LabCorp Announces Agreement to Acquire MEDTOX Scientific
04 Giugno 2012 - 2:59PM
Business Wire
Laboratory Corporation of America® Holdings (NYSE: LH) and
MEDTOX Scientific, Inc. (NASDAQ: MTOX), a provider of high quality
specialized laboratory testing services and
on-site/point-of-collection testing (POCT) devices, today announced
that they had entered into a definitive merger agreement under
which LabCorp would acquire MEDTOX for a purchase price of $27.00
per share in cash, representing a total enterprise value of
approximately $241,000,000. The board of directors of MEDTOX
unanimously approved the agreement and recommended approval of the
transaction by MEDTOX’s shareholders.
“We are extremely pleased that MEDTOX, a premier forensic and
clinical laboratory with a reputation for exceptional quality,
dependability and customer service is joining our family,” said
David P. King, Chairman and Chief Executive Officer of LabCorp.
“MEDTOX is an industry leader in specialized toxicology testing.
This acquisition provides a strong foundation for growth in this
business, as we build and expand LabCorp's Toxicology Center of
Excellence and add to the unrivaled assets of the LabCorp Specialty
Testing Group.”
“This transaction highlights the fundamental value of the MEDTOX
brand, the talent and expertise of our team and the quality of our
products and testing services,” said Dick Braun, Chairman and Chief
Executive Officer of MEDTOX. “As part of LabCorp with its
substantial resources and infrastructure, we expect to accelerate
MEDTOX’s profitable growth and provide a stable and sustainable
environment for our employees and clients.”
The transaction is subject to customary closing conditions
including the expiration or early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and approval by MEDTOX’s stockholders. The transaction is
expected to close in the third quarter of 2012.
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 $5.5 billion in 2011, over 31,000
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 Systems, Inc., Monogram Biosciences, Inc., Colorado
Coagulation, 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 Web site
at: www.labcorp.com.
About MEDTOX
MEDTOX Scientific, Inc., headquartered in St. Paul, Minn., is a
provider of high quality specialized laboratory testing services
and on-site/point-of-collection testing (POCT) devices. The Company
also supports customers with complete logistics, data and program
management services. MEDTOX is a leader in providing esoteric
laboratory testing services to hospitals and laboratories
nationwide. This includes both central laboratory and
bio-analytical testing for pharmaceutical clinical trials. MEDTOX
develops and manufactures diagnostic devices for quick and
economical on-site/point-of-collection analysis for drugs-of-abuse
and therapeutic drugs, and provides employment drug screening and
occupational health testing. For more information see
www.medtox.com.
Additional Information about the Acquisition
This communication may be deemed to be a solicitation of proxies
in respect of the proposed acquisition of MEDTOX by LabCorp. In
connection with the proposed acquisition, MEDTOX intends to file a
proxy statement and other relevant materials with the SEC.
Investors and security holders of MEDTOX are urged to read the
proxy statement and other relevant materials filed with the SEC
when they become available because they will contain important
information about the proposed acquisition. The final proxy
statement will be mailed to MEDTOX stockholders. Investors and
stockholders may obtain a free copy of the proxy statement when it
becomes available, and other documents filed by MEDTOX, at the
SEC's Web site, www.sec.gov. In addition, these documents (when
they are available) can also be obtained by investors and
stockholders free of charge from MEDTOX upon written request to
MEDTOX Scientific, Inc., 402 West County Road D., St. Paul, MN
55112.
This communication is not a solicitation of a proxy from any
security holder of MEDTOX. However, LabCorp, MEDTOX and certain of
their respective directors and executive officers, under SEC rules,
may be deemed to be participants in the solicitation of proxies
from stockholders of MEDTOX in connection with the proposed
acquisition. Information about LabCorp's directors and executive
officers may be found in its 2011 Annual Report on Form 10-K filed
with the SEC on February 24, 2012, and definitive proxy statement
relating to its 2012 Annual Meeting of Stockholders filed with the
SEC on March 20, 2012. Information about MEDTOX's directors and
executive officers may be found in its 2011 Annual Report on Form
10-K filed with the SEC on March 8, 2012, and definitive proxy
statement relating to its 2012 Annual Meeting of Stockholders filed
with the SEC on April 2, 2012. Additional information regarding the
interests of such potential participants in the solicitation of
proxies in connection with the merger will be included in the proxy
statement and other relevant materials filed with the SEC when they
become available.
Forward Looking Statements
Investors are cautioned that statements in this press release
that are not strictly historical statements, constitute
forward-looking statements. These statements are based on current
expectations, forecasts and assumptions of LabCorp that are subject
to risks and uncertainties that could cause actual outcomes and
results to differ materially from those statements. These risks and
uncertainties include, among others, the risk that MEDTOX
shareholder or regulatory approval may not be obtained; the
transaction may not close within the expected timeframe or at all;
the transaction may not achieve the anticipated strategic benefits;
customers, suppliers, employees or strategic partners may have
adverse reactions to the proposed transaction; and the integration
of MEDTOX into LabCorp’s business subsequent to the closing of the
transaction may not be successful; as well as other factors
detailed in LabCorp’s and MEDTOX’s filings with the SEC, including
LabCorp’s Annual Report on Form 10-K for the year ended December
31, 2011, and subsequent SEC filings, and MEDTOX’S Annual Report on
Form 10-K for the year ended December 31, 2011, and subsequent SEC
filings.
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