Sequenom, Inc., a wholly-owned subsidiary of Laboratory
Corporation of America® Holdings (LabCorp®) (NYSE: LH), announced
the commencement of cash tender offers (the “Tender Offers”) for
any and all of the outstanding 5% Convertible Senior Notes Due 2017
(CUSIP No. 817337 AB4, the “2017 Notes”) and 5% Convertible Senior
Exchange Notes Due 2018 (CUSIP No. 817337 AC2, the “2018 Notes”
and, together with the 2017 Notes, the “Notes”) issued by Sequenom.
There are currently outstanding $45 million in aggregate principal
amount of the 2017 Notes and $85 million in aggregate principal
amount of the 2018 Notes. The tender offers will expire at 5:00
p.m., Eastern Time, on Monday, October 17, 2016, unless extended or
terminated (the “Expiration Date”).
On September 7, 2016, Sequenom was acquired by LabCorp. The
acquisition constituted a “Fundamental Change” under the Indentures
for the 2017 Notes and the 2018 Notes with an effective date of
September 7, 2016. Pursuant to each of the Indentures, Sequenom is
required to offer to repurchase the Notes at a “Fundamental Change
Repurchase Price” that is equal to 100% of the principal amount of
the Notes, plus accrued interest to but excluding the Fundamental
Change Repurchase Date (the “Purchase Price”). The Tender Offers
being commenced today are the offers to repurchase required by the
Indentures, and the Expiration Date of the Tender Offers is the
last date on which a Note holder (a “Holder”) may exercise its
right to require Sequenom to repurchase its Notes at the Purchase
Price as a result of the Fundamental Change on the Fundamental
Change Repurchase Date of October 20, 2016 (the “Settlement
Date”).
In conjunction with the Tender Offers, Sequenom is also
soliciting consents of the Holders (“Consents”) to enact certain
proposed amendments (the “Proposed Amendments”) to the Indentures
to eliminate various reporting obligations and restrictive
provisions related to the incurrence of indebtedness, as well as
make certain other changes in the Indentures (the “Consent
Solicitations”).
The Tender Offers and Consent Solicitations are being made
pursuant to an Offer to Purchase and Consent Solicitation
Statement, dated September 16, 2016 (the “Offer to Purchase”) and
related Consents and Letters of Transmittal. In connection with the
Consent Solicitations, Sequenom will, subject to the Consent
Condition (defined below) being met, pay additional consideration
to Holders who tender their Notes and provide a Consent on or
before 5:00 p.m. Eastern Time on September 29, 2016 (the “Early
Tender Date”). As is described in more detail in the Offer to
Purchase, the total consideration to be paid by Sequenom for each
$1,000 principal amount of 2017 Notes validly tendered and
accompanied by a Consent on or before the Early Tender Date, and
not withdrawn, is $1,037.50 plus Accrued Interest (such price being
rounded to the nearest $0.01 per $1,000 principal outstanding
amount of Notes) (the “2017 Total Consideration”). The total
consideration to be paid by Sequenom for each $1,000 principal
amount of 2018 Notes validly tendered, and accompanied by a Consent
on or before the Early Tender Date, and not withdrawn is $1,046.25
plus Accrued Interest (such price being rounded to the nearest
$0.01 per $1,000 principal outstanding amount of Notes) (the “2018
Total Consideration” and, together with the 2017 Total
Consideration, the “Total Consideration”). The Total Consideration
includes an early tender premium (the “Early Tender Premium”) of
$37.50 per $1,000 principal outstanding amount of 2017 Notes and
$46.25 per $1,000 principal outstanding amount of 2018 Notes.
Payment of the Total Consideration for each series of Notes is also
conditioned upon Sequenom receiving Consents on or before the Early
Tender Date representing at least a majority in aggregate principal
amount then outstanding of both series of Notes (the “Consent
Condition”). Sequenom reserves the right to waive or modify the
Consent Conditions, and will notify Holders by 9 a.m., Eastern
Time, on the first Business Day following the Early Tender Date,
whether or not the Consent Condition has been met or waived.
Holders who validly tender their Notes after the Early Tender Date
but on or prior to the Expiration Date and do not withdraw their
tender, Holders who validly tender their Notes on or prior to the
Early Tender Date but do not deliver a valid Consent or revoke
their Consent prior to the Early Tender Date, and Holders who
validly tender their Notes at any time on or prior to the
Expiration Date and do not withdraw their tender after a notice is
given that the Consent Condition has not been met or waived, will
not receive the respective Total Consideration but will be eligible
to receive the Purchase Price. No tenders of Notes will be valid if
submitted after the Expiration Date.
The following table summarizes the material pricing terms for
the offers:
Title of Security Cusip Nos.
Maturity Date
PurchasePrice*
Early TenderPremium*
TotalConsideration*
5.00% ConvertibleSenior Notes due2017
817337 AB4 October 1, 2017
$1,000
$37.50
$1,037.50
5.00% ConvertibleExchange SeniorNotes due
2018
817337 AC2 January 1, 2018
$1,000 $46.25 $1,046.25
*Per $1,000 principal outstanding amount of Notes accepted for
purchase, plus accrued and unpaid interest to, but excluding,
October 20, 2016 or such later date as is established as the
Fundamental Change Repurchase Date and the Settlement Date.
Barclays is the Dealer Manager and Solicitation Agent for the
Tender Offers and Consent Solicitations and may be contacted at
1-888-610-5877 (toll free) or 212-526-7255. Requests for documents
may be directed to Morrow Sodali Global, LLC, the Information
Agent, at 1-203-658-9400 for banks and brokers or 1-800-662-5200
(toll free) for Holders and all others.
This announcement is not an offer to purchase or the
solicitation of an offer to sell the Notes or a solicitation of
Consents. The Tender Offers for the Notes and the related Consent
Solicitations are only being made pursuant to the Offer to Purchase
and the related Consent and Letter of Transmittal. Holders of the
Notes should read the Offer to Purchase and the Consent and Letter
of Transmittal carefully prior to making any decision with respect
to the Tender Offers and Consent Solicitation because they contain
important information.
This announcement has been issued by and is the sole
responsibility of Sequenom, Inc. In accordance with normal
practice, Barclays expresses no opinion on the merits of the Tender
Offers or the Consent Solicitations, nor does it accept any
responsibility for the accuracy or completeness of this
announcement or any other document prepared in connection with the
Tender Offers or the Consent Solicitations.
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.
This press release contains forward-looking statements including
with respect to the payment of consideration for Sequenom Notes
tendered in the Tender Offers. These statements are subject to
risks and uncertainties that could cause actual results to differ
materially from those suggested by these forward-looking
statements. Risks and uncertainties include, among others 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. LabCorp undertakes no obligation to update these
statements as a result of new events, circumstances or
otherwise.
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version on businesswire.com: http://www.businesswire.com/news/home/20160916005752/en/
Laboratory Corporation of America® HoldingsInvestor
ContactPaul Surdez,
336-436-5076Investor@labcorp.comorMedia Contact:Pattie
Kushner, 336-436-8263Media@labcorp.com
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