BURLINGTON, N.C.--(BUSINESS WIRE)--Dec. 16, 2011--
Laboratory Corporation of America® Holdings (NYSE: LH) today announced
the successful completion of the previously announced subsequent
offering period for the cash tender offer by its wholly owned
subsidiary, OCM Acquisition Corp. (“OCM”), for all outstanding shares of
common stock of Orchid Cellmark Inc. (NASDAQ: ORCH) (“Orchid Cellmark”).
As of 4:00 p.m., New York City time, on December 15, 2011, the
expiration of the subsequent offering period, the depositary for the
tender offer has advised LabCorp that stockholders of Orchid Cellmark
validly tendered an additional 217,184 shares of Orchid Cellmark common
stock during the subsequent offering period. OCM has accepted for
payment all Orchid Cellmark shares validly tendered during the
subsequent offering period, and the consideration for all such shares
either has been paid or will be paid promptly. The shares acquired
during the subsequent offering period in addition to the shares
previously accepted for payment during the initial offering period
represent an aggregate of 87.2 % of Orchid Cellmark’s currently
outstanding shares of common stock.
LabCorp also announced that OCM exercised its top-up option pursuant to
the terms of the previously announced agreement and plan of merger, as
amended, entered into with Orchid Cellmark on April 5, 2011. The
exercise of this top-up option allowed OCM to increase its share
ownership percentage of Orchid Cellmark through the purchase of newly
issued shares of Orchid Cellmark at the offer price. As a result, OCM
acquired at least 90% of the outstanding shares of Orchid Cellmark, and
OCM has effected as of December 15, 2011, a short-form merger with
Orchid Cellmark without the need for a meeting of Orchid Cellmark’s
stockholders, as permitted by the Delaware General Corporation Law. 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 OCM,
has been converted into the right to receive $2.80 in cash, without
interest thereon and subject to applicable withholding taxes. As a
result of the merger, Orchid Cellmark is a wholly owned subsidiary of
LabCorp, and Orchid Cellmark’s shares will cease to be traded on the
NASDAQ Global Market.
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 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 successful integration of Orchid Cellmark into LabCorp’s
business subsequent to the closing of the transaction; adverse reactions
to the 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 Cellmark’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
Cellmark’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
