BURLINGTON, N.C.--(BUSINESS WIRE)--Nov. 15, 2011--
Laboratory Corporation of America® Holdings (NYSE: LH) today announced
that LabCorp is extending until 5:00 p.m., New York City time, on
November 30, 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 November 14, 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. To
allow more time to consummate the transactions contemplated by the Offer
to Purchase, LabCorp, OCM Acquisition Corp. and Orchid have amended
their previously announced Agreement and Plan of Merger dated April 5,
2011, as amended (the “Merger Agreement”), to extend the Extended
Outside Date (as defined in the Merger Agreement) of the Offer by an
additional 30 calendar days, or until December 14, 2011.
The depositary for the tender offer has advised LabCorp that as of 5:00
p.m., New York City time on November 14, 2011, stockholders of Orchid
had validly tendered, and not withdrawn, 26,064,267 shares of Orchid
common stock, representing approximately 86.8% of the outstanding shares
of Orchid or approximately 79.7% calculated on a fully diluted basis.
There were no shares tendered through uncovered notices of guaranteed
delivery.
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. The tender offer will now expire at 5:00 p.m., New
York City time, on November 30, 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 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 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.
Source: Laboratory Corporation of America® Holdings
Laboratory Corporation of America® Holdings
Stephen
Anderson, 336-436-5274
www.labcorp.com
