LabCorp Extends Tender Offer for All Outstanding Shares of Orchid Cellmark Inc.
September 12 2011 - 8:45AM
Business Wire
Laboratory Corporation of America® Holdings (NYSE: LH) today
announced that LabCorp is extending until 5:00 p.m., New York City
time, on October 7, 2011 LabCorp’s previously announced cash tender
offer for all outstanding shares of the common stock of Orchid
Cellmark Inc. (NASDAQ: ORCH). On May 17, 2011, LabCorp received a
request from the Federal Trade Commission, or the FTC, for
additional information under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, applicable to the acquisition
of Orchid by LabCorp. LabCorp previously extended its tender offer
to September 9, 2011. LabCorp is continuing to cooperate with the
FTC’s request for additional information and is consequently
further extending the expiration of the tender offer.
The depositary for the tender offer has advised LabCorp that as
of 5:00 p.m., New York City time on September 9, 2011, stockholders
of Orchid had validly tendered, and not withdrawn, 26,156,253
shares of Orchid common stock, including 173,688 shares of Orchid
common stock tendered through notices of guaranteed delivery. The
shares tendered represent approximately 87.2% of the outstanding
shares of Orchid, and approximately 86.6% excluding the shares
tendered by notices of guaranteed delivery (or approximately 80.0%
and 79.4%, respectively, calculated on a fully diluted basis).
As announced previously, on April 19, 2011, LabCorp, through its
wholly owned subsidiary OCM Acquisition Corp., commenced a tender
offer for all outstanding shares of Orchid at a price of $2.80 per
share net to the seller in cash without interest and subject to
applicable withholding taxes. The tender offer was made pursuant to
the previously announced merger agreement among LabCorp, OCM
Acquisition Corp. and Orchid dated as of April 5, 2011. The tender
offer will now expire at 5:00 p.m., New York City time, on October
7, 2011, unless further extended.
Important Additional Information Has Been Filed with the
SEC
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 Orchid Cellmark Inc.’s common stock. The tender offer is
being made pursuant to a tender offer statement as amended and
related materials (including the Offer to Purchase and the Letter
of Transmittal). ORCHID STOCKHOLDERS ARE URGED TO READ BOTH THE
TENDER OFFER STATEMENT ON SCHEDULE TO AND RELATED MATERIALS
(INCLUDING THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL), AS
AMENDED, AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE
14D-9, AS AMENDED, REGARDING THE TENDER OFFER BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. The tender offer statement on Schedule TO
and related materials, including the Offer to Purchase and Letter
of Transmittal, have been filed by Laboratory Corporation of
America Holdings and OCM Acquisition Corp. with the SEC and mailed
to Orchid stockholders. The solicitation/recommendation statement
on Schedule 14D-9 has been filed by Orchid Cellmark Inc. with the
SEC and mailed to Orchid stockholders. Investors and security
holders may obtain a copy of these statements at no cost and other
documents filed by Laboratory Corporation of America Holdings and
OCM Acquisition Corp. or Orchid Cellmark 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 at no cost by
directing such requests to Morrow & Co. LLC, the
information agent for the tender offer, at 1-203-658-9400 for banks
and brokers or 1-877-827-0538 for stockholders and all others. BofA
Merrill Lynch is acting as Dealer Manager for the tender offer and
can be reached at 1-888-803-9655.
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 $5.0 billion in 2010, over
31,000 employees worldwide, and more than 220,000 clients, LabCorp
offers a broad test menu ranging from routine blood analyses to
reproductive genetics to DNA sequencing. LabCorp furthers its
scientific expertise and innovative clinical testing technology
with its Centers of Excellence: The Center for Molecular Biology
and Pathology, National Genetics Institute, ViroMed Laboratories,
Inc., The Center for Esoteric Testing, Litholink Corporation,
Genzyme GeneticsSM*, DIANON Systems, Inc., US LABS, Monogram
Biosciences, Inc., and Esoterix and its Colorado Coagulation,
Endocrine Sciences, and Cytometry Associates laboratories. LabCorp
conducts clinical trials testing through its Esoterix Clinical
Trials Services division. LabCorp clients include physicians,
government agencies, managed care organizations, hospitals,
clinical labs, and pharmaceutical companies. To learn more about
our organization, visit our Web site at: www.labcorp.com.
* Genzyme Genetics and its logo are trademarks of Genzyme
Corporation and used by Esoterix Genetic Laboratories, LLC, a
wholly-owned subsidiary of LabCorp, under license. Esoterix Genetic
Laboratories and LabCorp are operated independently from Genzyme
Corporation.
Investors are cautioned that statements in this press release
that are not strictly historical statements, including, without
limitation, statements relating to the expected timing and closing
of the transaction, constitute forward-looking statements. These
statements are based on current expectations, forecasts and
assumptions of LabCorp that are subject to risks and uncertainties
that could cause actual outcomes and results to differ materially
from those statements. Risks and uncertainties include, among
others, the risk that the 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 merger, uncertainties
as to how many Orchid 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 Orchid 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 payors; as well as other factors
detailed in LabCorp’s and Orchid’s filings with the SEC, including
LabCorp’s Annual Report on Form 10-K for the year ended December
31, 2010 and subsequent SEC filings, and Orchid’s Annual Report on
Form 10-K for the year ended December 31, 2010 and subsequent SEC
filings.
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