BURLINGTON, N.C.--(BUSINESS WIRE)--Aug. 4, 2009--
Laboratory Corporation of America® Holdings (NYSE: LH) today announced
the successful completion of the cash tender offer by its wholly owned
subsidiary, Mastiff Acquisition Corp., for the outstanding shares of
common stock of Monogram Biosciences, Inc. (NASDAQ: MGRM). The tender
offer expired at 12:00 midnight, New York City time, at the end of the
day on Monday, August 3, 2009.
The depositary for the tender offer has advised LabCorp that as of the
expiration of the tender offer, stockholders of Monogram validly
tendered 21,481,203 shares of Monogram common stock, including 1,761,597
shares of Monogram common stock tendered through notices of guaranteed
delivery. The shares tendered represent approximately 93% of the
outstanding shares of Monogram. All Monogram shares validly tendered in
the offer (other than shares tendered through notices of guaranteed
delivery) have been accepted for payment, and LabCorp expects to pay
promptly for all such shares. Shares validly tendered in satisfaction of
notices of guaranteed delivery will also be accepted for payment and
LabCorp expects to pay promptly for all such shares.
LabCorp also announced that Mastiff exercised its top-up option pursuant
to the terms of the previously announced agreement and plan of merger
entered into with Monogram and, as a result, Mastiff intends to effect a
short-form merger as permitted by the Delaware General Corporation law
by the close of business on August 4, 2009, without the need for a
meeting of Monogram’s stockholders. In the merger, each share not
tendered and accepted for payment in the offer, other than those shares
with respect to which the holders properly exercise appraisal rights and
shares held by LabCorp or Mastiff, will be converted into the right to
receive $4.55 in cash, without interest thereon and subject to
applicable withholding taxes. As a result of the merger, Monogram will
become a wholly-owned subsidiary of LabCorp, and Monogram shares will
cease to be traded on the NASDAQ Global Market.
About LabCorp®
Laboratory Corporation of America® Holdings, a 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 $4.5 billion in 2008, over 28,000 employees worldwide, and
more than 220,000 clients, LabCorp offers clinical assays ranging from
routine blood analyses to HIV and genomic testing. LabCorp combines its
expertise in 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, DIANON Systems, Inc., US LABS,
and Esoterix and its Colorado Coagulation, Endocrine Sciences, and
Cytometry Associates laboratories. LabCorp conducts clinical trial
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.
Caution Concerning Forward-Looking Statements
Investors are cautioned that statements in this press release that are
not strictly historical statements, including, without limitation,
statements relating to the expected timing of the transaction,
constitute forward-looking statements. These statements are based on
current expectations, forecasts and assumptions of LabCorp and Monogram
Biosciences, Inc. 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 merger set forth in the agreement and plan of
merger will not be satisfied and the transactions will not be
consummated, uncertainties as to the timing of the merger; as well as
other factors detailed in LabCorp’s and Monogram Biosciences, Inc.’s
filings with the Securities and Exchange Commission, including LabCorp’s
Annual Report on Form 10-K for the year ended December 31, 2008 and
subsequent SEC filings, and Monogram Biosciences, Inc.’s Annual Report
on Form 10-K for the year ended December 31, 2008 and subsequent SEC
filings.
Source: Laboratory Corporation of America® Holdings
Laboratory Corporation of America® Holdings
Bill Bonello,
336-436-7732
www.labcorp.com
