them, to the Board at the Annual Meeting (the “Solicitation”), and (b) Coppersmith Capital and Scopia Capital agreed to share all expenses incurred in connection with the group’s activities, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Pursuant to letter agreements, an affiliate of Coppersmith Capital has agreed to indemnify each of Messrs. Hartman and Martin against any and all claims of any nature arising from the Solicitation and any related transactions. A form of the indemnification letter agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Coppersmith Capital through an affiliate has agreed to compensate Messrs. Hartman and Martin for being named as and serving as nominees for election as directors of the Issuer pursuant to letter agreements (the “Compensation Letter Agreements”). Under the Compensation Letter Agreements, Coppersmith Capital has agreed to pay each of Messrs. Hartman and Martin (i) $25,000 in cash as a result of the submission by Coppersmith of its nomination of each of Messrs. Hartman and Martin to the Company and (ii) $25,000 in cash upon the filing of a definitive proxy statement with the Securities and Exchange Commission relating to the solicitation of proxies in favor of each of Messrs. Hartman and Martin’s election as a director at the Annual Meeting. Pursuant to the compensation letter agreements, each of Messrs. Hartman and Martin has agreed to use the after-tax proceeds from such compensation to acquire securities of the Company (the “Nominee Shares”) at such time that each of Messrs. Hartman and Martin shall determine, but in any event no later than 14 days after receipt of such compensation. If elected or appointed to serve as a director of the Board, each of Messrs. Hartman and Martin agrees not to sell, transfer or otherwise dispose of any Nominee Shares within two years of his election or appointment as a director; provided, however, in the event that the Company enters into a business combination with a third party, each of Messrs. Hartman and Martin may sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination. A form of the Compensation Letter Agreements is attached hereto as Exhibit 99.4 and is incorporated herein by reference.

CUSIP NO. 01449J105

Item 7.

Material to be Filed as Exhibits.

99.1

Letter to the Chairman and CEO and the Board of Alere Inc. dated May 8, 2013.

99.2

Joint Filing and Solicitation Agreement.

99.3

Form of Indemnification Letter Agreement.

99.4

Form of Compensation Letter Agreement.

99.5

Powers of Attorney

CUSIP NO. 01449J105

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 8, 2013

COPPERSMITH CAPITAL MANAGEMENT, LLC


By:	/s/ Jerome J. Lande
	Name:	Jerome J. Lande
	Title:	Managing Member



	/s/ Jerome J. Lande
	JEROME J. LANDE, Individually and as Attorney-In-Fact for Curt R. Hartman and Theodore E. Martin



	/s/ Craig Rosenblum
	CRAIG ROSENBLUM

CUSIP NO. 01449J105

SCOPIA PARTNERS LLC			SCOPIA PARTNERS QP LLC

By: Scopia Capital Management LLC, its Investment Manager			By: Scopia Capital Management LLC, its Investment Manager


By:	/s/ Matthew Sirovich		By:	/s/ Matthew Sirovich
	Name:	Matthew Sirovich		Name:	Matthew Sirovich
	Title:	Managing Director of its Managing Member		Title:	Managing Director of its Managing Member

SCOPIA PX, LLC			SCOPIA LONG LLC

By: Scopia Capital Management LLC, its Investment Manager			By: Scopia Capital Management LLC, its Investment Manager


By:	/s/ Matthew Sirovich		By:	/s/ Matthew Sirovich
	Name:	Matthew Sirovich		Name:	Matthew Sirovich
	Title:	Managing Director of its Managing Member		Title:	Managing Director of its Managing Member

SCOPIA INTERNATIONAL MASTER FUND LP			SCOPIA PX INTERNATIONAL MASTER FUND LP

By: Scopia Capital Management LLC, its Investment Manager			By: Scopia Capital Management LLC, its Investment Manager


By:	/s/ Matthew Sirovich		By:	/s/ Matthew Sirovich
	Name:	Matthew Sirovich		Name:	Matthew Sirovich
	Title:	Managing Director of its Managing Member		Title:	Managing Director of its Managing Member

SCOPIA WINDMILL FUND, LP			SCOPIA CAPITAL GP LLC

By: Scopia Capital Management LLC, its			By:	/s/ Matthew Sirovich
Investment Manager				Name:	Matthew Sirovich
				Title:	Manager
By:	/s/ Matthew Sirovich
	Name:	Matthew Sirovich
	Title:	Managing Director of its	SCOPIA CAPITAL MANAGEMENT LLC
		Managing Member
			By:	/s/ Matthew Sirovich
				Name:	Matthew Sirovich
				Title:	Managing Director of its Managing Member

