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LabCorp Completes Acquisition of Monogram


By Turna Ray

Laboratory Corporation of America has exercised a “top-up” option under the terms of its agreement to acquire Monogram Biosciences that allowed for a short-form merger of the two firms this week without having to meet with Monogram stockholders.

LabCorp completed the $107 million acquisition of Monogram on Aug. 4 following a cash tender offer for 21,481,203 shares of Monogram stock, or around 93 percent of outstanding shares, at $4.55 per share. The remaining shares were converted into the right to receive $4.55 per share in cash.

As a result of the acquisition, Monogram became a wholly owned subsidiary of LabCorp, and Monogram shares ceased to be traded on the Nasdaq Global Market.

When LabCorp in June first announced its plans to acquire Monogram, the tender offer was set to expire at the end of the day on July 29 [see PGx Reporter 06-24-2009]. LabCorp extended that deadline until Aug. 3, in order to "allow for the public disclosure of amendments to [its] offer to purchase.”

Following the acquisition announcement, two law firms — Levi & Korsinsky and Law Offices of Howard G. Smith — announced they were investigating Monogram's board of directors on behalf of shareholders "for possible breaches of fiduciary duty and other violations of state law in connection with their attempt to sell the company" to LabCorp.

However, last week, LabCorp and Monogram announced they had agreed "in principle" with Monogram shareholders to dismiss the suits. As part of the settlement conditions, Monogram agreed "to provide additional disclosures" to shareholders regarding LabCorp's acquisition offer [see PGx Reporter 07-29-2009].

Monogram specializes in developing pharmacogenomic assays, such as Trofile, which is a companion diagnostic for Pfizer's HIV drug maraviroc (Selzentry).