Settlement of Certain Legal Proceedings Announced
BURLINGTON, N.C. & SOUTH SAN FRANCISCO, Calif.--(BUSINESS WIRE)--Jul. 28, 2009--
Laboratory Corporation of America® Holdings (NYSE: LH) and
Monogram Biosciences, Inc. (NASDAQ: MGRM) today announced that LabCorp
is extending until 12:00 midnight, New York City time, at the end of the
day on Monday, August 3, 2009 LabCorp’s previously announced cash tender
offer for all outstanding shares of the common stock of Monogram
Biosciences, Inc. The offer was extended to allow for the public
disclosure of amendments to LabCorp’s offer to purchase and Schedule TO
and Monogram’s solicitation/recommendation statement on Schedule 14D-9
to reflect the settlement of certain legal proceedings.
LabCorp and Monogram announced that LabCorp and Monogram have agreed in
principle with the shareholder plaintiffs to settle purported class
action lawsuits filed in the Court of Chancery of the State of Delaware
and in the Superior Court of the State of California, San Mateo County
relating to the pending tender offer and subsequent merger. Under the
terms of the proposed settlements, the claims of the named plaintiffs
and the proposed class of public shareholders relating to the tender
offer and the related agreement and plan of merger entered into by
LabCorp and Monogram on June 22, 2009 and the transactions contemplated
thereby will be dismissed. Finalization of the proposed settlements
remains subject to several conditions, including court approval and
completion of the tender offer and the other transactions contemplated
by the agreement and plan of merger in accordance with its terms. In
connection with the proposed settlements, Monogram has agreed to provide
additional disclosures in Monogram’s solicitation/recommendation
statement on Schedule 14D-9. The settlements will not affect the price
of $4.55 per share paid in the offer or the consideration to be paid in
the subsequent proposed merger.
As announced previously, on July 1, 2009, LabCorp, through its wholly
owned subsidiary Mastiff Acquisition Corp., commenced a tender offer for
all outstanding shares of Monogram at a price of $4.55 per share net to
the seller in cash without interest and subject to applicable
withholding taxes. The tender offer was previously set to expire at
12:00 midnight, New York City time, at the end of the day on Wednesday,
July 29, 2009, and will now expire at 12:00 midnight, New York City
time, at the end of the day on Monday, August 3, 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
originally filed with the Securities and Exchange Commission on July 1,
2009 as exhibits to a tender offer statement, as amended, by LabCorp and
Mastiff Acquisition Corp. Consummation of the tender offer remains
subject to customary closing conditions, including satisfaction of the
minimum tender condition under the agreement and plan of merger.
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.
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.
About Monogram Biosciences, Inc.
Monogram Biosciences, Inc. (NASDAQ: MGRM) is advancing individualized
medicine by discovering, developing and marketing innovative products to
guide and improve treatment of serious infectious diseases and cancer.
Monogram Biosciences, Inc.’s products are designed to help doctors
optimize treatment regimens for their patients that lead to better
outcomes and reduced costs. Monogram Biosciences, Inc.’s technology is
also being used by numerous biopharmaceutical companies to develop new
and improved anti-viral therapeutics and vaccines as well as targeted
cancer therapeutics. More information about Monogram Biosciences, Inc.
and its technology can be found on its web site at www.monogrambio.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 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;
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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Source: Laboratory Corporation of America Holdings
Laboratory Corporation of America® Holdings
Investor/Media
Relations:
Bill Bonello, 336-436-7732
www.labcorp.com
or
Monogram
Biosciences, Inc.
Investor Relations:
Alfred G. Merriweather,
650-624-4576
[email protected]
or
Media
Relations:
Feinstein Kean Healthcare
Jeremiah
Hall, 415-677-2700
[email protected]
www.monogrambio.com
