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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LabCorp®Stephen Anderson, 336-436-5076
Labcorp (NYSE:LH)
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