MEDTOX Scientific, Inc. (Nasdaq:MTOX), a provider of high quality
specialized laboratory testing services and
on-site/point-of-collection testing (POCT) devices, today announced
that it had entered into a definitive merger agreement with
Laboratory Corporation of America® Holdings (NYSE:LH). Under the
terms of the agreement, LabCorp would acquire MEDTOX for a purchase
price of $27.00 per share in cash, representing a total enterprise
value of approximately $241,000,000. The board of directors of
MEDTOX unanimously approved the agreement and recommended approval
of the transaction by MEDTOX's shareholders.
"This transaction highlights the fundamental value of the MEDTOX
brand, the talent and expertise of our team and the quality of our
products and testing services," said Dick Braun, Chairman and Chief
Executive Officer of MEDTOX. "As part of LabCorp with its
substantial resources and infrastructure, we expect to accelerate
MEDTOX's profitable growth and provide a stable and sustainable
environment for our employees and clients."
"We are extremely pleased that MEDTOX, a premier forensic and
clinical laboratory with a reputation for exceptional quality,
dependability and customer service is joining our family," said
David P. King, Chairman and Chief Executive Officer of
LabCorp. "MEDTOX is an industry leader in specialized
toxicology testing. This acquisition provides a strong
foundation for growth in this business, as we build and expand
LabCorp's Toxicology Center of Excellence and add to the unrivaled
assets of the LabCorp Specialty Testing Group."
The transaction is subject to customary closing conditions
including the expiration or early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and approval by MEDTOX's stockholders. The
transaction is expected to close in the third quarter of 2012.
Leonard, Street and Deinard is acting as legal advisor and
Lazard Middle Market is acting as financial advisor to MEDTOX.
About MEDTOX
MEDTOX Scientific, Inc., headquartered in St. Paul,
Minn., is a provider of high quality specialized laboratory testing
services and on-site/point-of-collection testing (POCT)
devices. The Company also supports customers with complete
logistics, data and program management services. MEDTOX is a
leader in providing esoteric laboratory testing services to
hospitals and laboratories nationwide. This includes both
central laboratory and bio-analytical testing for pharmaceutical
clinical trials. MEDTOX develops and manufactures diagnostic
devices for quick and economical on-site/point-of-collection
analysis for drugs-of-abuse and therapeutic drugs, and provides
employment drug screening and occupational health testing. For
more information see www.medtox.com.
The MEDTOX Scientific, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=3264
About
LabCorp®
Laboratory Corporation of America® Holdings, an S&P 500
company, is a pioneer in commercializing new diagnostic
technologies and the first in its industry to embrace genomic
testing. With annual revenues of $5.5 billion in 2011, over
31,000 employees worldwide, and more than 220,000 clients, LabCorp
offers more than 4,000 tests ranging from routine blood analyses to
reproductive genetics to companion diagnostics. LabCorp
furthers its scientific expertise and innovative clinical testing
technology through its LabCorp Specialty Testing Group: The
Center for Molecular Biology and Pathology, National Genetics
Institute, ViroMed Laboratories, Inc., The Center for Esoteric
Testing, Litholink Corporation, Integrated Genetics, Integrated
Oncology, DIANON Systems, Inc., Monogram Biosciences, Inc.,
Colorado Coagulation, and Endocrine Sciences. LabCorp conducts
clinical trials testing through its LabCorp Clinical Trials
division. LabCorp clients include physicians, government
agencies, managed care organizations, hospitals, clinical labs, and
pharmaceutical companies. To learn more about our organization,
visit our Web site at: www.labcorp.com.
Additional Information about the
Acquisition
This communication may be deemed to be a solicitation of proxies
in respect of the proposed acquisition of MEDTOX by
LabCorp. In connection with the proposed acquisition, MEDTOX
intends to file a proxy statement and other relevant materials with
the SEC. Investors and security holders of MEDTOX are urged to
read the proxy statement and other relevant materials filed with
the SEC when they become available because they will contain
important information about the proposed acquisition. The
final proxy statement will be mailed to MEDTOX
stockholders. Investors and stockholders may obtain a free
copy of the proxy statement when it becomes available, and other
documents filed by MEDTOX, at the SEC's Web site,
www.sec.gov. In addition, these documents (when they are
available) can also be obtained by investors and stockholders free
of charge from MEDTOX upon written request to MEDTOX Scientific,
Inc., 402 West County Road D., St. Paul, MN 55112.
This communication is not a solicitation of a proxy from any
security holder of MEDTOX. However, LabCorp, MEDTOX and
certain of their respective directors and executive officers, under
SEC rules, may be deemed to be participants in the solicitation of
proxies from stockholders of MEDTOX in connection with the proposed
acquisition. Information about LabCorp's directors and
executive officers may be found in its 2011 Annual Report on Form
10-K filed with the SEC on February 24, 2012, and definitive proxy
statement relating to its 2012 Annual Meeting of Stockholders filed
with the SEC on March 20, 2012. Information about MEDTOX's
directors and executive officers may be found in its 2011 Annual
Report on Form 10-K filed with the SEC on March 8, 2012, and
definitive proxy statement relating to its 2012 Annual Meeting of
Stockholders filed with the SEC on April 2, 2012. Additional
information regarding the interests of such potential participants
in the solicitation of proxies in connection with the merger will
be included in the proxy statement and other relevant materials
filed with the SEC when they become available.
Forward Looking Statements
Investors are cautioned that statements in this press release
that are not strictly historical statements, constitute
forward-looking statements. These statements are based on
current expectations, forecasts and assumptions of LabCorp that are
subject to risks and uncertainties that could cause actual outcomes
and results to differ materially from those statements. These
risks and uncertainties include, among others, the risk that MEDTOX
shareholder or regulatory approval may not be obtained; the
transaction may not close within the expected timeframe or at all;
the transaction may not achieve the anticipated strategic benefits;
customers, suppliers, employees or strategic partners may have
adverse reactions to the proposed transaction; and the integration
of MEDTOX into LabCorp's business subsequent to the closing of the
transaction may not be successful; as well as other factors
detailed in LabCorp's and MEDTOX's filings with the SEC, including
LabCorp's Annual Report on Form 10-K for the year ended December
31, 2011 and subsequent SEC filings, and MEDTOX's Annual Report on
Form 10-K for the year ended December 31, 2011 and subsequent SEC
filings.
CONTACT: MEDTOX Scientific, Inc.
Investor Relations
Phone: (877) 715-7236
E-mail: investors@medtox.com
Company Information: www.medtox.com
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