Coppersmith Presentation to Alere Inc Stockholders
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Poor Governance Breeds Reactive, Not Real, Proactive Change
COPPERSMITH
In response to our nominations Alere replaced its incumbent directors with new hand-picked candidates in what appears to be
a defensive, reactionary move intended to masquerade as a real commitment to change. Please consider:
A. The nominations are reactive and inconsistent with the Board's historic practices
Replaced only those up for election (including the newest director and exempting the other management insider)
Chairman & CEO Zwanziger cites merger integration and large healthcare company CEO experience as nominee criteria,
but only after 10 years of roll-up strategy and 107 acquisitions costing nearly $8B, raising questions as to why now?
B. Do Alere's nominees have an independent, objective mandate, let alone one for change?
Chairman & CEO Zwanziger's brazen assurance suggests otherwise: "Your Board's Nominees have committed to being
actively engaged in overseeing management's execution of Alere's strategy." - Letter to Stockholders, 6/27/13
Upon Coppersmith exposing in our 7/8/13 letter that Chairman & CEO Zwanziger had explicitly stated his new directors'
commitment to management's strategy, BEFORE they were even elected to the Board, he promptly changed his story:
"Your Board's four new director nominees will take an objective and hard look at Alere's current strategy and employ
their breadth of operating experience to help guide Alere's business plan going forward." - Chairman & CEO
Zwanziger's letter to stockholders, 7/15/13
"There were no preconditions to their selection..." - Chairman & CEO Zwanziger's letter to stockholders, 7/17/13
We question whether the Board, management and their nominees truly understand and value the important role of an
independent director in objectively and open-mindedly considering all strategies
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