EXHIBIT 99.2
LABCORP LOGO
Laboratory Corporation of America(R) Holdings
358 South Main Street
Burlington, NC 27215
Telephone: 336-584-5171
FOR IMMEDIATE RELEASE
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Contact: 336-436-4855 Shareholder Direct: 800-LAB-0401
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Pamela Sherry
www.labcorp.com
Investor@labcorp.com
Dynacare Inc.
972-387-3200
(i) Zbig Biskup
Zbiskup@dynacare.com
LABORATORY CORPORATION OF AMERICA(R)ANNOUNCES DEFINITIVE
AGREEMENT TO ACQUIRE DYNACARE INC.
Burlington, NC, and Dallas, TX, May 9, 2002 -- Laboratory Corporation of
America(R) Holdings (LabCorp(R)) (NYSE: LH), a national clinical laboratory with
2001 revenues of $2.2 billion, and Dynacare Inc. (Nasdaq: DNCR; TSE: DNA), a
leading independent provider of laboratory testing in North America, today
announced that they have entered into a definitive agreement under which LabCorp
will acquire all of the outstanding shares of Dynacare for approximately $480
million in cash and stock. In addition, LabCorp will assume approximately $205
million in Dynacare debt in conjunction with the closing of the transaction.
The acquisition is anticipated to be immediately accretive to LabCorp's EPS in
2002, and to adjusted earnings before interest, taxes, depreciation and
amortization (EBITDA) in the first full year. LabCorp expects to realize an
estimated $45 million in annual cost savings synergies by year-end 2004.
Under the terms of the agreement, which was unanimously approved by the boards
of both companies, LabCorp will acquire 100 percent of the outstanding shares of
Dynacare common stock for $23.00 per share pursuant to a Plan of Arrangement
under Canadian Law. Under the Plan of Arrangement, each outstanding share of
Dynacare common stock will be exchanged for $11.50 in cash and 0.1164 shares of
LabCorp common stock. LabCorp will issue approximately 2.4 million new common
shares in connection with the transaction, based on Dynacare's approximately
20.9 million diluted shares outstanding. The cash component of the transaction
will be funded by a combination of cash on hand, borrowings under LabCorp's
existing credit facility and a new bridge loan facility.
Under separate agreements, Dynacare's two largest shareholders and certain
officers and directors, who hold in the aggregate 48.2 percent of Dynacare's
outstanding common stock, will irrevocably undertake to vote their shares in
favor of the Plan of Arrangement and, under certain circumstances, sell their
shares to LabCorp if the Agreement is terminated or the Arrangement does not
close. The offer and the merger are conditioned on, among other things, a
favorable vote by the holders of two-thirds of Dynacare's outstanding common
shares and regulatory approvals in the U. S. and Canada.
...
Dynacare, with 24 central laboratories, two esoteric laboratories, 115 rapid
response labs and 302 patient service centers, provides clinical laboratory
testing services in 21 states and two Canadian provinces. Dynacare, a portfolio
company of private equity firm GTCR Golder Rauner, L.L.C., had 2001 revenues of
approximately $238 million (based on U.S. GAAP) and has approximately 6,300
employees.
"We are excited to have reached an agreement with Dynacare," said Thomas P. Mac
Mahon, LabCorp chairman and chief executive officer. "This transaction will
enable LabCorp to provide more physicians and their patients with improved
access to an expanded menu of leading-edge testing technologies. The merger will
also expand our ability to service managed care and hospital customers and to
achieve greater operating efficiencies. Clearly, the combination with Dynacare
will help us achieve this objective."
Mr. Mac Mahon also said, "We are pleased that Harvey A. Shapiro, chairman and
chief executive officer of Dynacare, has agreed to remain with the Company and
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become president of the Canadian operations, in addition to participating in the
integration of the two companies."
Mr. Shapiro said, "We are very excited about the opportunities this combination
presents and believe this transaction offers our shareholders fair value for
their Dynacare investment. Further, joining the strengths of Dynacare and
LabCorp will create a more dynamic company in a swiftly changing and ever more
demanding health care marketplace."