CUSIP NO. 01449J105



	/s/ Matthew Sirovich
	MATTHEW SIROVICH



	/s/ Jeremy Mindich
	JEREMY MINDICH

CUSIP NO. 01449J105

SCHEDULE A

Transactions in the Shares During the Past Sixty Days

Shares of Common Stock

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase / Sale

COPPERSMITH CAPITAL MANAGEMENT, LLC

(THROUGH THE COPPERSMITH ACCOUNTS)

1,000	24.27	03/25/2013
90,000	24.31	03/25/2013
170,500	24.80	03/26/2013
65,400	24.97	03/27/2013
3,600	25.40	03/28/2013
70,900	25.45	04/01/2013
50,000	25.86	04/02/2013
32,500	25.60	04/03/2013
71,300	25.52	04/04/2013
122,000	25.64	04/05/2013
75,000	25.83	04/08/2013
225,000	26.15	04/15/2013
75,000	26.17	04/16/2013
3,500	25.50	04/17/2013
48,300	25.48	04/18/2013
13,800	25.50	04/19/2013
1,800	25.50	04/23/2013
28,500	25.78	04/26/2013
327,600	26.21	04/29/2013
5,400	25.85	04/30/2013
100,000	25.79	04/30/2013
150,000	25.68	05/01/2013
50,000	25.69	05/01/2013
40,000	26.94	05/07/2013

28,900

26.70

05/08/2013

JEROME J. LANDE

(100)

23.95

03/22/2013

CRAIG ROSENBLUM

(200)

24.09

03/22/2013

SCOPIA LONG LLC

357	23.81	03/20/2013
2,321	23.97	03/21/2013
5,908	23.99	03/22/2013
119	26.41	04/02/2013
2,096	26.16	04/15/2013
2,602	26.14	04/16/2013
5,236	25.96	04/17/2013

CUSIP NO. 01449J105

1,379	25.71	04/18/2013
906	25.77	04/19/2013
818	25.80	05/01/2013
1,236	25.84	05/01/2013
149	26.20	05/02/2013
590	26.10	05/02/2013
487	26.91	05/03/2013
4,747	26.94	05/03/2013
613	26.98	05/06/2013
295	27.00	05/06/2013
879	26.95	05/07/2013

SCOPIA PARTNERS QP LLC

418	23.81	03/20/2013
2,724	23.97	03/21/2013
6,933	23.99	03/22/2013
129	26.41	04/02/2013
2,342	26.16	04/15/2013
2,985	26.14	04/16/2013
3,642	25.96	04/17/2013
959	25.71	04/18/2013
630	25.77	04/19/2013
778	25.80	05/01/2013
1,176	25.84	05/01/2013
142	26.20	05/02/2013
561	26.10	05/02/2013
464	26.91	05/03/2013
4,516	26.94	05/03/2013
583	26.98	05/06/2013
281	27.00	05/06/2013
836	26.95	05/07/2013

SCOPIA PX, LLC

12,138	23.81	03/20/2013
78,929	23.97	03/21/2013
200,849	23.99	03/22/2013
792	26.41	04/02/2013
67,213	26.16	04/15/2013
85,732	26.14	04/16/2013
104,577	25.96	04/17/2013
27,547	25.71	04/18/2013
18,080	25.77	04/19/2013
22,311	25.80	05/01/2013
33,712	25.84	05/01/2013
4,073	26.20	05/02/2013
16,097	26.10	05/02/2013
13,298	26.91	05/03/2013

CUSIP NO. 01449J105

129,428	26.94	05/03/2013
16,712	26.98	05/06/2013
8,056	27.00	05/06/2013
23,961	26.95	05/07/2013

SCOPIA PARTNERS LLC

435	23.81	03/20/2013
2,834	23.97	03/21/2013
7,212	23.99	03/22/2013
(255)	26.41	04/01/2013
2,348	26.16	04/15/2013
2,994	26.14	04/16/2013
3,653	25.96	04/17/2013
962	25.71	04/18/2013
633	25.77	04/19/2013
780	25.80	05/01/2013
1,179	25.84	05/01/2013
142	26.20	05/02/2013
562	26.10	05/02/2013
465	26.91	05/03/2013
4,526	26.94	05/03/2013
584	26.98	05/06/2013
281	27.00	05/06/2013
838	26.95	05/07/2013

