(Source: Business Wire)
Laboratory Corporation of America® Holdings (NYSE: LH) today announced the commencement of its cash tender offer for all outstanding shares of the common stock of Monogram Biosciences, Inc. (NASDAQ: MGRM) for $4.55 per share. The tender offer is being made by Mastiff Acquisition Corp., a wholly owned subsidiary of LabCorp, pursuant to an Offer to Purchase, dated July1, 2009. LabCorp and Monogram previously announced that they entered into an Agreement and Plan of Merger, dated as of June 22, 2009, for LabCorp to acquire Monogram.
The Board of Directors of Monogram Biosciences, Inc. has unanimously determined that the offer and the merger are fair to and in the best interests of Monogram and its stockholders, approved and declared as advisable the agreement and plan of merger and the other transactions contemplated thereby, including the tender offer, and recommended that the Monogram stockholders accept the offer, tender their shares in the offer and, if required by applicable law, adopt the agreement and plan of merger.
The tender offer and any withdrawal rights are scheduled to expire at 12:00 midnight, New York City Time, at the end of the day on Wednesday, July 29, 2009, unless the tender offer is extended.
Under the terms of the agreement and plan of merger, LabCorp's acquisition subsidiary, Mastiff Acquisition Corp., has commenced a tender offer to purchase all the outstanding shares of Monogram Biosciences, Inc. for $4.55 per share in cash, without interest. Following the completion of the tender offer, LabCorp expects to merge Mastiff Acquisition Corp. 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 merger agreement, including the acquisition in the tender offer of a majority of Monogram's outstanding shares on a fully diluted basis (excluding out of the money options) 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.
The complete terms and conditions of the tender offer are set forth in the offer to purchase, letter of transmittal and other related materials filed with the Securities and Exchange Commission on July 1, 2009 as exhibits to a tender offer statement by LabCorp and Mastiff Acquisition Corp.
