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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 11, 2002
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(Date of earliest event reported)
LABORATORY CORPORATION OF AMERICA HOLDINGS
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(Exact name of registrant as specified in its charter)
DELAWARE 1-11353 13-3757370
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
358 SOUTH MAIN STREET, BURLINGTON, NORTH CAROLINA 27215
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(Address of principal executive offices)
336-229-1127
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
Laboratory Corporation of America -Registered Trademark-
Holdings (LabCorp -Registered Trademark-)(NYSE:LH) and DIANON Systems,
Inc. (NASDAQ: DIAN), a leading provider of cancer and genomic diagnostic
services, today announced that they have entered into a definitive agreement
under which LabCorp will acquire all of the outstanding shares of DIANON for
$47.50 per share in cash. The transaction, which is subject to DIANON
shareholder and regulatory approval, is expected to close in the first
quarter of 2003.
The acquisition is anticipated to be accretive to LabCorp's 2003 dilutive
earnings per share by approximately $0.05. LabCorp expects to realize an
estimated $35 million in annual cost savings synergies by year-end 2005.
Under the terms of the agreement, which was unanimously approved by the
boards of both companies, Labcorp will acquire DIANON through a merger of a
newly-formed wholly-owned subsidiary of LabCorp with DIANON. In the merger,
holders of DIANON common stock will receive $47.50 per share, or approximately
$598 million. DIANON currently has approximately 12.6 million fully diluted
shares outstanding. 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.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(C) EXHIBITS:
99.1 - Press release of the Company dated November 11, 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
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(Registrant)
By:/s/ BRADFORD T. SMITH
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Bradford T. Smith
Executive Vice President
and Secretary
Date: November 11, 2002
Laboratory Corporation of America-Registered Trademark- Holdings
358 South Main Street
Burlington, NC 27215
Telephone: 336-584-5171
FOR IMMEDIATE RELEASE
LabCorp Contact: 336-436-4855
Pamela Sherry
Investor@labcorp.com
LabCorp Shareholder Direct: 800-LAB-0401
www.labcorp.com
DIANON Contact: Kevin C. Johnson
203-381-4000
johnsk@DIANON.com
LABORATORY CORPORATION OF AMERICA-REGISTERED
TRADEMARK- ANNOUNCES DEFINITIVE AGREEMENT TO
ACQUIRE DIANON SYSTEMS, INC.
Burlington, NC and Stratford, CT, November 11, 2002 - Laboratory
Corporation of America-Registered Trademark-Holdings (LabCorp-
Registered Trademark-) (NYSE: LH) and DIANON Systems, Inc.
(NASDAQ: DIAN), a leading provider of cancer and genomic
diagnostic services, today announced that they have entered into a
definitive agreement under which LabCorp will acquire all of the
outstanding shares of DIANON for $47.50 per share in cash. The
transaction, which is subject to DIANON shareholder and regulatory
approval, is expected to close in the first quarter of 2003.
The acquisition is anticipated to be accretive to LabCorp's 2003
diluted earnings per share by approximately $0.05. LabCorp expects to
realize an estimated $35 million in annual cost savings synergies by
year-end 2005.
Under the terms of the agreement, which was unanimously approved
by the boards of both companies, LabCorp will acquire DIANON
through a merger of a newly-formed wholly-owned subsidiary of
LabCorp with DIANON. In the merger, holders of DIANON common
stock will receive $47.50 per share, or approximately $598 million.
DIANON currently has approximately 12.6 million fully diluted shares
outstanding. 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.
DIANON is a leading provider of anatomic pathology and oncology
testing services in the U.S., with a focus on the outpatient market.
Approximately 1,100 employees process more than 8,000 samples per
day in one main testing facility and four regional labs. DIANON had
2001 revenues of approximately $126 million, and revenues of
approximately $141 million for the nine-month period ended
September 30, 2002.
"We are truly excited to have reached an agreement with this premier
oncology testing laboratory," said Thomas P. Mac Mahon, LabCorp's
chairman and chief executive officer. "The proposed acquisition of
DIANON is a key part of LabCorp's strategy to be a leading cancer
diagnostic laboratory in North America offering the most innovative
technologies available. This strategy is clearly supported by
DIANON's talented managers and employees, who have substantial
testing expertise, sales capabilities and skill in the development of
novel reporting formats."
