Laboratory Corp. of America (LH) Completes Cash Tender Offer for Monogram (MGRM)
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Laboratory Corporation of America(R) Holdings (NYSE: LH) today announced the successful completion of the cash tender offer by its wholly owned subsidiary, Mastiff Acquisition Corp., for the outstanding shares of common stock of Monogram Biosciences, Inc. (NASDAQ: MGRM). The tender offer expired at 12:00 midnight, New York City time, at the end of the day on Monday, August 3, 2009.
The depositary for the tender offer has advised LabCorp that as of the expiration of the tender offer, stockholders of Monogram validly tendered 21,481,203 shares of Monogram common stock, including 1,761,597 shares of Monogram common stock tendered through notices of guaranteed delivery. The shares tendered represent approximately 93% of the outstanding shares of Monogram. All Monogram shares validly tendered in the offer (other than shares tendered through notices of guaranteed delivery) have been accepted for payment, and LabCorp expects to pay promptly for all such shares. Shares validly tendered in satisfaction of notices of guaranteed delivery will also be accepted for payment and LabCorp expects to pay promptly for all such shares.
LabCorp also announced that Mastiff exercised its top-up option pursuant to the terms of the previously announced agreement and plan of merger entered into with Monogram and, as a result, Mastiff intends to effect a short-form merger as permitted by the Delaware General Corporation law by the close of business on August 4, 2009, without the need for a meeting of Monogram's stockholders. In the merger, each share not tendered and accepted for payment in the offer, other than those shares with respect to which the holders properly exercise appraisal rights and shares held by LabCorp or Mastiff, will be converted into the right to receive $4.55 in cash, without interest thereon and subject to applicable withholding taxes. As a result of the merger, Monogram will become a wholly-owned subsidiary of LabCorp, and Monogram shares will cease to be traded on the NASDAQ Global Market.
The depositary for the tender offer has advised LabCorp that as of the expiration of the tender offer, stockholders of Monogram validly tendered 21,481,203 shares of Monogram common stock, including 1,761,597 shares of Monogram common stock tendered through notices of guaranteed delivery. The shares tendered represent approximately 93% of the outstanding shares of Monogram. All Monogram shares validly tendered in the offer (other than shares tendered through notices of guaranteed delivery) have been accepted for payment, and LabCorp expects to pay promptly for all such shares. Shares validly tendered in satisfaction of notices of guaranteed delivery will also be accepted for payment and LabCorp expects to pay promptly for all such shares.
LabCorp also announced that Mastiff exercised its top-up option pursuant to the terms of the previously announced agreement and plan of merger entered into with Monogram and, as a result, Mastiff intends to effect a short-form merger as permitted by the Delaware General Corporation law by the close of business on August 4, 2009, without the need for a meeting of Monogram's stockholders. In the merger, each share not tendered and accepted for payment in the offer, other than those shares with respect to which the holders properly exercise appraisal rights and shares held by LabCorp or Mastiff, will be converted into the right to receive $4.55 in cash, without interest thereon and subject to applicable withholding taxes. As a result of the merger, Monogram will become a wholly-owned subsidiary of LabCorp, and Monogram shares will cease to be traded on the NASDAQ Global Market.
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