BURLINGTON, N.C., and
SAN DIEGO, July 27, 2016 /PRNewswire/ -- 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.
"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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SOURCE Sequenom, Inc.