Acquisition Price of $4.55 per Share in All Cash Transaction
BURLINGTON, N.C., SOUTH SAN FRANCISCO, Calif.--(BUSINESS WIRE)--Jun. 23, 2009--
Laboratory Corporation of America® Holdings (LabCorp®)
(NYSE: LH) and Monogram Biosciences, Inc. (NASDAQ: MGRM) today announced
that they have entered into a definitive agreement and plan of merger
under which LabCorp will acquire all of the outstanding shares of
Monogram in a cash tender offer for $4.55 per share for an implied total
equity value of approximately $106.7 million, or a total enterprise
value of approximately $155 million at March 31, 2009, including net
indebtedness.
“The transaction announced today is a significant step in the execution
of LabCorp’s strategy of leadership in personalized medicine,” said
David P. King, Chairman and Chief Executive Officer of LabCorp.
“Monogram Biosciences, Inc. has an excellent clinical reputation, a
market leading infectious disease test, a market leading companion
diagnostic, an exciting technology platform for oncology and offers
LabCorp a substantial growth opportunity. By utilizing LabCorp’s
national infrastructure to build on Monogram’s already strong sales, we
will advance our leadership in infectious disease and cancer testing,
companion diagnostics and personalized medicine. We look forward to
providing improved offerings to both our and Monogram’s current
customers.”
Monogram Biosciences, Inc. is a leading provider of companion
diagnostics - molecular diagnostic products that help guide and target
appropriate treatments. Monogram’s proprietary, clinically validated
Trofile® assay identifies patients who are eligible for the CCR5 class
of HIV drugs and is the widely adopted companion diagnostic for the HIV
drug Selzentry®. Monogram’s PhenoSense® and PhenoSense GT ® HIV tests
measure individual patient viral drug resistance, thereby enabling
physicians to design optimal, individualized treatment plans for each
patient. PhenoSense® and PhenoSense GT® are among the most widely used
HIV resistance tests in the market today. Monogram’s HIV tests are used
routinely by physicians for managing patient therapy and are an integral
component of anti-HIV drug development and clinical evaluations for the
pharmaceutical industry.
Monogram’s proprietary VeraTag™ technology has been used to develop a
sensitive means to assess HER-2 status in tissue samples and has
significant potential as a tool to help guide therapy decisions in
breast cancer patients. Based on the VeraTag platform, Monogram has
multiple tests in development for measuring a variety of protein markers
that may have clinical utility to help guide treatment decisions across
a broad range of cancer drugs. The potential oncology pipeline
associated with this technology is a natural extension of LabCorp’s
existing oncology offerings for both clinical trials and commercial
clients.
“The transaction underscores the fundamental value of the Monogram
business, the talent and expertise of our global team and the quality of
our offerings,” said William D. Young, Chief Executive Officer and
Chairman of Monogram Biosciences, Inc. “LabCorp has an exciting vision
of the role of molecular diagnostics in personalized medicine, and we
are excited to see Monogram’s technology and employees become a part of
that vision. We expect the transaction will significantly accelerate the
development of products that will improve treatment outcomes for
patients with infectious diseases and cancer.”
The acquisition is expected to be approximately $0.12 dilutive to
LabCorp’s 2009 earnings per share (EPS), including approximately $0.04
of transaction related costs, and slightly accretive to 2010 EPS.
Under the terms of the agreement and plan of merger, LabCorp’s
acquisition subsidiary, Mastiff Acquisition Corp., will commence a
tender offer to purchase all 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
agreement and plan of merger, 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 Board of Directors of Monogram Biosciences, Inc. has unanimously
determined that the offer and the merger are advisable, fair to, and in
the best interests of Monogram and its stockholders, approved 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 and tender their shares in the offer when
it is made.
The total $155 million estimated enterprise value of the transaction is
based on Monogram's approximately 23.5 million fully diluted shares
outstanding less net cash and cash equivalents on hand as of March 31,
2009, plus outstanding indebtedness as of that date.
Additional Information
The tender offer described in this release has not yet commenced, and
this release is neither an offer to purchase nor a solicitation of an
offer to sell shares of Monogram Biosciences, Inc. common stock. At the
time the tender offer is commenced, LabCorp and Mastiff Acquisition
Corp. will file a tender offer statement on Schedule TO and related
materials with the U.S. Securities and Exchange Commission (SEC) and
Monogram Biosciences, Inc. will file with the SEC a tender offer
solicitation/recommendation statement on Schedule 14D-9 with respect to
the tender offer. INVESTORS AND MONOGRAM BIOSCIENCES, INC. STOCKHOLDERS
ARE URGED TO READ THE TENDER OFFER STATEMENT AND RELATED MATERIALS
(INCLUDING THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL) AND THE
RELATED SOLICITATION/RECOMMENDATION STATEMENT, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READ PRIOR TO MAKING A DECISION TO
TENDER SHARES. These documents (once they become available) will be
available at no charge on the SEC’s website at www.sec.gov.
The tender offer statement and related materials, tender offer
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.
Investors are cautioned that statements in this press release that are
not strictly historical statements, including, without limitation,
statements relating to the expected benefits of the transaction, the
expected timing and closing of the transaction, Monogram Biosciences,
Inc.’s estimated cash, cash equivalents and outstanding indebtedness,
LabCorp’s future financial condition, operating results and economic
performance, and LabCorp’s and Monogram Biosciences, Inc.’s expectations
regarding market position, 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; 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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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
