Laboratory Corporation of America® Holdings (LabCorp®)
(NYSE: LH) and Covance Inc. (Covance) (NYSE: CVD) jointly announced
today the expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, or HSR Act, in connection with the
previously announced merger agreement under which LabCorp will acquire
all of the outstanding common stock of Covance. The waiting period
expired on Monday, December 15.
Expiration of the waiting period under the HSR Act satisfies one of the
conditions necessary for the consummation of the merger. The proposed
merger remains subject to approval by the stockholders of Covance, as
well as other customary closing conditions.
Upon closing of the merger, each holder of Covance common stock will
receive $75.76 in cash and 0.2686 LabCorp shares for each Covance share
they own.
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 $5.8 billion in 2013, over 34,000 employees worldwide, and
more than 220,000 clients, LabCorp offers more than 4,000 tests ranging
from routine blood analyses to reproductive genetics to companion
diagnostics. LabCorp furthers its scientific expertise and innovative
clinical testing technology through its LabCorp Specialty Testing Group:
The Center for Molecular Biology and Pathology, National Genetics
Institute, ViroMed Laboratories, Inc, The Center for Esoteric Testing,
Litholink Corporation, Integrated Genetics, Integrated Oncology, Dianon
Pathology, Monogram Biosciences, Inc, Colorado Coagulation, Cellmark
Forensics, MedTox, and Endocrine Sciences. LabCorp conducts clinical
trials testing through its LabCorp Clinical Trials division. LabCorp
clients include physicians, government agencies, managed care
organizations, hospitals, clinical labs, and pharmaceutical companies.
To learn more about our organization, visit our website at: www.labcorp.com.
About Covance
Covance, the world's most comprehensive drug development company and a
leader in nutritional analysis, is dedicated to advancing healthcare and
delivering Solutions Made Real™. The company, headquartered in
Princeton, New Jersey, has annual revenues greater than $2.5 billion and
more than 12,500 employees located in over 60 countries. Information on
Covance's solutions, recent press releases, and SEC filings can be
obtained through its website at www.covance.com.
Cautionary Statement Regarding Forward Looking Statements
This press release contains “forward-looking” statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995, known
as the PSLRA. These statements, as they relate to Laboratory Corporation
of America Holdings (“LabCorp”) or Covance Inc. (“Covance”), the
management of either such company or the proposed transaction between
LabCorp and Covance, involve risks and uncertainties that may cause
results to differ materially from those set forth in the statements.
These statements are based on current plans, estimates and projections,
and therefore, you are cautioned not to place undue reliance on them. No
forward-looking statement can be guaranteed, and actual results may
differ materially from those projected. LabCorp and Covance undertake no
obligation to publicly update any forward-looking statement, whether as
a result of new information, future events or otherwise, except to the
extent required by law. Forward-looking statements are not historical
facts, but rather are based on current expectations, estimates,
assumptions and projections about the business and future financial
results of the pharmaceutical industry, and other legal, regulatory and
economic developments. We use words such as “anticipates,” “believes,”
“plans,” “expects,” “projects,” “future,” “intends,” “may,” “will,”
“should,” “could,” “estimates,” “predicts,” “potential,” “continue,”
“guidance,” and similar expressions to identify these forward-looking
statements that are intended to be covered by the safe harbor provisions
of the PSLRA. Actual results could differ materially from the results
contemplated by these forward-looking statements due to a number of
factors, including, but not limited to, those described in the documents
LabCorp and Covance have filed with the U.S. Securities and Exchange
Commission (the “SEC”) as well as the possibility that (1) LabCorp and
Covance may be unable to obtain stockholder or regulatory approvals
required for the proposed transaction or may be required to accept
conditions that could reduce the anticipated benefits of the merger as a
condition to obtaining regulatory approvals; (2) the length of time
necessary to consummate the proposed transaction may be longer than
anticipated; (3) problems may arise in successfully integrating the
businesses of LabCorp and Covance or such integration may be more
difficult, time-consuming or costly than expected; (4) the proposed
transaction may involve unexpected costs; (5) the businesses may suffer
as a result of uncertainty surrounding the proposed transaction,
including difficulties in maintaining relationships with customers or
retaining key employees; (6) the parties may be unable to meet
expectations regarding the timing, completion and accounting and tax
treatments of the transaction; or (7) the industry may be subject to
future risks that are described in the “Risk Factors” section of the
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other
documents filed from time to time with the SEC by LabCorp and Covance.
