LabCorp’s Acquisition of Sequenom Clears Antitrust Review
August 23 2016 - 8:45AM
Business Wire
Laboratory Corporation of America® Holdings (LabCorp®) (NYSE:LH)
today announced that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, or HSR Act, applicable to the
acquisition of Sequenom, Inc. (“Sequenom”) by LabCorp has expired.
As previously announced, LabCorp and Savoy Acquisition Corp., its
direct wholly owned subsidiary (“Purchaser”), commenced a tender
offer on August 9, 2016, for all of the outstanding shares of
common stock of Sequenom, including the associated preferred stock
purchase rights, for $2.40 net to the seller in cash, without
interest thereon and subject to applicable withholding taxes. The
expiration of the waiting period under the HSR Act satisfies one of
the conditions necessary for the consummation of the pending
acquisition. The tender offer and any withdrawal rights are
scheduled to expire at 12:01 a.m., Eastern Time, on Wednesday,
September 7, 2016, unless the tender offer is extended.
Consummation of the tender offer remains subject to other customary
closing conditions, including satisfaction of the minimum tender
condition under the agreement and plan of merger entered into by
LabCorp, Purchaser and Sequenom on July 26, 2016.
Important Additional Information Has Been Filed with the
Securities and Exchange Commission (“SEC”)
The tender offer described in this press release has commenced,
but this press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares of Sequenom, Inc.’s common stock. The tender offer is being
made pursuant to a tender offer statement and related materials.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER
OFFER STATEMENT AND RELATED MATERIALS AND THE
SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE TENDER OFFER
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The tender offer
statement and related materials, including an offer to purchase and
letter of transmittal, have been filed by Laboratory Corporation of
America Holdings and Savoy Acquisition Corp. with the SEC, and the
solicitation/recommendation statement has been filed by Sequenom,
Inc. with the SEC. Investors and security holders may obtain a free
copy of these statements and other documents filed by Laboratory
Corporation of America Holdings and Savoy Acquisition Corp. or
Sequenom, Inc. with the SEC at the website maintained by the SEC
at www.sec.gov. The tender offer statement and related
materials, solicitation/recommendation statement, and such other
documents may be obtained for free by directing such requests to
Morrow Sodali Global, LLC, the information agent for the tender
offer, at (203) 658-9400 for banks and brokers or (855) 222-5261
for shareholders and all others.
About LabCorp®
Laboratory Corporation of America® Holdings (NYSE:LH), an
S&P 500 company, is the world’s leading healthcare diagnostics
company, providing comprehensive clinical laboratory and end-to-end
drug development services. With a mission to improve health and
improve lives, LabCorp delivers world-class diagnostic solutions,
brings innovative medicines to patients faster and develops
technology-enabled solutions to change the way care is provided.
With net revenue in excess of $8.5 billion in 2015, LabCorp’s
50,000 employees serve clients in 60 countries. To learn more about
LabCorp visit www.labcorp.com and to learn more about Covance Drug
Development visit www.covance.com.
This press release contains forward-looking statements. Each of
the forward-looking statements is subject to change based on
various important factors, including without limitation: the risk
that the remaining conditions to the offer or the merger set forth
in the agreement and plan of merger will not be satisfied or
waived; uncertainties as to the timing of the tender offer and
merger; uncertainties as to how many Sequenom stockholders will
tender their stock in the offer; the risk that competing offers
will be made; changes in either companies’ businesses during the
period between now and the closing; the successful integration of
Sequenom into LabCorp’s business subsequent to the closing of the
transaction; adverse reactions to the proposed transaction by
customers, suppliers or strategic partners; dependence on key
personnel and customers; reliance on proprietary technology;
management of growth and organizational change; risks associated
with litigation; competitive actions in the marketplace and adverse
actions of governmental and other third-party payers. Actual
results could differ materially from those suggested by these
forward-looking statements. Further information on potential
factors that could affect LabCorp’s operating and financial results
is included in the Company’s Form 10-K for the year ended December
31, 2015, including under the heading risk factors, and in the
Company’s other filings with the SEC, as well as in the risk
factors included in Covance’s filings with the SEC. The information
in this press release should be read in conjunction with a review
of the Company’s filings with the SEC including the information in
the Company’s Form 10-K for the year ended December 31, 2015, and
subsequent Forms 10-Q, under the heading MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
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version on businesswire.com: http://www.businesswire.com/news/home/20160823005804/en/
Laboratory Corporation of America® HoldingsInvestor
Relations:Paul Surdez, 336-436-5076Investor@labcorp.comorMedia
Relations:Pattie Kushner, 336-436-8263Media@labcorp.com
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