(Source: Datamonitor)Laboratory Corporation of America Holdings, a developer of new diagnostic technologies, and Monogram Biosciences, a life sciences company, have entered into a definitive agreement and plan of merger under which LabCorp will acquire all of the outstanding shares of Monogram in a cash tender offer for $4.55 per share for an implied total equity value of approximately $106.7 million, or a total enterprise value of approximately $155 million, at March 31, 2009, including net indebtedness.

Under the terms of the agreement and plan of merger, LabCorp's acquisition subsidiary, Mastiff Acquisition, will commence a tender offer to purchase all outstanding shares of Monogram Biosciences for $4.55 per share in cash, without interest.

Following the completion of the tender offer, LabCorp expects to merge Mastiff Acquisition and Monogram resulting in any shares not purchased in the tender offer being 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 agreement and plan of merger, including the acquisition in the tender offer of a majority of Monogram's outstanding shares on a fully diluted basis 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 in the third quarter of 2009.

David King, chairman and CEO of LabCorp, said: "The transaction announced today is a significant step in the execution of LabCorp's strategy of leadership in personalized medicine. By utilizing LabCorp's national infrastructure to build on Monogram's already strong sales, we will advance our leadership in infectious disease and cancer testing, companion diagnostics and personalized medicine. We look forward to providing improved offerings to both our and Monogram's current customers."

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