SCOPIA WINDMILL FUND, LP

7,694	23.81	03/20/2013
50,033	23.97	03/21/2013
127,318	23.99	03/22/2013
2,098	26.41	04/02/2013
42,972	26.16	04/15/2013
55,464	26.14	04/16/2013
111,581	25.96	04/17/2013
29,392	25.71	04/18/2013
19,813	25.77	04/19/2013
16,363	25.80	05/01/2013
24,725	25.84	05/01/2013
2,987	26.20	05/02/2013
11,805	26.10	05/02/2013
9,753	26.91	05/03/2013
94,926	26.94	05/03/2013
12,257	26.98	05/06/2013
5,909	27.00	05/06/2013
17,573	26.95	05/07/2013

CUSIP NO. 01449J105

SCOPIA INTERNATIONAL MASTER FUND LP

2,141	23.81	03/20/2013
13,925	23.97	03/21/2013
35,435	23.99	03/22/2013
(141)	26.41	04/01/2013
11,793	26.16	04/15/2013
15,042	26.14	04/16/2013
18,349	25.96	04/17/2013
4,833	25.71	04/18/2013
3,173	25.77	04/19/2013
3,900	25.80	05/01/2013
5,893	25.84	05/01/2013
712	26.20	05/02/2013
2,813	26.10	05/02/2013
2,324	26.91	05/03/2013
22,625	26.94	05/03/2013
2,921	26.98	05/06/2013
1,408	27.00	05/06/2013
4,188	26.95	05/07/2013

SCOPIA PX INTERNATIONAL MASTER FUND LP

13,814	23.81	03/20/2013
89,806	23.97	03/21/2013
228,524	23.99	03/22/2013
16,200	25.49	04/01/2013
10,917	26.41	04/02/2013
82,499	26.16	04/15/2013
105,193	26.14	04/16/2013
128,315	25.96	04/17/2013
33,803	25.71	04/18/2013
22,700	25.77	04/19/2013
27,337	25.80	05/01/2013
41,304	25.84	05/01/2013
4,994	26.20	05/02/2013
19,725	26.10	05/02/2013
16,294	26.91	05/03/2013
158,563	26.94	05/03/2013
20,478	26.98	05/06/2013
9,874	27.00	05/06/2013
29,356	26.95	05/07/2013

SCOPIA CAPITAL MANAGEMENT LLC

(Through the Managed Account)

1,203	23.81	03/20/2013
7,828	23.97	03/21/2013
19,921	23.99	03/22/2013
9	26.41	04/02/2013

CUSIP NO. 01449J105

6,650	26.16	04/15/2013
8,482	26.14	04/16/2013
10,347	25.96	04/17/2013
2,725	25.71	04/18/2013
1,790	25.77	04/19/2013
2,206	25.80	05/01/2013
3,333	25.84	05/01/2013
402	26.20	05/02/2013
1,591	26.10	05/02/2013
1,315	26.91	05/03/2013
12,800	26.94	05/03/2013
1,652	26.98	05/06/2013
796	27.00	05/06/2013
2,369	26.95	05/07/2013

CURT R. HARTMAN

1,000

26.94

05/07/2013

THEODORE E. MARTIN

925

27.00

05/07/2013

EX-99.1 2 ex991to13d09158002_05032013.htm LETTER TO THE CHAIRMAN AND CEO ex991to13d09158002_05032013.htm

Exhibit 99.1

May 8, 2013

Mr. Ronald Zwanziger

Chairman, Chief Executive Officer & President

Alere Inc.

51 Sawyer Road, Suite 200

Waltham, MA 02453

Dear Mr. Zwanziger,

Coppersmith Capital Management, LLC and the members of its Section 13(d) group (together, “Coppersmith”) are the beneficial owners of an aggregate of 4,745,552 shares of Alere Inc. (“Alere” or the “Company”) common stock, representing 5.8% of the outstanding stock and making us, we believe, Alere’s fifth largest stockholder. We have made this significant investment in Alere because of the attractiveness of the Company’s diagnostics assets and what we consider to be its greatly underappreciated intrinsic value. It was in this spirit that we have been trying since last November to engage you in a constructive dialogue regarding the numerous strategic, performance and capital structure issues facing Alere that we believe have caused its continued depressed valuation and poor long-term stock performance. To say we are disappointed by the discussions, which finally commenced in the last few weeks, would be an understatement. We severely disagree with Alere’s commitment to the status quo and insistence that the Company’s problems are more about investor perception than performance.

