LabCorp Commences Cash Tender Offer for All Outstanding Shares of Orchid Cellmark Inc.
2011年4月19日 - 9:00PM
ビジネスワイヤ(英語)
Laboratory Corporation of America® Holdings (NYSE:LH) today
announced the commencement of its cash tender offer for all
outstanding shares of the common stock of Orchid Cellmark Inc.
(NASDAQ:ORCH) for $2.80 per share. The tender offer is being made
by OCM Acquisition Corp. a wholly owned subsidiary of LabCorp,
pursuant to an Offer to Purchase, dated April 19, 2011. LabCorp and
Orchid Cellmark previously announced that they entered into an
Agreement and Plan of Merger, dated as of April 5, 2011, for
LabCorp to acquire Orchid Cellmark.
The Board of Directors of Orchid Cellmark has determined that
the agreement and plan of merger, the offer and the merger are
advisable, fair to, and in the best interests of Orchid Cellmark
and its stockholders, approved the agreement and plan of merger and
the other transactions contemplated thereby, including the tender
offer, and recommended that the Orchid Cellmark stockholders accept
the offer and tender their shares in the offer.
The tender offer and any withdrawal rights are scheduled to
expire at 5:00 p.m., New York City Time, on Tuesday, May 17, 2011,
unless the tender offer is extended.
Following the successful completion of the tender offer, LabCorp
expects to merge OCM Acquisition Corp. into Orchid Cellmark,
resulting in any shares not purchased in the tender offer being
converted into the right to receive the same cash price per share
as paid in the tender offer. The tender offer and the merger are
subject to customary closing conditions set forth in the agreement
and plan of merger, including the acquisition by OCM Acquisition
Corp. of a majority of Orchid Cellmark’s fully diluted shares in
the tender offer and the expiration or early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended. The closing of the acquisition is expected
in the second quarter of 2011.
The complete terms and conditions of the tender offer are set
forth in the Offer to Purchase, letter of transmittal and other
related materials filed with the Securities and Exchange Commission
(“SEC”) on April 19, 2011 as exhibits to a tender offer statement
on Schedule TO filed by LabCorp and OCM Acquisition Corp. In
addition, on April 19, 2011, Orchid Cellmark filed a
solicitation/recommendation statement on Schedule 14D-9 with the
SEC related to the tender offer.
Important Additional Information Has Been Filed with the
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 Orchid Cellmark Inc.’s common stock. The tender offer is
being made pursuant to a tender offer statement and related
materials (including the Offer to Purchase and the letter of
transmittal). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH
THE TENDER OFFER STATEMENT AND RELATED MATERIALS (INCLUDING THE
OFFER TO PURCHASE AND LETTER OF TRANSMITTAL) AND THE
SOLICITATION/RECOMMENDATION STATEMENT 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 Cellmark stockholders. The
solicitation/recommendation statement on Schedule 14D-9 has been
filed by Orchid Cellmark Inc. with the SEC and mailed to Orchid
Cellmark 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 shareholders 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 Cellmark 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 Cellmark 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 Cellmark’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 Cellmark’s
Annual Report on Form 10-K for the year ended December 31, 2010 and
subsequent SEC filings.
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