Acquisition Creates Market Leader in NIPT,
Women’s Health and Reproductive Genetics
LabCorp CEO: ‘This is exactly the kind of
strategic acquisition that LabCorp seeks’
Laboratory Corporation of America® Holdings (LabCorp®)
(NYSE:LH), the world’s leading healthcare diagnostics company, and
Sequenom, Inc. (NASDAQ:SQNM), a pioneer in non-invasive prenatal
testing (NIPT) for reproductive health, today announced that they
have entered into a definitive agreement and plan of merger under
which LabCorp would acquire all of the outstanding shares of
Sequenom in a cash tender offer for $2.40 per share, or
an equity value of $302 million, which represents a total
enterprise value of approximately $371 million, including net
indebtedness.
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“Sequenom’s market-leading NIPT and genetic testing capabilities
will advance LabCorp’s strategy to deliver world-class diagnostic
solutions,” said David P. King, chairman and chief executive
officer of LabCorp. “This is exactly the kind of strategic
acquisition that LabCorp seeks: Sequenom was the first laboratory
to offer a clinically validated NIPT test (MaterniT®21) and has
performed more than 500,000 tests to date. Sequenom’s proven
best-in-class technology and strong research complement LabCorp’s
extensive women’s health offering, providing patients and
physicians with one source for the most complete range of testing
options in women’s health, including NIPT and reproductive
genetics.”
King added, “Sequenom expands LabCorp’s geographic reach both
domestically and internationally, offering services through
licensing and commercial partnerships with an emphasis on the
European Union and Asia Pacific. The addition of Sequenom to the
LabCorp family meets our stated financial criteria, and creates a
market leader in NIPT, women’s health and reproductive genetics,
furthering our mission to improve health and improve lives around
the globe.”
“We are extremely excited to join LabCorp in its mission to
deliver world-class diagnostic solutions,” said Dirk van den
Boom, Ph.D., president and CEO, Sequenom. “Strategically, this
transaction makes sense. LabCorp is the world’s leading healthcare
diagnostics company, providing comprehensive clinical laboratory
and end-to-end drug development services. Sequenom is a pioneer in
noninvasive prenatal testing for reproductive health. Over the last
nine months, Sequenom has vastly enhanced its technology,
operations, and business prospects. The opportunities this
transaction presents are significant and important both for our
reproductive health business as well as our liquid biopsy strategy.
Becoming part of LabCorp helps Sequenom reach a much broader market
for our innovative testing.”
Under the terms of the agreement and plan of merger, LabCorp has
formed an acquisition subsidiary, Savoy Acquisition Corp., that
will commence a tender offer to purchase all outstanding shares of
Sequenom for $2.40 per share. Following the completion of the
tender offer, LabCorp expects to consummate a merger of Savoy
Acquisition Corp. and Sequenom in which shares of Sequenom that
have not been purchased in the tender offer will be 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 tender 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 board of directors of Sequenom, having determined that the
offer and the merger are advisable, fair to, and in the best
interests of Sequenom and its stockholders, approved the agreement
and plan of merger and the other transactions contemplated thereby,
including the tender offer, and recommended that Sequenom’s
stockholders accept the offer and tender their shares in the offer
when it is made.
JP Morgan is acting as financial advisor to Sequenom in
connection with the transaction, and Cooley LLP is providing legal
advice. Barclays is acting as financial advisor to LabCorp, and
Hogan Lovells is providing legal advice.
About Sequenom
Sequenom, Inc. (NASDAQ:SQNM) is committed to enabling healthier
lives through the development of innovative products and services.
The Company serves patients and physicians by providing early
patient management information. To learn how Sequenom is
interpreting the genome to improve your life, visit
www.sequenom.com.
About Sequenom
Laboratories
Sequenom Laboratories, a CAP-accredited and CLIA-certified
molecular diagnostics laboratory, has developed a broad range of
laboratory tests, with a focus principally on prenatal care.
Branded under the names HerediT®, HerediT® UNIVERSAL,
MaterniT® GENOME, MaterniT® 21 PLUS, NextView®,
SensiGene® and VisibiliT™, these molecular genetic
laboratory-developed tests provide early patient management
information for obstetricians, geneticists, and maternal fetal
medicine specialists. Sequenom Laboratories is changing the
landscape in genetic diagnostics using proprietary cutting edge
technologies. Visit www.laboratories.sequenom.com and follow
@SequenomLabs.
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.
Additional Information
The tender offer for Sequenom’s outstanding common stock
described in this release has not commenced, and this release is
neither an offer to purchase nor a solicitation of an offer to sell
shares of Sequenom common stock. At the time the tender offer is
commenced, LabCorp and Savoy Acquisition Corp. will file a tender
offer statement on Schedule TO and related materials, including an
offer to purchase, a letter of transmittal and other offer
documents, with the U.S. Securities and Exchange Commission (SEC),
and Sequenom will file with the SEC a tender offer
solicitation/recommendation statement on Schedule 14D-9 with
respect to the tender offer. INVESTORS AND SEQUENOM STOCKHOLDERS
ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND RELATED
MATERIALS (INCLUDING THE OFFER TO PURCHASE AND THE LETTER OF
TRANSMITTAL) AND THE SOLICITATION/RECOMMENDATION STATEMENT
REGARDING THE TENDER OFFER WHEN THEY BECOME AVAILABLE 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 to all stockholders of Sequenom
free of charge on the SEC’s website at http://www.sec.gov. In
addition, these materials will be available at no charge by
directing a request to Morrow Sodali, the information agent for the
tender offer, at 1-203-658-9400 for banks and brokers, or
1-800-662-5200 for all others, or by email at
tenderinfo@morrowco.com.
Forward-Looking
Statements
This press release contains forward-looking statements,
including without limitation statements relating to the expected
benefits of the transaction and the timing of the closing of the
transaction. These statements are based on current expectations,
forecasts and assumptions of LabCorp and Sequenom 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 agreement and plan of
merger will not be satisfied or waived, uncertainties as to the
timing of the tender offer and 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/20160727005706/en/
Laboratory Corporation of America® HoldingsInvestor
Relations:Paul Surdez, 336-436-5076Vice President, Investor
RelationsInvestor@labcorp.comorMedia Relations:Pattie Kushner,
336-436-8263Vice President, Corporate
CommunicationsMedia@labcorp.comorSequenom, Inc.Investor
Relations:Carolyn Beaver, 858-202-9028Senior Vice President and
Chief Financial Officerinvestorrelations@sequenom.comorMedia
Relations:inVentiv HealthDavid Polk,
310-309-1029david.polk@inventivhealth.com
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