Alere’s stock is worth today 30% less than it was two years ago, 35% less than three years ago and 50% less than it was on January 27th, 2008, the day prior to the announcement of Alere’s “bet-the-business” size move into health management via the acquisition of Matria Healthcare, Inc. (all returns through the end of April). Alere has taken roughly $1.4 billion in writedowns in the last three years (equivalent to nearly two-thirds of the Company’s current market cap). The Company’s gross margin is down over 400 basis points in the last three fiscal years, while its operating margin is down over 600 basis points according to Alere’s reported non-GAAP adjusted measures. We believe these statistics and many others that demonstrate the imperilment of stockholder value, illustrate the clear and compelling need for change. Yet, you have made it clear that Alere is committed to remaining a heavily-leveraged, inefficient and disparate organization with what we believe is a painful, failed and continuously failing experiment in health management. Therefore we have nominated, in accordance with the Company’s organizational documents, an alternative slate of independent and highly-qualified director nominees that we are confident will better serve the interests of Alere and its stockholders. We intend to solicit proxies for the election of our nominees to the Board of Directors of the Company (the “Board”) at the 2013 annual meeting of stockholders (the “2013 Annual Meeting”).

We are taking this step in large part because of the substantial and ongoing destruction of stockholder value and the Company’s inability or unwillingness to acknowledge the troubled state in which Alere finds itself as a result of its previous decisions. Indeed, the steps the Company has announced to address Alere’s undervaluation and underperformance are an incoherent series of band-aids and half-measures, none of which suggest the seriousness needed to restore Alere’s credibility as a public company. A telling example is the newly-announced 4x leverage target for the end of 2015. With net debt of nearly six times its EBITDA presently – a figure that does not even include Alere’s preferred stock – Alere is vastly levered relative to its diagnostics peers and the healthcare industry generally. It would be encouraging that the Board finally acknowledged the tremendous problem with Alere’s leverage, if only it had more ambition than to spend three more years simply to arrive at a still grossly over-levered balance sheet. Based on Wall Street analyst estimates, Alere’s growth and cash flow alone should produce leverage below 4x by the end of 2015, which begs the question: how much new leverage is included in the Board’s de-leveraging plans? Another quagmire is Alere’s retention of its failed health management business, which in a masterful example of spin has been renamed “Health Information Solutions”. After five years, 18 acquisitions, over $1.8 billion spent and nearly $1.4 billion already written off, one would think any rational assessment of the situation would acknowledge the massive stockholder wealth destruction and lead to a divestiture or shutdown of the subsidiary in order to save the Company. Instead, your solution is to seek to joint-venture less than half of the failing health management division, while embarking on a quixotic expansion into health information exchanges, wherein Alere is competing against larger, better-capitalized, healthcare IT companies who, unlike Alere, actually have domain relevance. Alere investors can be forgiven for feeling that they have seen this tragic story unfold before.

We would not own our stock if such problems were not fixable. Indeed, our analysis of the intrinsic value of Alere’s assets, if properly configured and managed, suggests very significant upside potential to the current stock price. However, to thrive as a public company and achieve fair value Alere must undergo a comprehensive strategic and operational rationalization. A comprehensive strategic rationalization begins with the divestiture or shut-down of the health management division, which we believe many investors and research analysts have already written down to zero. A solution for the health management business would: a) improve the growth and margin profiles of Alere; b) realize over $1 billion in tax assets; c) remove a dilutive, low-multiple component from Alere’s valuation; and d) eliminate a massive perceived overhang that has tainted Alere’s credibility in the market for far too long. These benefits dramatically outweigh any theoretical pyrrhic victory you may hope to comb from the ashes of the health management division’s nearly $2 billion boondoggle. This is particularly true of the potential tax benefit, which would enable Alere to shield otherwise-taxable gains from additional portfolio streamlining – therein allowing Alere to refine its focus as well as efficiently generate sufficient proceeds to deleverage in a scope and within a timeframe that we believe investors might actually reward.

Comprehensive operational rationalization is also required to reverse the worrisome trajectory of diminishing organic growth and margins in the core Diagnostics business, and to produce the integration synergies that have not been realized. We believe this poor performance and operational missteps, such as the recent FDA debacle and its continuing impact, are due in large part to a lack of operational attention and expertise from Alere’s senior management. We find it troubling that Alere’s half-measure for dealing with operational decline has been to add a Chief Operating Officer, whose mandate you have yet to explain cogently and who reports to the CEO and Board whose results he is tasked with untangling. The appointment is particularly puzzling at a time when the CEO, whose principal focus for the last decade has been acquisitions, is running a company that has decided to no longer aggressively acquire. Despite the vast low-hanging fruit that we believe awaits a real operational rationalization, we do not consider the current operational improvement outlook at Alere promising (a view supported by Mr. Nawana’s curiously front-loaded restricted stock compensation).