"More and better cancer diagnostics will continue to have a profound
impact on patient care in the coming years," continued Mr. Mac
Mahon. "Combining LabCorp and DIANON will improve access to
today's valuable cancer testing methods. The combination will also
create a company well positioned to offer innovative new genomic
tests for cancer through its partnerships with technology leaders such
as Myriad Genetics, Inc., EXACT Sciences Corporation, Celera
Diagnostics and Correlogics Systems, Inc."
"We are pleased to announce a transaction with a company that has
been a pioneer in bringing leading-edge technologies to the market,"
said Kevin C. Johnson, DIANON's chairman, president and chief
executive officer. "LabCorp's focus on cancer diagnostics and its vast
capabilities in specialized testing will help ensure that our customers
continue to receive the very best in testing services. Opportunities for
employees will be available as part of a stronger, more competitive
company."
LabCorp will host a conference call with investors to discuss the
transaction on November 11, 2002 at 11:00 A.M. ET. A live webcast
of the call will be available online at www.labcorp.com or at
www.streetevents.com beginning at 11:00 A.M. ET, with an online
rebroadcast continuing through December 11, 2002. The live call at
11:00 A.M. is also available in a listen-only mode by dialing 212-896-
6075. A telephone replay of the call will be available through
November 18, 2002, and can be heard by dialing 800-633-8284 (402-
977-9140 for international callers). The access code for the replay is
210-33-171.
Analysts and investors are also directed to the home page of LabCorp's
website, www.labcorp.com , where additional information on the
DIANON transaction will be posted. This supplemental information
will be filed as an 8-K with the SEC as soon as the SEC reopens
following the Veteran's Day federal holiday.
About DIANON
DIANON provides a full line of anatomic and molecular pathology
testing services and the CarePath-Trademark- Health Information
Service, which provides personalized, diagnosis-specific information
to physicians and their patients at critical moments in the healthcare
process. DIANON has more than 650 managed care contracts and
over 14,500 physician customers use DIANON's services, including
5,000 of the country's 7,500 urologists. The company has labs in
Connecticut, New York, Florida, Texas and Oklahoma, along with a
centralized specimen processing center in Ohio. Further information
about DIANON can be obtained from the Company's web sites at
www.DIANON.com or www.carepathonline.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
25,000 employees, the Company offers more than 4,000 clinical tests
ranging from routine analyses to sophisticated molecular diagnostics.
Serving over 200,000 clients throughout North America, 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. Actual results could differ
materially from those suggested by these forward-looking statements.
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 DIANON 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 DIANON
Systems, Inc.'s control. DIANON Systems, 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. DIANON Systems, 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 DIANON Systems, Inc.'s filings with the Securities and
Exchange Commission, including its Annual Report on Form 10K for
the year ended December 31, 2001.
DIANON will file a proxy statement and DIANON and LabCorp
will file other relevant documents with the SEC concerning the
proposed merger of a wholly-owned subsidiary of LabCorp with
and into DIANON. INVESTORS ARE URGED TO READ THE
PROXY STATEMENT WHEN IT BECOMES AVAILABLE
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. You will be able to obtain the documents free of
charge at the website maintained by the SEC at www.sec.gov. In
addition, you may obtain documents filed with the SEC by
LabCorp free of charge by requesting them in writing from
LabCorp at 430 South Spring Street, 1st Floor, Burlington, North
Carolina 27215, Attention: Investor Relations, or by telephone at
(336) 229-1127. You may obtain documents filed with the SEC by
DIANON free of charge by requesting them in writing from
DIANON, 200 Watson Boulevard, Stratford, Connecticut 06615,
Attention: Secretary, or by telephone at (203) 381-4055.
LabCorp and DIANON, and their respective directors and
executive officers, may be deemed to be participants in the
solicitation of proxies from the stockholders of DIANON in
connection with the merger. Information about the directors and
executive officers of LabCorp and their ownership of LabCorp
shares is set forth in the proxy statement for LabCorp's 2001
annual meeting of shareholders filed with the SEC on April 15,
2002. Information about the directors and executive officers of
DIANON and their ownership of DIANON stock is set forth in the
proxy statement for DIANON's 2002 annual meeting of
stockholders filed with the SEC on July 1, 2002. Investors may
obtain additional information regarding the interests of such
participants by reading the proxy statement when it becomes
available.