LabCorp Commences Cash Tender Offer for All Outstanding Shares of Monogram Biosciences, Inc.
01 Julho 2009 - 9:26AM
Business Wire
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 Monogram Biosciences,
Inc. (NASDAQ: MGRM) for $4.55 per share. The tender offer is being
made by Mastiff Acquisition Corp., a wholly owned subsidiary of
LabCorp, pursuant to an Offer to Purchase, dated July�1, 2009.
LabCorp and Monogram previously announced that they entered into an
Agreement and Plan of Merger, dated as of June 22, 2009, for
LabCorp to acquire Monogram.
The Board of Directors of Monogram Biosciences, Inc. has
unanimously determined that the offer and the merger are fair to
and in the best interests of Monogram and its stockholders,
approved and declared as advisable the agreement and plan of merger
and the other transactions contemplated thereby, including the
tender offer, and recommended that the Monogram stockholders accept
the offer, tender their shares in the offer and, if required by
applicable law, adopt the agreement and plan of merger.
The tender offer and any withdrawal rights are scheduled to
expire at 12:00 midnight, New York City Time, at the end of the day
on Wednesday, July 29, 2009, unless the tender offer is
extended.
Under the terms of the agreement and plan of merger, LabCorp's
acquisition subsidiary, Mastiff Acquisition Corp., has commenced a
tender offer to purchase all the outstanding shares of Monogram
Biosciences, Inc. for $4.55 per share in cash, without interest.
Following the completion of the tender offer, LabCorp expects to
merge Mastiff Acquisition Corp. and Monogram, 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 merger agreement,
including the acquisition in the tender offer of a majority of
Monogram's outstanding shares on a fully diluted basis (excluding
out of the money options) 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 third quarter of 2009.
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
on July 1, 2009 as exhibits to a tender offer statement by LabCorp
and Mastiff Acquisition Corp. In addition, on July 1, 2009,
Monogram filed a solicitation/recommendation statement on Schedule
14D-9 with the Securities and Exchange Commission relating to the
tender offer.
Important Additional Information Has Been Filed with the
Securities and Exchange Commission (�SEC�)
The tender offer described in this news release has commenced,
but this news release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares of Monogram Biosciences, Inc.�s common stock. The tender
offer is being made pursuant to a tender offer statement and
related materials. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
BOTH THE TENDER OFFER STATEMENT AND RELATED MATERIALS AND THE
SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE TENDER OFFER
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The tender offer
statement and related materials, including an offer to purchase and
letter of transmittal, have been filed by Laboratory Corporation of
America Holdings and Mastiff Acquisition Corp. with the SEC, and
the solicitation/recommendation statement has been filed by
Monogram Biosciences, Inc. with the SEC. Investors and security
holders may obtain a free copy of these statements and other
documents filed by Laboratory Corporation of America Holdings and
Mastiff Acquisition Corp. or Monogram Biosciences, 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 for free by
directing such requests to D.F. King & Co., Inc., the
information agent for the tender offer, at 1-212-269-5550 for banks
and brokers or 1-800-549-6746 for shareholders and all others.
Greenhill & Co., LLC is acting as Dealer Manager for the tender
offer and can be reached at 1-888-504-7336.
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.
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 tender offer or 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 tender offer and merger,
uncertainties as to how many Monogram Biosciences, Inc.
stockholders will tender their stock in the offer, changes in
Monogram Biosciences, Inc.'s business during the period between now
and the closing that could cause a condition to closing not to be
satisfied; the successful integration of Monogram Biosciences, Inc.
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 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.
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