Key Developments For Monogram Biosciences, Inc.
Monogram Biosciences, Inc. Appoints F. Samuel Eberts III As President-Form 8-K
Monogram Biosciences, Inc. reported in its Form 8-K that on August 4, 2009, William B. Hayes, F. Samuel Eberts III, Andrew S. Walton and Mark Elliott Brecher, M.D. were appointed to the Board of Directors of the Company. F. Samuel Eberts III became President of the Company, replacing William D. Young as Chief Executive Officer, President and principal executive officer of the Company, and William B. Hayes became Executive Vice President and Treasurer of the Company, replacing Alfred G. Merriweather as Chief Financial Officer and principal financial and accounting officer of the Company.
Laboratory Corporation of America Completes Acquisition Of Monogram Biosciences, Inc.
Laboratory Corporation of America announced the completion of its acquisition of Monogram Biosciences, Inc. LabCorp acquired Monogram pursuant to a cash tender offer followed by the merger of a wholly-owned subsidiary of LabCorp with and into Monogram. As a result of the acquisition, Monogram became a wholly-owned subsidiary of LabCorp, and Monogram shares ceased to be traded on the NASDAQ Global Market at the close of trading on August 4, 2009.
Laboratory Corporation of America Completes Cash Tender Offer For Outstanding Shares of Monogram Biosciences, Inc.
Laboratory Corporation of America announced the completion of the cash tender offer by its wholly owned subsidiary, Mastiff Acquisition Corp., for the outstanding shares of common stock of Monogram Biosciences, Inc. The tender offer expired at 12:00 midnight, New York City time, at the end of the day on August 3, 2009. The depositary for the tender offer has advised LabCorp that as of the expiration of the tender offer, stockholders of Monogram validly tendered 21,481,203 shares of Monogram common stock, including 1,761,597 shares of Monogram common stock tendered through notices of guaranteed delivery. The shares tendered represent approximately 93% of the outstanding shares of Monogram. All Monogram shares validly tendered in the offer have been accepted for payment, and LabCorp expects to pay promptly for all such shares. Shares validly tendered in satisfaction of notices of guaranteed delivery will also be accepted for payment and LabCorp expects to pay promptly for all such shares. LabCorp also announced that Mastiff exercised its top up option pursuant to the terms of the previously announced agreement and plan of merger entered into with Monogram and, as a result, Mastiff intends to effect a short form merger as permitted by the Delaware General Corporation law by the close of business on August 4, 2009. As a result of the merger, Monogram will become a wholly owned subsidiary of LabCorp, and Monogram shares will cease to be traded on the NASDAQ Global Market.
Laboratory Corporation of America Extends Tender Offer for All Outstanding Shares of Monogram Biosciences, Inc.; Announces Update On Settlement of Class Action Lawsuit
Laboratory Corporation of America and Monogram Biosciences, Inc. announced that LabCorp is extending until end of the day on August 3, 2009, LabCorp`s previously announced cash tender offer for all outstanding shares of the common stock of Monogram Biosciences, Inc. The offer was extended to allow for the public disclosure of amendments to LabCorp`s offer to purchase and Schedule TO and Monogram`s solicitation/recommendation statement on Schedule 14D-9 to reflect the settlement of certain legal proceedings. LabCorp and Monogram announced that LabCorp and Monogram have agreed in principle with the shareholder plaintiffs to settle purported class action lawsuits filed in the Court of Chancery of the State of Delaware and in the Superior Court of the State of California, San Mateo County relating to the pending tender offer and subsequent merger. Under the terms of the proposed settlements, the claims of the named plaintiffs and the proposed class of public shareholders relating to the tender offer and the related agreement and plan of merger entered into by LabCorp and Monogram on June 22, 2009, and the transactions contemplated thereby will be dismissed. In connection with the proposed settlements, Monogram has agreed to provide additional disclosures in Monogram`s solicitation/recommendation statement on Schedule 14D-9. The settlements will not affect the price of $4.55 per share paid in the offer or the consideration to be paid in the subsequent proposed merger.
Laboratory Corporation of America's Acquisition Of Monogram Biosciences, Inc. Clears Antitrust Review
Laboratory Corporation of America and Monogram Biosciences, Inc. announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or HSR Act, applicable to the acquisition of Monogram by LabCorp has expired with no action by either the Federal Trade Commission or the U.S. Department of Justice. As previously announced, LabCorp commenced a tender offer on July 1, 2009 for all of the outstanding shares of common stock of Monogram for $4.55 per share in cash. The expiration of the waiting period under the HSR Act satisfies one of the conditions necessary for the consummation of the pending acquisition. The tender offer and any withdrawal rights are scheduled to expire at the end of the day on July 29, 2009, unless the tender offer is extended.