Restoring value at Alere requires independent thinking and analytical rigor – traits that we fear the incumbent Board may lack, with its numerous insiders, long tenures and lack of a lead independent director, let alone an independent chairman. For this reason Coppersmith has nominated three independent, highly-qualified directors for election to the Board at Alere’s upcoming 2013 Annual Meeting. Our outside nominees are independent thinkers, distinguished in the healthcare industry for their high-level experience with issues such as leadership, operational efficiency, M&A, merger integration, innovation and strategy at leading, large-cap medical products companies. Thus, we were surprised that you summarily dismissed our highly-qualified director candidates during our meeting on April 30th, 2013 as unqualified to even be considered by the Nominating and Corporate Governance Committee of the Board. In our view, if you had given our nominees serious consideration you would have seen the undeniable value they can add to the Board and a proxy contest could have been avoided. Our nominees are:

Curt Hartman – Former Interim CEO and CFO of Stryker Corporation, as well as Global President, Stryker Instruments (NYSE: SYK). During Mr. Hartman’s CEO and CFO tenures, he was directly responsible for leading SYK through tremendous strategic and operational change, including multiple acquisitions, financings and leadership transitions, all against the backdrop of the financial crisis and the dramatically changing healthcare landscape. During this time, Stryker delivered a total stockholder return of more than 70%. For the previous nine years Mr. Hartman ran Stryker’s Instruments division, generating market leading growth.

Ted Martin – Former CEO of the Barnes Group (NYSE: B), former Member of the Boards of Directors of leading, large-cap healthcare products companies C.R. Bard (NYSE: BCR) and Applied Biosystems Inc. (NYSE: ABI, acquired by Invitrogen/Life Technologies Corp, NYSE: LIFE, for $6.7 billion). During Mr. Martin’s tenures, the total stockholder returns of Bard and Applied Biosystems were over 120% and 25% respectively. During Mr. Martin’s CEO tenure, Barnes generated a total stockholder return of over 150%.

Jerome Lande – Managing Partner of Coppersmith Capital Management, LLC, an investment firm he co-founded in 2012 to focus on event-driven investing in undervalued small and mid-cap companies undergoing, or capable of, operational and/or structural value-enhancement. Previously Mr. Lande was a Partner with Millbrook Capital Management, Inc., an investment firm focused on private equity and event-driven public equity investing (the latter via its former affiliate, MMI Investments, L.P.), and a Corporate Development Officer with Key Components, Inc., a global diversified industrial manufacturing company (acquired by Actuant Corporation, NYSE: ATU).

We firmly believe Coppersmith’s director nominees are preeminently qualified and offer an objectively superior alternative to the incumbent Board members who are up for reelection at the 2013 Annual Meeting. Most importantly, our candidates are proactive business leaders who know the difference between creating equity value and enterprise value, and who will not need to be told that there are problems at Alere in order to act. We have no doubt that you are suddenly busy at work on various and impressive shows of progress, just as we have no doubt stockholders know the difference between proactive and reactive leadership. Nonetheless, we expect that Alere will likely seek to replace its weakest directors unilaterally, announce sweeping operational rationalization plans from your newly-empowered COO or forecast long-term growth targets that we believe are likely to once again go unmet (as did those from your 2010 investor day). We believe such hollow gestures will help prove our point, and hope you instead choose to work with us to create a new and improved Board focused on making the necessary changes to enhance stockholder value.

Meanwhile, we look forward to discussing these and other critical issues facing Alere with our fellow stockholders, who we believe share our view that Alere’s unique assets, if managed and configured properly, would generate significantly greater value for stockholders. We continue to be open to, and hopeful for, a constructive dialogue with the Board regarding maximizing value at Alere. Please feel free to contact me.

	Regards,

	/s/ Jerome Lande

	Jerome Lande

Cc:	David Teitel, CFO

Jon Russell, President, Alere Home Monitoring, Inc.

Members of the Board of Directors of Alere Inc.

EX-99.2 3 ex992to13d09158002_05032013.htm JOINT FILING AND SOLICITATION AGREEMENT Unassociated Document

Exhibit 99.2

JOINT FILING AND SOLICITATION AGREEMENT

This Agreement (this “Agreement”) is made and entered into as of March 15, 2013, by and among Coppersmith Value Partners, LLC, a Delaware limited liability company (“Coppersmith”) and Scopia Capital Management LLC, a Delaware limited liability company (“Scopia”) (each a “Party” and, collectively, the “Parties” or the “Group”).

