Laboratory Corp. of America Holdings : LabCorp Announces Agreement to Acquire MEDTOX Scientific
06/04/2012| 09:00am US/Eastern
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
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.
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.
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.
Laboratory Corporation of America® Holdings
© Business Wire 2012