Covance Shareholder FAQ
FORMER COVANCE SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THER INDIVIDUAL TAX CONSEQUENCES OF THE MERGER. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE TAX ADVICE AND IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSES OF (i) AVOIDING THE PENALTIES UNDER INTERNAL REVENUE CODE OF 1986, OR (ii) PROMOTING, MARKETING, OR RECOMMENDING ANY TRANSACTION OR MATTER ADDRESSED HEREIN.
- 1. Pursuant to the recent merger, I received a cash payment and shares of Laboratory Corporation of America Holdings common stock in exchange for shares of Covance, Inc. common stock. Is this exchange taxable?
- The receipt of the per share merger consideration pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. Generally, for U.S. federal income tax purposes, if you are a U.S. holder, you will recognize gain or loss equal to the difference between (i) the sum of cash received and the fair market value (as of the effective time) of the LabCorp common stock ($117.00 per share) you receive and (ii) your adjusted tax basis in the Covance common stock you exchange pursuant to the merger. If you are a non-U.S holder, the merger will generally not result in tax to you under U.S. federal income tax laws unless you have certain connections to the United States and we encourage you to seek tax advice regarding such matters. Because individual circumstances may differ, we recommend that you consult your own tax advisor to determine the particular tax effects of the merger to you. Additional information regarding the material tax consequences of the merger to Covance securityholders may be found in the proxy statement/prospectus filed with the SEC on January 16, 2015, which is available free of charge on the SEC’s website, and on LabCorp’s Investor Relations page on LabCorp’s website at http://www.labcorp.com.
- 2. What is the cost basis of the Laboratory Corporation of America Holdings common stock that I received in exchange for the shares of Covance Inc. common stock that I previously held?
- $117.00 per share.
- 3. Will a Form 8937 be provided in connection with Laboratory Corporation of America Holdings’ acquisition of Covance Inc.?
- LabCorp filed Form 8937 on March 5, 2015. Form 8937 is available here.
- 4. Who is LabCorp’s stock transfer agent and what is the agent’s contact information?
- American Stock Transfer is the transfer agent for LabCorp. If you have any questions for American Stock Transfer, you may reach them at 1 (800) 937-5449 or 1 (718) 921-8210. Prior to the merger, ComputerShare served as the transfer agent and registrar for Covance. ComputerShare is serving as the paying and exchange agent for the merger. If you have any questions about this transaction, or any related procedures, please call Computershare at 1 (800) 546-5141 (from within the United States, U.S. territories or Canada) or 1 (781) 575-2765 (from outside the United States, U.S. territories or Canada).
- 5. When should Covance shareholders expect to receive shares of Laboratory Corporation of America Holdings common stock?
- Holders of shares of Covance common stock held in certificated form will be entitled to receive the per share merger consideration ($75.76 per share and .2686 shares of LabCorp stock) once a duly completed and executed letter of transmittal is delivered to ComputerShare, accompanied by the required share certificates and other customary documents as may be reasonably required. Once ComputerShare receives all necessary documents, it generally takes 7-10 business days to issue payment and transfer the LCAH shares. If you hold shares with a broker (in “street name”), you should contact your broker for further information about receiving consideration for your shares.