Tender Offer Employee Meetings July, 2009 Exhibit (a)(5)(D) |
Forward Looking Information This presentation includes statements that are not strictly historical statements, including that, without limitation, statements relating to the expected benefits of the transaction, the expected timing and closing of the transaction, operating results and economic performance, and LabCorp’s and Monogram’s expectations regarding market position, constitute forward-looking statements. These statements are based on current expectations, forecasts and assumptions that are subject to risks and uncertainties that could cause actual outcomes and results to differ materially from those statements. Risks and uncertainties include, among others, the risk that the conditions to the tender offer or the merger set forth in the agreement and plan of merger will not be satisfied and the transactions will not be consummated, uncertainties as to the timing of the tender offer and merger, uncertainties as to how many Monogram stockholders will tender their stock in the offer, changes in Monogram’s business during the period between now and the closing that could cause a condition to closing not to be satisfied; the successful integration of Monogram into LabCorp’s business subsequent to the closing of the transaction; adverse reactions to the proposed transaction by customers, suppliers or strategic partners; dependence on key personnel and customers; reliance on proprietary technology; management of growth and organizational change; risks associated with litigation; competitive actions in the marketplace; and adverse actions of governmental and other third-party payors; as well as other factors detailed in LabCorp’s and Monogram’s filings with the Securities and Exchange Commission, including LabCorp’s Annual Report on Form 10-K for the year ended December 31, 2008 and subsequent SEC filings, and Monogram’s Annual Report on Form 10-K for the year ended December 31, 2008 and subsequent SEC filings. |
Tender Offer Information This presentation is neither an offer to purchase nor a solicitation of an offer to sell shares of Monogram common stock. LabCorp and Mastiff Acquisition Corp. have filed a tender offer statement on Schedule TO and related materials with the U.S. Securities and Exchange Commission (SEC) and Monogram has filed 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 (AS SUCH DOCUMENTS HAVE BEEN AMENDED AND SUPPLEMENTED FROM TIME TO TIME), BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ PRIOR TO MAKING A DECISION TO TENDER SHARES. These documents are 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 stockholders and all others. |
The June 23 Announcement LabCorp Enters Definitive Agreement to Acquire Monogram Acquisition Price of $4.55 per Share in All Cash Transaction LabCorp to Strengthen Leadership in Infectious Disease and Oncology and Advance Personalized Medicine Strategy |
Acquisition Process Acquisition of Monogram for $4.55 in cash per share through “tender offer” and “merger” Tender Offer This is an offer by LabCorp to buy all the shares of outstanding stock of Monogram Stockholders can accept the offer and “tender” their shares to LabCorp When enough (approx 60%) shares are tendered, subject to satisfaction of the other tender offer conditions, LabCorp will buy them and the tender will close Merger After the tender closes, then there will be a “merger” to merge Monogram into a subsidiary of LabCorp to complete the acquisition of Monogram |
Acquisition Process LabCorp launched tender offer July 1 Tender period is 20 business days and ends at midnight on July 29 This may be extended in certain circumstances Note that eTrade needs instructions by July 27 Timing of when the merger will be completed depends on how many shares are tendered |
Key Documents Two detailed disclosure documents mailed to all stockholders LabCorp’s “Offer to Purchase” (OTP) Contains the full details of LabCorp’s offer Monogram’s Schedule 14D-9 (14D) Contains Monogram’s response and recommendation by the board of directors to accept the offer |
When would I get paid for my shares? Assuming the tender and the merger both close: If you tender Proceeds for stock owned will be paid promptly after the closing of the tender If you do not tender Proceeds for stock owned will be paid promptly following your surrender of your shares to the paying agent for the merger following the closing of the merger Regardless of whether you tender or not Stock Options will be cashed out at the closing of the merger Note: the check may be received by you following the closing of the tender or merger, as applicable |
Next Steps and Logistics Stock held in “certificate” form Stock held in a brokerage account (e.g E*Trade) Stock held in a 401k account Stock options |
Stock Held in Certificate Form What is this? Stock for which you have a physical stock certificate Generally stock issued prior to the IPO on exercise of options NOT shares held at e*trade from ESPP or option exercises since the IPO If you did not exchange your stock certificate in connection with prior stock splits, the adjustment to your stock certificate will be made in connection with the tender/merger Mailing to your address OTP and 14D Blue “Letter of Transmittal” form Action required if you want to tender Complete and sign the blue letter of transmittal Either use the envelope provided or drop off with Jeni and we’ll fed ex What happens if you don’t tender? Assuming the tender and the merger both close, a similar process will apply in order to receive payment following the closing of the merger |
Stock Held at E*Trade What is this? Generally stock issued since the IPO on exercise of options or through the ESPP Mailing to your address OTP and 14D White one-page letter Action required if you want to tender Go online at www.reorgaction.com and use the “control number” in a shaded box at the lower right hand section of the form This is a very simple online process What happens if you don’t tender? Assuming the tender and the merger both close, a similar process will apply in order to receive payment following the closing of the merger |
Cover Letter from E*Trade www.reorgaction.com “Control Number” |
401K The Trustees of the 401(k) Plan will tender the shares to LabCorp if if you you direct direct them them to do so. Shares will be cashed out within your 401(k) account – there is no distribution from your 401(k) and no tax consequence. Proceeds, following the closing of the tender or, if you did not direct the Trustees to tender the shares, following the closing of the merger, will be invested by Merrill Lynch in the GoalManager Moderate-to-Aggressive portfolio. Action required: Regarding the tender – if desired, instruct the Trustees to tender your shares. A mailing will be going out shortly requesting your instructions. If you do not instruct the Trustees to tender your shares, after the merger, log on to your Merrill Lynch 401(k) account IF you desire to make a different investment decision with regards to the cash received in the transaction. |
Stock Options All stock options will vest at the closing of the merger, not the closing of the tender Following the closing of the merger, employees will receive a check for the excess, if any, of $4.55 over the exercise price A formal Notice has been sent out to all option holders setting out the full details of this Generally the only options that apply are: Monogram options granted in January 2009 Certain ACLARA options where the CVR amount effectively reduces the exercise price Action required: None regarding the tender Verify the address on your ADP paystub – that is where the check will be mailed by LabCorp at the closing of the merger |
Taxes In general, the receipt of cash in exchange for stock/stock options in the offer or the merger will be a taxable transaction for U.S. federal income tax purposes. Cash out of options will result in taxable ordinary income which will be subject to withholding for federal and state income and employment taxes. Check with your tax advisor |
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