MEDTOX Scientific (MTOX) Enters MoU in Putative Class Actions Over Proposed Lab Corp (LH) Acquisition
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MEDTOX Scientific, Inc. (Nasdaq: MTOX) today announced that counsel for MEDTOX and other named defendants have today entered into a memorandum of understanding (MOU) with plaintiffs' counsel in connection with the three previously announced putative class action lawsuits filed in Minnesota state court in connection with the proposed acquisition of MEDTOX by Laboratory Corporation of America Holdings, or LabCorp (NYSE: LH). The three putative class action lawsuits that are being settled pursuant to the MOU are the actions pending in District Court, Second Judicial District, Ramsey County, of the State of Minnesota ("Ramsey County Court") under the captions John Siciliano v. MEDTOX Scientific, Inc. et al., Carol A. Kiel v. Richard Braun et al., and Louis Perlman v. Medtox Scientific, Inc. et al.
Under the terms of the MOU, MEDTOX will (i) provide supplemental disclosures to the definitive proxy statement on Schedule 14A filed by MEDTOX with the Securities and Exchange Commission (SEC) in connection with its special stockholders meeting to be held on July 31, 2012, with respect to certain matters and (ii) file a Current Report on Form 8−K with the SEC with respect to such additional disclosures and the MOU. The MOU reflects the parties' agreement in principle to resolve the allegations by the settling plaintiffs against MEDTOX and other defendants in connection with the proposed acquisition by LabCorp and provides a release and settlement by the purported class of MEDTOX's stockholders of all claims against MEDTOX and other defendants and their affiliates and agents in connection with the proposed acquisition by LabCorp. The MOU and settlement are contingent upon, among other things, approval of the Ramsey County Court, further definitive documentation and consummation of the proposed acquisition. In the event that the settlement is not approved and such conditions are not satisfied, MEDTOX and the other named defendants will continue to vigorously defend these actions.
MEDTOX and the other named defendants continue to believe that each of the aforementioned lawsuits is without merit and that they have valid defenses to all claims made by the applicable plaintiffs.
Under the terms of the MOU, MEDTOX will (i) provide supplemental disclosures to the definitive proxy statement on Schedule 14A filed by MEDTOX with the Securities and Exchange Commission (SEC) in connection with its special stockholders meeting to be held on July 31, 2012, with respect to certain matters and (ii) file a Current Report on Form 8−K with the SEC with respect to such additional disclosures and the MOU. The MOU reflects the parties' agreement in principle to resolve the allegations by the settling plaintiffs against MEDTOX and other defendants in connection with the proposed acquisition by LabCorp and provides a release and settlement by the purported class of MEDTOX's stockholders of all claims against MEDTOX and other defendants and their affiliates and agents in connection with the proposed acquisition by LabCorp. The MOU and settlement are contingent upon, among other things, approval of the Ramsey County Court, further definitive documentation and consummation of the proposed acquisition. In the event that the settlement is not approved and such conditions are not satisfied, MEDTOX and the other named defendants will continue to vigorously defend these actions.
MEDTOX and the other named defendants continue to believe that each of the aforementioned lawsuits is without merit and that they have valid defenses to all claims made by the applicable plaintiffs.
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