View:
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
(As Amended)
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 9, 2002
- ------------------
(Date of earliest event reported)
LABORATORY CORPORATION OF AMERICA HOLDINGS
- ------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 1-11353 13-3757370
-------------- ----------- --------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
358 SOUTH MAIN STREET, BURLINGTON, NORTH CAROLINA 27215
- -------------------------------------------------------
(Address of principal executive offices)
336-229-1127
- ------------
(Registrant's telephone number, including area code)
Explanatory Note:
- -----------------
This 8-K/A is filed to amend the Form 8-K filed on May 9, 2002,
in which the transaction described herein was reported under Item 9.
The Registrant has determined the transaction should be reported under
Item 5.
ITEM 5. OTHER EVENTS
Laboratory Corporation of America -Registered Trademark-
Holdings (LabCorp -Registered Trademark-)(NYSE:LH), a national
clinical laboratory with 2001 revenues of $2.2 billion, and Dynacare Inc.
(Nasdaq: DNCR; TSE:DNA), a leading independent provider of laboratory
testing in North America, today announced that they have entered into
a definitive agreement under which LabCorp will acquire all of the
outstanding shares of Dynacare for approximately $480 million in cash
and stock. In addition, LabCorp will assume approximately $205 million
in Dynacare debt in conjunction with the closing of the transaction.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(C) EXHIBITS:
99.1 - Press release of the Company dated May 9, 2002.
SIGNATURES
Pursuant to the requirements of the Securities and
Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LABORATORY CORPORATION OF AMERICA HOLDINGS
------------------------------------------
(Registrant)
By:/s/ BRADFORD T. SMITH
----------------------------------
Bradford T. Smith
Executive Vice President
and Secretary
Date: May 9, 2002
Laboratory Corporation of America-Registered Trademark- Holdings
358 South Main Street
Burlington, NC 27215
Telephone: 336-584-5171
FOR IMMEDIATE RELEASE
- ---------------------
Contact: 336-436-4855
Pamela Sherry
Investor@labcorp.com
Shareholder Direct: 800-LAB-0401
www.labcorp.com
Dynacare Inc.
972-387-3200
Zbig Biskup
Zbiskup@dynacare.com
LABORATORY CORPORATION OF AMERICA-REGISTERED TRADEMARK-ANNOUNCES
ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE DYNACARE INC.
Burlington, NC, and Dallas, TX, May 9, 2002 - Laboratory Corporation of
America-Registered Trademark- Holdings (LabCorp-Registered Trademark-)
(NYSE: LH), a national clinical laboratory with 2001 revenues of $2.2 billion,
and Dynacare Inc. (Nasdaq: DNCR; TSE: DNA), a leading independent provider
of laboratory testing in North America, today announced that they have entered
into a definitive agreement under which LabCorp will acquire all of the
outstanding shares of Dynacare for approximately $480 million in cash and
stock. In addition, LabCorp will assume approximately $205 million in
Dynacare debt in conjunction with the closing of the transaction.
The acquisition is anticipated to be immediately accretive to LabCorp's EPS
in 2002, and to adjusted earnings before interest, taxes, depreciation and
amortization (EBITDA) in the first full year. LabCorp expects to realize an
estimated $45 million in annual cost savings synergies by year-end 2004.
Under the terms of the agreement, which was unanimously approved by the
boards of both companies, LabCorp will acquire 100 percent of the outstanding
shares of Dynacare common stock for $23.00 per share pursuant to a Plan of
Arrangement under Canadian Law. Under the Plan of Arrangement, each
outstanding share of Dynacare common stock will be exchanged for $11.50 in
cash and 0.1164 shares of LabCorp common stock. LabCorp will issue
approximately 2.4 million new common shares in connection with the
transaction, based on Dynacare's approximately 20.9 million diluted shares
outstanding. The cash component of the transaction will be funded by a
combination of cash on hand, borrowings under LabCorp's existing credit
facility and a new bridge loan facility.
Under separate agreements, Dynacare's two largest shareholders and certain
officers and directors, who hold in the aggregate 48.2 percent of Dynacare's
outstanding common stock, will irrevocably undertake to vote their shares in
favor of the Plan of Arrangement and, under certain circumstances, sell their
shares to LabCorp if the Agreement is terminated or the Arrangement does not
close. The offer and the merger are conditioned on, among other things, a
favorable vote by the holders of two-thirds of Dynacare's outstanding common
shares and regulatory approvals in the U. S. and Canada.
Dynacare, with 24 central laboratories, two esoteric laboratories, 115 rapid
response labs and 302 patient service centers, provides clinical laboratory
testing services in 21 states and two Canadian provinces. Dynacare, a
portfolio company of private equity firm GTCR Golder Rauner, L.L.C., had
2001 revenues of approximately $238 million (based on U.S. GAAP) and has
approximately 6,300 employees.
"We are excited to have reached an agreement with Dynacare,"
said Thomas P. Mac Mahon, LabCorp chairman and chief executive officer.
"This transaction will enable LabCorp to provide more physicians and their
patients with improved access to an expanded menu of leading-edge testing
technologies. The merger will also expand our ability to service managed care
and hospital customers and to achieve greater operating efficiencies.
Clearly, the combination with Dynacare will help us achieve these objectives."
Mr. Mac Mahon also said, "We are pleased that Harvey A. Shapiro, chairman
and chief executive officer of Dynacare, has agreed to remain with the Company
and become president of the Canadian operations, in addition to participating
in the integration of the two companies."
