MEDTOX Announces Settlement With Putative Class Action Plaintiffs Regarding Acquisition by LabCorp
July 20 2012 - 8:00AM
MEDTOX Scientific, Inc. (Nasdaq:MTOX) today announced that counsel
for MEDTOX and other named defendants have today entered into a
memorandum of understanding (MOU) with plaintiffs' counsel in
connection with the three previously announced putative class
action lawsuits filed in Minnesota state court in connection with
the proposed acquisition of MEDTOX by Laboratory Corporation of
America Holdings, or LabCorp. The three putative class action
lawsuits that are being settled pursuant to the MOU are the actions
pending in District Court, Second Judicial District, Ramsey County,
of the State of Minnesota ("Ramsey County Court") under the
captions John Siciliano v. MEDTOX Scientific, Inc. et al., Carol A.
Kiel v. Richard Braun et al., and Louis Perlman v. Medtox
Scientific, Inc. et al.
Under the terms of the MOU, MEDTOX will (i) provide supplemental
disclosures to the definitive proxy statement on Schedule 14A filed
by MEDTOX with the Securities and Exchange Commission (SEC) in
connection with its special stockholders meeting to be held on July
31, 2012, with respect to certain matters and (ii) file a Current
Report on Form 8−K with the SEC with respect to such additional
disclosures and the MOU. The MOU reflects the parties' agreement in
principle to resolve the allegations by the settling plaintiffs
against MEDTOX and other defendants in connection with the proposed
acquisition by LabCorp and provides a release and settlement by the
purported class of MEDTOX's stockholders of all claims against
MEDTOX and other defendants and their affiliates and agents in
connection with the proposed acquisition by LabCorp. The MOU and
settlement are contingent upon, among other things, approval of the
Ramsey County Court, further definitive documentation and
consummation of the proposed acquisition. In the event that the
settlement is not approved and such conditions are not satisfied,
MEDTOX and the other named defendants will continue to vigorously
defend these actions.
MEDTOX and the other named defendants continue to believe that
each of the aforementioned lawsuits is without merit and that they
have valid defenses to all claims made by the applicable
plaintiffs.
About MEDTOX®
MEDTOX Scientific, Inc., headquartered in St. Paul, Minn., is a
provider of high quality specialized laboratory testing services
and on-site/point-of-collection testing (POCT) devices. The Company
also supports customers with complete logistics, data and program
management services. MEDTOX is a leader in providing esoteric
laboratory testing services to hospitals and laboratories
nationwide. This includes both central laboratory and
bio-analytical testing for pharmaceutical clinical trials. MEDTOX
develops and manufactures diagnostic devices for quick and
economical on-site/point-of-collection analysis for drugs-of-abuse
and therapeutic drugs, and provides employment drug screening and
occupational health testing. For more information see
www.medtox.com.
The MEDTOX Scientific, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=3264
About LabCorp®
Laboratory Corporation of America® Holdings, an S&P 500
company, is a pioneer in commercializing new diagnostic
technologies and the first in its industry to embrace genomic
testing. With annual revenues of $5.5 billion in 2011, over
31,000 employees worldwide, and more than 220,000 clients, LabCorp
offers more than 4,000 tests ranging from routine blood analyses to
reproductive genetics to companion diagnostics. LabCorp
furthers its scientific expertise and innovative clinical testing
technology through its LabCorp Specialty Testing Group: The
Center for Molecular Biology and Pathology, National Genetics
Institute, ViroMed Laboratories, Inc., The Center for Esoteric
Testing, Litholink Corporation, Integrated Genetics, Integrated
Oncology, DIANON Systems, Inc., Monogram Biosciences, Inc.,
Colorado Coagulation, and Endocrine Sciences. LabCorp conducts
clinical trials testing through its LabCorp Clinical Trials
division. LabCorp clients include physicians, government
agencies, managed care organizations, hospitals, clinical labs, and
pharmaceutical companies. For more information see
www.labcorp.com.
Additional Information about the
Acquisition
On June 27, 2012, MEDTOX filed with the SEC a definitive proxy
statement in connection with the proposed acquisition, and shortly
thereafter commenced the mailing of the definitive proxy statement
to the MEDTOX stockholders of record as of the record date of June
27, 2012. MEDTOX has or shortly will file a supplement to the
definitive proxy statement containing additional disclosures
pursuant to the MOU. The definitive proxy statement, as
supplemented, contains important information about the proposed
transaction and related matters. SECURITY HOLDERS ARE URGED TO
READ THE DEFINITIVE PROXY STATEMENT As SUPPLEMENTED
CAREFULLY. The definitive proxy statement as supplemented and
other relevant materials may be obtained free of charge at the
SEC's website at www.sec.gov. In addition, these documents can
also be obtained by investors and stockholders free of charge from
MEDTOX upon written request to MEDTOX Scientific, Inc., Attention:
Investor Relations, 402 West County Road D., St. Paul, MN
55112.
Forward Looking Statements
Investors are cautioned that statements in this press release
that are not strictly historical statements, including the
expectation that the settlement described in the MOU will be
completed and that the acquisition of MEDTOX by LabCorp will also
be completed, constitute forward-looking statements. These
statements are based on current expectations, forecasts and
assumptions of MEDTOX that are subject to risks and uncertainties
that could cause actual outcomes and results to differ materially
from those statements. These risks and uncertainties include,
among others, the risk that MEDTOX stockholder approval may not be
obtained; the settlement described may not be consummated, the
transaction may not close within the expected timeframe or at all;
the transaction may not achieve the anticipated strategic benefits;
customers, suppliers, employees or strategic partners may have
adverse reactions to the proposed transaction; and the integration
of MEDTOX into LabCorp's business subsequent to the closing of the
transaction may not be successful; as well as other factors
detailed in MEDTOX's and LabCorp's filings with the SEC, including
MEDTOX's Annual Report on Form 10-K for the year ended December 31,
2011, and subsequent SEC filings, and LabCorp's Annual Report on
Form 10-K for the year ended December 31, 2011, and subsequent SEC
filings.
CONTACT: MEDTOX Scientific, Inc.
Investor Relations
Phone: (877) 715-7236
E-mail: investors@medtox.com
Company Information: www.medtox.com
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