BURLINGTON, N.C.--(BUSINESS WIRE)--Dec. 12, 2011--
Laboratory Corporation of America® Holdings (NYSE: LH) today announced
the successful completion of the cash tender offer by its wholly owned
subsidiary, OCM Acquisition Corp., for all outstanding shares of common
stock of Orchid Cellmark Inc. (NASDAQ: ORCH). The initial offer period
for the tender offer expired at 5:00 p.m., New York City time, on
December 9, 2011.
The depositary for the tender offer has advised LabCorp that as of the
expiration of the initial offer period of the tender offer, stockholders
of Orchid Cellmark had validly tendered 25,965,712 shares of Orchid
Cellmark common stock, including 67,735 shares of Orchid Cellmark common
stock tendered through notices of guaranteed delivery. The shares
tendered represent approximately 86.5% of Orchid Cellmark’s currently
outstanding shares, and approximately 86.3% excluding the shares
tendered by notices of guaranteed delivery. All Orchid Cellmark shares
validly tendered in the offer have been accepted for payment in
accordance with the terms of the tender offer.
LabCorp further announced that it is commencing a subsequent offering
period which will expire at 4:00 p.m., New York City time, on December
15, 2011, unless further extended. The purpose of this subsequent
offering period is to enable Orchid Cellmark stockholders who have not
previously tendered their shares of common stock during the initial
offer period to do so and promptly receive the same $2.80 per share that
was paid to Orchid Cellmark stockholders who previously tendered their
shares of common stock during the initial offering period. During the
subsequent offering period, tendering stockholders will not have
withdrawal rights.
The subsequent offering period of the tender offer is being made
pursuant to the previously announced merger agreement among LabCorp, OCM
Acquisition Corp. and Orchid Cellmark dated as of April 5, 2011, as
amended.
Following completion of the subsequent offering period, if LabCorp owns
at least 90% of the outstanding shares of Orchid Cellmark common stock,
after LabCorp’s exercise of the top-up option under the terms of the
merger agreement, if necessary, LabCorp intends to complete a short-form
merger in accordance with the merger agreement. In the short-form
merger, OCM Acquisition Corp. will merge with and into Orchid Cellmark
and each share of Orchid Cellmark common stock not tendered in the
tender offer, other than those as to which holders exercise appraisal
rights under Delaware law and those held by LabCorp, OCM Acquisition
Corp. or Orchid Cellmark or their respective subsidiaries, will be
converted in the merger into the right to receive $2.80 per share in
cash, without interest and less any required withholding taxes. This is
the same price per share paid in the tender offer.
Important Additional Information Has Been Filed with the SEC
This press release is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell shares of
Orchid Cellmark Inc.’s common stock. The tender offer is being made
pursuant to a tender offer statement as amended and related materials
(including the Offer to Purchase and the Letter of Transmittal). ORCHID
STOCKHOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT ON
SCHEDULE TO AND RELATED MATERIALS (INCLUDING THE OFFER TO PURCHASE AND
LETTER OF TRANSMITTAL), AS AMENDED, AND THE SOLICITATION/RECOMMENDATION
STATEMENT ON SCHEDULE 14D-9, AS AMENDED, REGARDING THE TENDER OFFER
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The tender offer statement
on Schedule TO and related materials, including the Offer to Purchase
and Letter of Transmittal, have been filed by Laboratory Corporation of
America Holdings and OCM Acquisition Corp. with the SEC and mailed to
Orchid stockholders. The solicitation/recommendation statement on
Schedule 14D-9 has been filed by Orchid Cellmark Inc. with the SEC and
mailed to Orchid stockholders. Investors and security holders may obtain
a copy of these statements at no cost and other documents filed by
Laboratory Corporation of America Holdings and OCM Acquisition Corp. or
Orchid Cellmark 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 at no cost by directing such requests to Morrow & Co. LLC, the
information agent for the tender offer, at 1-203-658-9400 for banks and
brokers or 1-877-827-0538 for shareholders and all others. BofA Merrill
Lynch is acting as Dealer Manager for the tender offer and can be
reached at 1-888-803-9655.
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 proposed transaction by customers, suppliers or strategic
partners; dependence on key personnel and customers; 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(R) Holdings
Laboratory Corporation of America® Holdings
Investor/Media:
Stephen
Anderson, 336-436-5274
Company Information: www.labcorp.com
