SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
DYNACARE INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
The following communication was distributed by Dynacare Inc. to certain of its
physicians and clients on May 10, 2002.
TO: OUR PHYSICIANS AND CLIENTS
FROM: GAMMA-DYNACARE MEDICAL LABORATORIES
May, 2002
DYNACARE JOINS LABCORP
On May 9th, 2002 Dynacare announced that Laboratory Corporation of America
(LabCorp) the second largest diagnostic laboratory in North America has entered
into a definitive agreement to acquire all outstanding Dynacare shares.
The acquisition will not change Dynacare's day-to-day operations in Canada.
Dynacare's Partnerships - Gamma-Dynacare Medical Laboratories in Ontario and
Dynacare Kasper Medical Laboratories (DKML) in Alberta, will remain unchanged
and the existing management teams will be retained to exercise control over the
company's operations in Canada.
As a result of this agreement, Dynacare through its Canadian partnerships will
be able to bring advance technologies and resources, as well as strengthened and
capabilities to Canada.
"Dynacare remains committed to staying on the cutting edge of diagnostic
services in Canada," said Dynacare President and CEO Harvey Shapiro. "LabCorp is
making this investment in Dynacare because they know we are a quality
operation."
LabCorp is one of the world's largest clinical laboratory providers, with no
presence in Canada until today. With annual revenues of approximately $2.2
billion dollars U.S. LabCorp performs more than 2 million tests per day and is
recognized as an industry leader in introducing new diagnostic technologies.
Given that LabCorp is the first U.S. clinical lab company to fully embrace
genomic testing, the economies of scale are now in place for Dynacare and its
partners to adopt technological innovations as soon as they emerge.
Lab Corp has built a reputation for service and technology leadership. LabCorp
operates Centres of Excellence in the area of molecular biology, genetics,
substance abuse, and microbiology testing as well as a Centre for Esoteric
Testing. Dynacare believes that today's development will provide its Canadian
physicians and clients with value added services in all of these areas.
Gamma-Dynacare now will be even more capable of fulfilling its mission, "Caring
for People", by providing more sophisticated laboratory services, information
management and laboratory related products. We, the management of Gamma-Dynacare
Medical Laboratories and will continue to respond to all your needs with
flexible responsible service, enhanced relationships, and reliable diagnostic.
Security holders of Dynacare Inc. are urged to read the proxy statement
regarding the Plan of Arraugement when it is finalized and distributed to
security holders because it will contain important information for making an
informed decision. The definitive proxy statement will be filed with the U.S.
Securities and Exchange Commission (the "SEC') by Dynacare, and security holders
may obtain a free copy of such proxy statement when it becomes available, and
other documents filed with the SEC by Dynacare, at the SEC's website at
www.sec.gov. The definitive proxy statement, when it becomes available, and
other documents filed by Dynacare, may also be obtained free of charge by
directing a request to Dynacare Inc., 14900 Landmark Boulevard, Suite 200,
Dallas, Texas 75254, attention: Zbig S. Biskup, Executive Vice President and
Chief Financial Officer and Secretary
Dynacare and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the security holders of
Dynacare in favor of the transaction. The directors and executive officers of
Dynacare and their beneficial ownership of Dynacare common stock as of April 15,
2002 are set forth in the proxy statement for the 2002 annual meeting filed by
Dynacare on April 30, 2002. Security holders of Dynacare may obtain additional
information regarding the interests of such participants by reading the
definitive proxy statement when it becomes available.
2