WHEREAS, each of the Parties are or intend to become stockholders, direct or beneficial, of Alere, Inc., a Delaware corporation (the “Company”);

WHEREAS, the Parties wish to form a group for the purpose of (i) seeking representation on the Board of Directors of the Company (the “Board”) at the 2013 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “2013 Annual Meeting”), (ii) taking all other action necessary to achieve the foregoing and (iii) taking any other actions the Group determines to undertake in connection with their respective investment in the Company.

NOW, IT IS AGREED, by the Parties:

1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other member, unless such member has actual knowledge that such information is inaccurate. Coppersmith or its representative shall provide each member of the Group with copies of all Schedule 13D filings and other public filings to be filed on behalf of such member at least one business day prior to the filing or submission thereof; provided, however, if one business day’s notice is not practicable, such copies will be provided with as much notice as practicable.

2. So long as this Agreement is in effect, each Party shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”) promptly following (i) every purchase or sale of securities of the Company and (ii) every acquisition or disposition of beneficial ownership of any securities of the Company; provided, however, that each Party agrees not to purchase or sell securities of the Company or otherwise increase or decrease its economic exposure to or beneficial ownership over the securities of the Company if it reasonably believes that, as a result of such action, the Group or any member thereof would be likely to be required to make any regulatory filing (including, but not limited to, a Schedule 13D amendment, Form 3 or Form 4 with the Securities and Exchange Commission (the “SEC”)) without using its reasonable efforts to give the other members of the Group at least 24 hours prior written notice; provided, further, that prior to the 2013 Annual Meeting, neither Party shall sell, or dispose of any beneficial ownership over, any securities of the Company without the prior consent of the other Party. For purposes of this Agreement, the term “beneficial ownership” shall have the meaning of such term set forth in Rule 13d-3 under the Exchange Act.

3. Each Party agrees to form the Group for the purpose of (i) voting for, soliciting proxies or written consents for the election of the persons nominated by the Group to the Board at the 2013 Annual Meeting, (ii) taking such other actions as the Parties agree are deemed advisable and (iii) taking all other action that the Parties agree are necessary, incidental or advisable to achieve the foregoing.

4. Coppersmith shall have the right to pre-approve all expenses incurred in connection with the Group’s activities (“Group Expenses”). Upon reasonable request, Coppersmith will supply supporting documentation in reasonable detail for such Group Expenses. Each of Coppersmith and Scopia agrees to pay directly all such Group Expenses on a percentage basis based on its pro rata ownership percentage of the securities of the Company held by the Group, which are the following percentages: Coppersmith: 50% of such expenses and Scopia: 50% of such expenses. These percentages shall be adjusted each quarter based on such Party’s respective ownership percentage as of the last day of the preceding quarter. Notwithstanding the foregoing, in the event that Scopia terminates this Agreement pursuant to Section 10, it shall only be responsible for its pro rata share of any Group Expenses (i) incurred up to the termination date, or (ii) relating to actions taken prior to the termination date where such actions were previously approved by the Group.

5. Each Party agrees that any SEC filing, press release, communication to the Company or communication to other stockholders proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be as determined by Coppersmith (“Company Communication”). Coppersmith will provide notice to and a reasonable opportunity for each of the Parties to review and comment upon any such SEC filing, press release or communication, or any proposed agreement or negotiating position with respect to the Company. Subject to the foregoing, the Parties hereby agree to work in good faith to resolve any disagreement that may arise between or among any of the members of the Group concerning decisions to be made, actions to be taken or statements to be made in connection with the Group’s activities. In the absence of disagreement, Coppersmith shall have discretion over the content and timing of public or private communications and negotiating positions taken on behalf of the Group. Notwithstanding the foregoing, Scopia shall have the right at all times to make such SEC filings and take such other actions if advised by counsel that it is required to do so under applicable laws, rules or regulations (including, but not limited to, the filing of a Schedule 13D, Form 3 or Form 4, or any amendment thereto, with the SEC and to the extent reasonably practicable, provide Coppersmith with written notice prior to taking such action). Coppersmith hereby agrees to indemnify, defend and hold harmless Scopia from and against any and all liabilities, claims, or losses resulting from or arising out of its negligence, bad faith or willful misconduct in connection with the determinations that it makes and the exercise of its discretion, referred to in this Section 5. Scopia hereby agrees to indemnify, defend and hold harmless Coppersmith from and against any and all liabilities, claims, or losses resulting from or arising out of its negligence, bad faith or willful misconduct in connection with the determinations that it makes and the exercise of its discretion, referred to in this Section 5.

6. Each Party understands and agrees that this is an exclusive arrangement and no additional group members shall be admitted without the mutual written agreement of the Parties.