Mr. Shapiro said, "We are very excited about the opportunities this
combination presents and believe this transaction offers our shareholders fair
value for their Dynacare investment. Further, joining the strengths of
Dynacare and LabCorp will create a more dynamic company in a swiftly
changing and ever more demanding health care marketplace."
Dynacare has also announced the termination of its joint ventures in
Pittsburgh, PA and Schenectady, NY. These terminations are expected to result
in an after tax charge of approximately $4.7 million in Dynacare's second
quarter.
LabCorp will host a conference call with investors to discuss the transaction
on May 9, 2002 at 9:00 A.M. ET. A live webcast of the call will be available
online at www.labcorp.com or at www.streetevents.com beginning at 9:00 A.M.
ET, with an online rebroadcast continuing through May 24, 2002. The live call
at 9:00 A.M. is also available in a listen-only mode by dialing 212-346-6440.
A telephone replay of the call will be available through May 16, 2002, and can
be heard by dialing 800-633-8284 (858-812-6440 for international callers). The
access code for the replay is 205-91-655.
About Dynacare
- --------------
Through its integrated network of regional laboratory operations, Dynacare
provides innovative and trusted clinical laboratory services to its clients,
their patients and professional partners. Dynacare provides laboratory
services in 21 U.S. states and is a leading provider of laboratory services
in Canada. Further information about Dynacare can be obtained from the
Company's web site at www.dynacare.com.
About LabCorp
- -------------
The first national clinical laboratory to fully embrace genomic testing,
Laboratory Corporation of America-Registered Trademark- Holdings (LabCorp-
Registered Trademark-) has been a pioneer in commercializing new diagnostic
technologies. As a national laboratory with annual revenues of $2.2 billion
in 2001 and over 19,000 employees, the Company offers more than 4,000
clinical tests ranging from routine analyses to sophisticated molecular
diagnostics. Serving over 200,000 clients nationwide, LabCorp combines its
expertise in innovative clinical testing technology with its Centers of
Excellence. The Center for Molecular Biology and Pathology, in Research
Triangle Park, North Carolina, offers state-of-the-art molecular gene-based
testing in infectious disease, oncology and genetics. Its National Genetics
Institute in Los Angeles is an industry leader in developing novel, highly
sensitive polymerase chain reaction (PCR) methods for testing hepatitis C and
other blood borne infectious agents. LabCorp's Minneapolis-based ViroMed
offers molecular microbial testing using real time PCR platforms, while its
Center for Esoteric Testing in Burlington, North Carolina, performs the
largest volume of specialty testing in the network. LabCorp's clients include
physicians, state and federal government, managed care organizations,
hospitals, clinics, pharmaceutical and Fortune 1000 companies, and other
clinical laboratories.
For LabCorp Investors
- ---------------------
Each of the above forward-looking statements is subject to change based on
various important factors, including without limitation, competitive actions
in the marketplace and adverse actions of governmental and other third-
party payors. Further information on potential factors that could
affect LabCorp's financial results is included in the Company's Form 10-K
for the year ended December 31, 2001 and subsequent SEC filings.
For Dynacare Investors
- ----------------------
This press release may contain "forward-looking statements" within the
meaning of Section 21E of the Securities Exchange Act of 1934. When used
in this press release, the words "may," "could," "should," "would,"
"believe," "anticipate," "estimate," "expect," "intend," "plan" and similar
expressions or statements regarding future periods are intended to identify
forward-looking statements. All forward-looking statements are inherently
uncertain as they are based on various expectations and assumptions
concerning future events, which by their nature involve substantial risks and
uncertainties beyond Dynacare Inc.'s control. Dynacare Inc. undertakes no
obligation to update or revise any forward-looking statement for events or
circumstances after the date on which such statement is made. Dynacare Inc.
cannot assess the impact of or the extent to which any single factor or risk,
or combination of them, may cause actual results to differ materially from
those contained in any forward-looking statements. For a more complete
discussion of risk factors, please see Dynacare Inc.'s filings with the
Securities and Exchange Commission, including its Annual Report on Form
10K for the year ended December 31, 2001.
Security holders of Dynacare Inc. are urged to read the proxy statement
regarding the proposed Plan of Arrangement when it is finalized and
distributed to security holders because it will contain important information
for making an informed decision. The definitive proxy statement will be filed
with the U.S. Securities and Exchange Commission (the"SEC") by Dynacare,
and security holders may obtain a free copy of such proxy statement when it
becomes available, and other documents filed with the SEC by Dynacare, at
the SEC's website at www.sec.gov. The definitive proxy statement, when
it becomes available, and other documents filed by Dynacare, may also be
obtained free of charge by directing a request to Dynacare Inc., 14900
Landmark Boulevard, Suite 200, Dallas, Texas 75254, attention:
Zbig S. Biskup, Executive Vice President and Chief Financial Officer and
Secretary.
Dynacare and it directors and executive officers may be deemed to be
participants in the solicitation of proxies from the security holders of
Dynacare in favor of the transaction. The directors and executive officers
of Dynacare and their beneficial ownership of Dynacare common stock as of
April 15, 2002 are set forth in the proxy statement for the 2002 annual
meeting filed by Dynacare on April 30, 2002. Security holders of Dynacare
may obtain additional information regarding the interests of such participants
by reading the definitive proxy statement when it becomes available.