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| LH > SEC Filings for LH > Form 8-K on 23-Jun-2009 | All Recent SEC Filings |
23-Jun-2009
Regulation FD Disclosure
On June 23, 2009, Laboratory Corporation of America® Holdings (LabCorp®) (NYSE:
LH) and Monogram Biosciences, Inc. (NASDAQ: MGRM) 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 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 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.
Exhibits
99.1 Press Release dated June 23, 2009
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