7. The relationship of the Parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any Party to act as an agent for any other Party, or to create a joint venture or partnership. Except as specifically provided in this Agreement, nothing herein shall restrict any Party’s right to purchase or sell securities of the Company, as it deems appropriate, in its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.

8. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

9. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the Parties hereto consent and submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York.

10. The Parties’ rights and obligations under this Agreement (other than the rights and obligations set forth in Section 4 and Section 9 which shall survive any termination of this Agreement) shall terminate immediately after the conclusion of the activities set forth in Section 3(i) or as otherwise agreed to by the Parties in writing. Notwithstanding the foregoing, any Party may terminate its obligations under this Agreement upon ten (10) business days’ notice following the earlier of (i) the Annual Meeting or (ii) breach by the other party of its obligations under this Agreement, by written notice to all other Parties, with a copy by fax to Steve Wolosky at Olshan, Fax No. (212) 451-2222.

11. Each Party acknowledges that Olshan shall act as counsel for both the Group and Coppersmith and its affiliates relating to their investment in the Company. Scopia acknowledges that it has been advised by separate counsel in the negotiation of the terms and conditions of this Agreement. Each of the Parties has reviewed and signed a conflict waiver in connection with Olshan’s representation of the Group.

12. The terms and provisions of this Agreement may not be modified, waived or amended without the written consent of each of the Parties.

13. Each Party hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

[signature page follows]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written.

	COPPERSMITH CAPITAL MANAGEMENT, LLC


	By:	/s/ Jerome J. Lande
	Name:	Jerome J. Lande
	Title:	Managing Partner

	SCOPIA CAPITAL MANAGEMENT LLC


	By:	/s/ Jeremy Mindich
	Name:	Jeremy Mindich
	Title:	Managing Director of the Managing Member

EX-99.3 4 ex993to13d09158002_05032013.htm FORM OF INDEMNIFICATION AGREEMENT Unassociated Document

Exhibit 99.3

Coppersmith Value Partners, LLC

1370 Sixth Avenue, 25th Floor

New York, NY 10019

___________ __, 2013

[Nominee Name]

[Nominee Address]

Re: Alere Inc.

Dear ___________:

Thank you for agreeing to serve as a nominee for election to the Board of Directors of Alere Inc., a Delaware corporation (the “Company”), in connection with the proxy solicitation that Coppersmith Value Partners, LLC (“Coppersmith”) is considering undertaking to nominate and elect directors at the Company’s 2013 annual meeting of shareholders, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its shareholders. This letter will set forth the terms of our agreement.

Coppersmith agrees to indemnify and hold you harmless against any and all claims, made or threatened, of any nature arising from the Solicitation and any related transactions (including advancement of out-of-pocket costs reasonably incurred by you in connection with the investigation, defense, settlement or appeal of a claim, investigation or proceeding), irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions, provision to Coppersmith of false or misleading information (including false or misleading information on any questionnaire you are requested to complete by Coppersmith), or material breach of the terms of this letter agreement, in each case as judicially determined; provided further, that the indemnification and other obligations hereunder shall terminate upon your becoming a director of the Company. This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing for or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Solicitation and any related transactions (each, a “Loss”).

In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give Coppersmith prompt written notice of such claim or Loss (provided that failure to promptly notify Coppersmith shall not relieve Coppersmith from any liability which it may have on account of this letter agreement, except to the extent Coppersmith shall have been materially prejudiced by such failure). Upon receipt of such written notice, Coppersmith will provide you with counsel to represent you. Such counsel shall be reasonably acceptable to you. In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein.

Coppersmith may not enter into any settlement of any Loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such Loss or claim. Notwithstanding anything to the contrary set forth in this letter agreement, Coppersmith shall not be responsible for any fees, costs or expenses of separate legal counsel retained by you without Coppersmith’s prior written approval. In addition, you agree not to enter into any settlement of any Loss or claim without the written consent of Coppersmith, which consent will not be unreasonably withheld.

You hereby agree to keep confidential and not disclose to any party, without the consent of Coppersmith, any confidential, proprietary or non-public information (collectively, “Information”) that you have heretofore obtained or may obtain in connection with the Solicitation or your service as a nominee hereunder. Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by Coppersmith or its affiliates or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public or industry.

Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify Coppersmith so that Coppersmith or any of its representatives may seek a protective order or other appropriate remedy or, in Coppersmith’s sole discretion, waive compliance with the terms of this letter agreement. In the event that no such protective order or other remedy is obtained or Coppersmith does not waive compliance with the terms of this letter agreement, you may consult with counsel at the cost of Coppersmith and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of Coppersmith and, upon the request of a representative of Coppersmith, all such information shall be returned or, at Coppersmith’s option, destroyed by you, with such destruction confirmed by you to Coppersmith in writing.