Neither LabCorp nor Covance gives any assurance that either LabCorp or
Covance will achieve its expectations.
The foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties
that affect the businesses of LabCorp and Covance described in the “Risk
Factors” section of their respective Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and other documents filed by either of
them from time to time with the SEC. All forward-looking statements
included in this document are based upon information available to
LabCorp and Covance on the date hereof, and neither LabCorp nor Covance
assumes any obligation to update or revise any such forward-looking
statements.
Additional Information and Where to Find It
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval in any jurisdiction, nor shall there be any sale,
issuance, exchange or transfer of the securities referred to in this
press release in any jurisdiction in contravention of applicable law.
This press release relates to a proposed transaction between Covance and
LabCorp, and may be deemed to be solicitation material in respect of the
proposed transaction. In connection with the proposed transaction,
LabCorp has filed a registration statement on Form S-4 with the SEC,
which includes a preliminary proxy statement/prospectus. Covance will
deliver a definitive proxy statement/prospectus to Covance stockholders.
This press release is not a substitute for the registration statement,
proxy statement/prospectus or any other documents that Covance or
LabCorp may file with the SEC or send to stockholders in connection with
the proposed transaction. Before making any voting decision, investors
and security holders of Covance are urged to read carefully and in their
entirety the registration statement, proxy statement/prospectus and all
other relevant documents filed or that will be filed by LabCorp or
Covance with the SEC in connection with the proposed transaction as they
become available because they will contain important information about
the proposed transaction and related matters.
Investors and security holders may obtain free copies of the
registration statement, proxy statement/prospectus and all other
relevant documents filed or that will be filed by Covance or LabCorp
with the SEC through the website maintained by the SEC at www.sec.gov.
In addition, investors and security holders may obtain free copies of
the proxy statement/prospectus and other relevant documents filed by
Covance with the SEC by accessing Covance’s website at www.covance.com
or upon written request to Covance Inc., Office of the Secretary, 210
Carnegie Center, Princeton, New Jersey 08540. Free copies of the
registration statement, proxy statement/prospectus and other relevant
documents filed by LabCorp with the SEC are available on LabCorp’s
website at www.labcorp.com
or upon written request to Laboratory Corporation of America Holdings,
Office of the Secretary, 358 South Main Street, Burlington, North
Carolina 27215.
Participants in Solicitation
LabCorp, Covance and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from
Covance’s stockholders in connection with the proposed transaction.
Information regarding Covance’s directors and executive officers is
contained in the proxy statement for Covance’s 2014 Annual Meeting of
Shareholders, which was filed with the SEC on March 24, 2014. You can
obtain a free copy of this document at the SEC’s website at www.sec.gov
or by accessing Covance’s website at www.covance.com.
Information regarding LabCorp’s executive officers and directors is
contained in the proxy statement for LabCorp’s 2014 Annual Meeting of
Shareholders filed with the SEC on April 4, 2014. You can obtain a free
copy of this document at the SEC’s website at www.sec.gov
or by accessing LabCorp’s website at www.labcorp.com.
Additional information regarding those persons and other persons who may
be deemed participants in the proxy solicitation, including their
respective direct and indirect interests in the proposed transaction, by
security holdings or otherwise, is contained in the proxy
statement/prospectus and other relevant materials to be filed with the
SEC. You may obtain free copies of these documents as described in the
preceding paragraph.
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