LabCorp Commences Cash Tender Offer for All Outstanding Shares of Sequenom, Inc.
09 August 2016 - 10:00PM
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 Sequenom, Inc. (NASDAQ:
SQNM) for $2.40 per share. The tender offer is being made by Savoy
Acquisition Corp., a wholly owned subsidiary of LabCorp, pursuant
to an offer to purchase, dated August 9, 2016. LabCorp and Sequenom
previously announced that they entered into an agreement and plan
of merger, dated as of July 26, 2016, for LabCorp to acquire
Sequenom.
The board of directors of Sequenom, Inc. has determined that the
merger agreement, the offer and the merger are fair and advisable
to, and in the best interests of Sequenom and its stockholders. The
Sequenom board also agreed that the merger agreement shall be
effected under Section 251(h) of the Delaware General Corporation
Law, approved the merger agreement, the offer, the merger and the
other transactions contemplated thereby, and recommended that
Sequenom stockholders accept the offer and tender their shares in
the offer.
The tender offer and any withdrawal rights are scheduled to
expire at 12:01 a.m., New York City Time, on Wednesday, September
7, 2016, unless the tender offer is extended.
Following the successful completion of the tender offer, LabCorp
expects to merge Savoy Acquisition Corp. into Sequenom without a
vote of the stockholders of Sequenom, 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 by Savoy Acquisition Corp. of a majority of Sequenom’s
outstanding shares at the time of the consummation of the offer 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 by year end.
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
(SEC) on August 9, 2016 as exhibits to a tender offer statement on
Schedule TO filed by LabCorp and Savoy Acquisition Corp. In
addition, on August 9, 2016, Sequenom filed a
solicitation/recommendation statement on Schedule 14D-9 with the
SEC related to the tender offer.
Important Additional Information Has Been Filed with the
SEC
The tender offer described in this press release has commenced,
but 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 Sequenom, Inc.’s common stock. The tender offer is being
made pursuant to a tender offer statement and related materials
(including the Offer to Purchase and the letter of transmittal).
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER
OFFER STATEMENT AND RELATED MATERIALS (INCLUDING THE OFFER TO
PURCHASE AND LETTER OF TRANSMITTAL) AND THE
SOLICITATION/RECOMMENDATION STATEMENT 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 Savoy Acquisition
Corp. with the SEC and mailed to Sequenom stockholders. The
solicitation/recommendation statement on Schedule 14D-9 has been
filed by Sequenom, Inc. with the SEC and mailed to Sequenom
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 Savoy Acquisition Corp. or
Sequenom, 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 Sodali Global, LLC, the
information agent for the tender offer, at 1-203-658-9400 for banks
and brokers or 1-800-662-5200 for shareholders and all others.
About LabCorp®
Laboratory Corporation of America® Holdings (NYSE: LH), an
S&P 500 company, is the world’s leading healthcare diagnostics
company, providing comprehensive clinical laboratory and end-to-end
drug development services. With a mission to improve health and
improve lives, LabCorp delivers world-class diagnostic solutions,
brings innovative medicines to patients faster and develops
technology-enabled solutions to change the way care is provided.
With net revenue in excess of $8.5 billion in 2015, LabCorp’s
50,000 employees serve clients in 60 countries. To learn more about
LabCorp, visit www.labcorp.com, and to learn more about Covance
Drug Development, visit www.covance.com.
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 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 offer or the merger set
forth in the merger agreement will not be satisfied or waived,
uncertainties as to the timing of the merger, uncertainties as to
how many Sequenom stockholders will tender their stock in the
offer; the risk that competing offers will be made; changes in
either companies’ businesses during the period between now and the
closing; the successful integration of Sequenom 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 Sequenom’s filings with the SEC,
including LabCorp’s Annual Report on Form 10-K for the year ended
December 31, 2015 and subsequent SEC filings, and Sequenom’s Annual
Report on Form 10-K for the year ended December 31, 2015 and
subsequent SEC filings.
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version on businesswire.com: http://www.businesswire.com/news/home/20160809005550/en/
LabCorp®Investors:Paul Surdez, 336-436-5076Vice President,
Investor RelationsInvestor@labcorp.comorMedia:Pattie Kushner,
336-436-8263Vice President, Corporate
CommunicationsMedia@labcorp.com
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