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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