This letter agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.

This letter agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.

	Very truly yours,


	COPPERSMITH VALUE PARTNERS, LLC



	By:
		Name:
		Title:

ACCEPTED AND AGREED:



[NOMINEE]

EX-99.4 5 ex994to13d09158002_05032013.htm FORM OF COMPENSATION AGREEMENT ex994to13d09158002_05032013.htm

Exhibit 99.4

Coppersmith Value Partners, LLC

1370 Sixth Avenue, 25th Floor

New York, NY 10019

_________ ___, 2013

[Nominee Name]

[Nominee Address]

Dear __________:

This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Coppersmith Group”), including Coppersmith Value Partners, LLC, for election as a director of Alere Inc. (the “Company”) at the Company’s 2013 annual meeting of shareholders including or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, (the “Annual Meeting”).

In consideration of your agreement to be named and serve as nominee of the Coppersmith Group for election as a director of the Company at the Annual Meeting, the undersigned hereby agrees to pay you (i) $25,000 in cash upon the Coppersmith Group submitting a letter to the Company nominating you for election as a director of the Company (with such payment to be made as soon as reasonably practicable after you have been nominated) and (ii) $25,000 in cash upon the filing by the Coppersmith Group of a definitive proxy statement with the U.S. Securities and Exchange Commission (the “Proxy Statement”) relating to a solicitation of proxies in favor of your election as a director of the Company at the Annual Meeting. You hereby agree to use the after-tax proceeds from such compensation, or an equivalent amount of other funds, to acquire securities of the Company (the “Nominee Shares”) at such time that you shall determine, but in any event no later than 14 days after receipt of such compensation; provided, however, in the event you are unable to transact in the securities of the Company due to possession of material non-public information or any other limitation or restriction, you shall have 14 days from the first date that you can transact in the securities of the Company to acquire such securities. If elected or appointed to serve as a director of the Company’s Board, you agree not to sell, transfer or otherwise dispose of any Nominee Shares within two (2) years of your election or appointment as a director; provided, however, in the event that the Company enters into a business combination with a third party, you may sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination.

The validity, interpretation, construction and performance of this letter agreement shall be governed by the laws of the State of New York, without regard to its principles of conflict of laws, and by applicable laws of the United States. The parties hereto consent to the jurisdiction of the New York State and United States courts located in New York County, New York for the resolution of any disputes hereunder and agree that venue shall be proper in any such court notwithstanding any principle of forum non conveniens and that service of process on the parties hereto in any proceeding in any such court may be effected in the manner provided herein for the giving of notices. The parties hereto waive trial by jury in respect of any such proceeding.

This letter agreement shall bind and inure to the benefit of you and your heirs, successors and assigns.

This letter agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.

COPPERSMITH VALUE PARTNERS, LLC


By:
Name:
Title:

Accepted and Agreed to:

[NOMINEE]

EX-99.5 6 ex995to13d09158002_05032013.htm POWERS OF ATTORNEY ex995to13d09158002_05032013.htm

Exhibit 99.5

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Jerome Lande and Craig Rosenblum, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Alere Inc., a Delaware corporation (the “Company”) directly or indirectly beneficially owned by Coppersmith Value Partners, LLC (“Coppersmith”) or any of its affiliates (collectively, the “Coppersmith Group”) and (ii) any proxy solicitation of the Coppersmith Group to elect the Coppersmith Group’s slate of director nominees to the board of directors of the Company at the 2013 annual meeting of stockholders of the Company (the “Solicitation”). Such action shall include, but not be limited to:

1. executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Coppersmith Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

2. if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Coppersmith Group;

4. performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

5. taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the reasonable opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's reasonable discretion and shall not be inconsistent with the terms of that certain letter agreement between Coppersmith and the undersigned dated April ___, 2013 with respect to the indemnification of the undersigned by Coppersmith under certain circumstances.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Coppersmith Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 11th day of April 2013.

/s/ Curt Hartman

CURT HARTMAN

POWER OF ATTORNEY

5. taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the reasonable opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's reasonable discretion and shall not be inconsistent with the terms of that certain letter agreement between Coppersmith and the undersigned dated April 11, 2013 with respect to the indemnification of the undersigned by Coppersmith under certain circumstances.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 11th day of April 2013.

/s/ Theodore E. Martin

THEORDORE E. MARTIN

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