Dynacare has also announced the termination of its joint ventures in Pittsburgh,
PA and Schenectady, NY. These terminations are expected to result in an after
tax charge of approximately $4.7 million in Dynacare's second quarter.
LabCorp will host a conference call with investors to discuss the transaction on
May 9, 2002 at 9:00 A.M. ET. A live web cast of the call will be available
online at www.labcorp.com or at www.streetevents.com beginning at 9:00 A.M. ET,
with an online rebroadcast continuing through May 24, 2002. The live call at
9:00 A.M. is also available in a listen-only mode by dialing 212-346-6440. A
telephone replay of the call will be available through May 16, 2002, and can be
heard by dialing 800-633-8284 (858-812-6440 for international callers). The
access code for the replay is 205-91-655.
About Dynacare
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Through its integrated network of regional laboratory operations, Dynacare
provides innovative and trusted clinical laboratory services to its clients,
their patients and professional partners. Dynacare provides laboratory services
in 21 U.S. states and is a leading provider of laboratory services in Canada.
Further information about Dynacare can be obtained from the Company's web site
at www.dynacare.com.
About LabCorp
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The first national clinical laboratory to fully embrace genomic testing,
Laboratory Corporation of America(R) Holdings (LabCorp(R)) has been a pioneer in
commercializing new diagnostic technologies. As a national laboratory with
annual revenues of $2.2 billion in 2001 and over 19,000 employees, the Company
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offers more than 4,000 clinical tests ranging from routine analyses to
sophisticated molecular diagnostics. Serving over 200,000 clients nationwide,
LabCorp combines its expertise in innovative clinical testing technology with
its Centers of Excellence. The Center for Molecular Biology and Pathology, in
Research Triangle Park, North Carolina, offers state-of-the-art molecular
gene-based testing in infectious disease, oncology and genetics. Its National
Genetics Institute in Los Angeles is an industry leader in developing novel,
highly sensitive polymerase chain reaction (PCR) methods for testing hepatitis C
and other blood borne infectious agents. LabCorp's Minneapolis-based ViroMed
offers molecular microbial testing using real time PCR platforms, while its
Center for Esoteric Testing in Burlington, North Carolina, performs the largest
volume of specialty testing in the network. LabCorp's clients include
physicians, state and federal government, managed care organizations, hospitals,
clinics, pharmaceutical and Fortune 1000 companies, and other clinical
laboratories.
For LabCorp Investors
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Each of the above forward-looking statements is subject to change based on
various important factors, including without limitation, competitive actions in
the marketplace and adverse actions of governmental and other third-party
payors. Further information on potential factors that could affect LabCorp's
financial results is included in the Company's Form 10-K for the year ended
December 31, 2001 and subsequent SEC filings.
For Dynacare Investors
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This press release may contain "forward-looking statements" within the meaning
of Section 21E of the Securities Exchange Act of 1934. When used in this press
release, the words "may," "could," "should," "would," "believe," "anticipate,"
"estimate," "expect," "intend," "plan" and similar expressions or statements
regarding future periods are intended to identify forward-looking statements.
All forward-looking statements are inherently uncertain as they are based on
various expectations and assumptions concerning future events, which by their
nature involve substantial risks and uncertainties beyond Dynacare Inc.'s
control. Dynacare Inc. undertakes no obligation to update or revise any
forward-looking statement for events or circumstances after the date on which
such statement is made. Dynacare Inc. cannot assess the impact of or the extent
to which any single factor or risk, or combination of them, may cause actual
results to differ materially from those contained in any forward-looking
statements. For a more complete discussion of risk factors, please see Dynacare
Inc.'s filings with the Securities and Exchange Commission, including its Annual
Report on Form 10K for the year ended December 31, 2001.
Security holders of Dynacare Inc. are urged to read the proxy statement
regarding the proposed Plan of Arrangement 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
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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 it 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.
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