U.S. Federal Trade Commission Approves LabCorp’s Acquisition of Orchid Cellmark
2011年12月9日 - 3:31AM
ビジネスワイヤ(英語)
Laboratory Corporation of America® Holdings (NYSE: LH) today
announced that it has reached an agreement with the U.S. Federal
Trade Commission allowing LabCorp to complete its acquisition of
Orchid Cellmark Inc (NASDAQ: ORCH). Under the terms of the proposed
consent decree that was accepted by the FTC for public comment,
LabCorp is required to divest certain assets of Orchid Cellmark’s
U.S. government paternity business following closing of the
acquisition. LabCorp has reached agreement to sell those assets to
DNA Diagnostics Center (DDC), a privately held provider of DNA
paternity testing.
Acceptance of this proposed consent order completes the review
of the transaction by the FTC and ends the waiting period
applicable to the acquisition under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976. Termination of the waiting period under
the HSR Act satisfies one of the conditions necessary to consummate
the acquisition of Orchid Cellmark. As previously announced,
LabCorp’s cash tender offer for all outstanding shares of common
stock of Orchid Cellmark is scheduled to expire at 5:00 p.m., New
York City time, on Friday, December 9, 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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