UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR SECTION 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
Monogram Biosciences, Inc.
(Name of Subject Company (Issuer))
Mastiff Acquisition Corp.
a wholly owned subsidiary of
Laboratory Corporation of America Holdings
(Name of Filing Persons (Offeror))
Common Stock, Par Value $0.001 per share
(Title of Class of Securities)
60975U207
(CUSIP Number of Class of Securities)
F. Samuel Eberts III
Senior Vice President and Chief Legal Officer
Laboratory Corporation of America Holdings
358 South Main Street
Burlington, North Carolina 27215
(336) 229-1127
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
with copies to:
Michael J. Silver
John H. Booher
William I. Intner
Hogan & Hartson LLP
111 South Calvert Street, 16th Floor
Baltimore, Maryland 21202
(410) 659-2700
CALCULATION OF FILING FEE
| Transaction Valuation | Amount of Filing Fee | |
| N/A | N/A | |
| ¨ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing. |
Amount Previously Paid: N/A
| Form or Registration No.: |
N/A | |
| Filing Party: |
N/A | |
| Date Filed: |
N/A |
| x | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
| Check the appropriate boxes below to designate any transactions to which the statement relates: |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third-party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate boxes below to designate the appropriate rule provisions relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issues Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-border Third-Party Tender Offer) |
This filing relates solely to preliminary communications made before the commencement of a tender offer for the outstanding common stock of Monogram Biosciences, Inc. (“Monogram”) by Mastiff Acquisition Corp., a direct wholly-owned Delaware subsidiary of Laboratory Corporation of America Holdings (“LabCorp”).
The tender offer described in the attached exhibit has not yet commenced, and the exhibit is neither an offer to purchase nor a solicitation of an offer to sell shares of Monogram Biosciences, Inc. common stock. At the time the tender offer is commenced, LabCorp and Mastiff Acquisition Corp. will file a tender offer statement on Schedule TO and related materials with the U.S. Securities and Exchange Commission (SEC), and Monogram will file with the SEC a tender offer solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. INVESTORS AND MONOGRAM STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT AND RELATED MATERIALS (INCLUDING THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL) AND THE RELATED SOLICITATION/RECOMMENDATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ PRIOR TO MAKING A DECISION TO TENDER SHARES. These documents (once they become available) will be available at no charge on the SEC’s website at www.sec.gov. The tender offer statement and related materials, tender offer solicitation/recommendation statement, and such other documents may be obtained for free by directing such requests to D.F. King & Co., Inc., the information agent for the tender offer, at 1-212-269-5550 for banks and brokers or 1-800-549-6746 for shareholders and all others.
Exhibit Index
| 99.1 | Letter to Monogram employees from David P. King, Chairman and Chief Executive Officer of LabCorp. |
Exhibit 99.1
[LabCorp Letterhead]
Dear Monogram Employee:
I am very pleased that we have announced the agreement for Monogram Biosciences, Inc. to join LabCorp, and I look forward to the opportunity to personally welcome you to the LabCorp family.
We have long admired Monogram’s innovative diagnostic science, superior customer service, and inventive new products. Your dedicated work in developing Trofile, PhenoSense, and HerMark has improved outcomes for thousands of patients. You should all be very proud of the Company you have built and the difference you have made in people’s lives.
Monogram has an excellent clinical reputation, a market leading infectious disease test, a market leading companion diagnostic and an exciting technology platform for oncology. That our two companies in combination will have a great impact on people’s lives and health outcomes is what excites me the most about the opportunity we have together.
I know that change brings questions and want to assure you that nothing is more important to me than clear and open communication. I look forward to meeting with you soon and greeting each of you personally as we become partners in leadership in personalized medicine. I hope that you are as excited as I am about the opportunity that the pending combination of Monogram and LabCorp brings for our employees, our clients, and our patients. While the transaction is pending, however, we must continue to operate as separate companies, focused on our current independent priorities.
I will welcome you to our organization with great pride and enthusiasm. I look forward to when we become one company, when we will proudly retain the Monogram name and mission: The right therapy to the right patient at the right time. I look forward to much success together.
Very truly yours,
/s/ David P. King
David P. King
Please Note: The tender offer described in this letter has not yet commenced, and this letter is neither an offer to purchase nor a solicitation of an offer to sell shares of Monogram Biosciences, Inc. common stock. At the time the tender offer is commenced, LabCorp and Mastiff Acquisition Corp. will file a tender offer statement on Schedule TO and related materials with the U.S. Securities and Exchange Commission (SEC) and Monogram Biosciences, Inc. will file with the SEC a tender offer solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. INVESTORS AND MONOGRAM BIOSCIENCES, INC. STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT AND RELATED MATERIALS (INCLUDING THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL) AND THE RELATED SOLICITATION/RECOMMENDATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ PRIOR TO MAKING A DECISION TO TENDER SHARES. These documents (once they become available) will be available at no charge on the SEC’s website at www.sec.gov. The tender offer statement and related materials, tender offer solicitation/recommendation statement, and such other documents may be obtained for free by directing such requests to DF King & Co., Inc., the information agent for the tender offer, at 1-212-269-5550 for banks and brokers or 1-800-549-6746 for shareholders and all others.