FOR IMMEDIATE RELEASE:
February 11, 2000
Contacts: Kurt Gruenbacher, 913-577-1445
Peter Wilkinson, 913-577-1333
LabOne ADOPTS SHAREHOLDER RIGHTS PLAN
LENEXA, KANSAS -- LabOne, Inc. (Nasdaq NMS: LABS) announced today that its board
of directors has adopted a shareholder rights plan. The rights plan replaces and
modernizes a shareholder rights plan which was adopted by the corporation in
1988 and expired in 1998.
In conjunction with the rights plan, the board of directors has declared a
dividend of one Preferred Stock Purchase Right for each outstanding share of
Common Stock. The dividend will be distributed on February 25, 2000 to
shareholders of record as of the close of business on that date.
The board of directors adopted the rights plan in order to insure, to the extent
possible, that all shareholders receive fair and equal treatment in the event of
a proposed takeover, and to protect the company and its shareholders from
abusive acquisition tactics and inadequate or coercive takeover bids. The rights
plan was not adopted in response to any specific effort to acquire the company.
The rights plan is similar to plans adopted by many other companies.
W. Thomas Grant II, chairman, president and CEO of LabOne stated, "The board of
directors believes that the shareholder rights plan provides an effective and
reasonable means of preserving for the company's shareholders the long-term
value of the company in the event of an attempted takeover. The rights plan will
not prevent an appropriate transaction that the board of directors believes is
in the best interests of shareholders."
The distribution of rights is not taxable to the company or the shareholders.
Until the rights become exercisable, the rights will not be represented by
separate certificates and will trade with the company's common stock.
Subject to certain exceptions, the rights will be exercisable only if a person
or group acquires 15 percent or more of outstanding LabOne Common Stock or
announces a tender or exchange offer which would result in ownership of 15
percent or more of the Common Stock. The rights plan provides with respect to
the W.T. Grant family that the rights will be exercisable only if members of the
Grant family become the owners of 20 percent or more of outstanding LabOne
Common Stock, excluding ownership of shares or other securities acquired by
members of the Grant family pursuant to certain employee or director benefit
plans on or after February 11, 2000. The Grant family currently owns
approximately 17.4 percent of outstanding shares.
Each right will initially entitle the holder to purchase one one-hundredth of a
newly issued share of Series A Preferred Stock of the company at an exercise
price of $50.00, subject to adjustment. If a person or group acquires 15 percent
or more of the outstanding stock, each holder of a right, other than the
acquiring persons, will no longer have the right to purchase Preferred Stock,
but will instead have the right to purchase a number of shares of LabOne Common
Stock at half of the market price of those shares. In the event of a subsequent
merger or other business combination transaction, each holder of a right will be
entitled to purchase shares of common stock of the acquiring entity at half of
the market price of those shares.
The company's board of directors will be entitled to redeem the rights for $.01
per right at any time prior to a person or group exceeding the ownership limits
in the rights plan. The rights will expire in 10 years, unless earlier redeemed
or exchanged by the company.
The company will file with the Securities and Exchange Commission a Current
Report on Form 8-K describing the rights plan. The Form 8-K will include a copy
of the Rights Agreement containing the full text of the rights plan as an
exhibit. A summary of the terms of the rights plan will be mailed to each
shareholder of record of LabOne as of the close of business on February 25,
2000.
About the company
LabOne is a national laboratory company with three operating divisions: risk
appraisal testing and related services for insurers (Insurance Services
Division), healthcare-related testing for managed care organizations, physicians
and insured members (Healthcare Division), and drug testing for employers
(Substance Abuse Testing Division). The company's web site is located at
www.LabOne.com.
Forward-Looking Statements
This press release may contain "forward-looking statements," as well as
historical information. Forward-looking statements include projections,
statements of plans and objectives, statements of future economic performance
and statements of assumptions underlying such statements. Forward-looking
statements involve known and unknown risks and uncertainties. Many factors could
cause actual results to differ materially from those that may be expressed or
implied in such forward-looking statements, including, but not limited to, the
volume and pricing of laboratory tests performed by the Company, competition,
the extent of market acceptance of the Company's testing services in the
healthcare and substance abuse testing industries, general economic conditions
and other factors detailed from time to time in the Company's reports and
registration statements filed with the Securities and Exchange Commission.
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