SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
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 Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
DIANON Systems, Inc.
---------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Laboratory Corporation of America Holdings
---------------------------------------------------------------------------
(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)(4) 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 0-11:1/
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
1/ Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ]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:
-----------------------------------------------------------------------
Notes:
--------------------------------------------------------------------
Laboratory Corporation of America-Registered Trademark- Holdings
358 South Main Street
Burlington, NC 27215
Telephone: 336-584-5171
FOR IMMEDIATE RELEASE
LabCorp Contact: 336-436-4855
Pamela Sherry
Investor@labcorp.com
LabCorp Shareholder Direct: 800-LAB-0401
www.labcorp.com
DIANON Contact: Kevin C. Johnson
203-381-4000
johnsk@DIANON.com
LABORATORY CORPORATION OF AMERICA-REGISTERED
TRADEMARK- ANNOUNCES DEFINITIVE AGREEMENT TO
ACQUIRE DIANON SYSTEMS, INC.
Burlington, NC and Stratford, CT, November 11, 2002 -
Laboratory Corporation of America-Registered Trademark-Holdings
(LabCorp-Registered Trademark-) (NYSE: LH) and DIANON
Systems, Inc. (NASDAQ: DIAN), a leading provider of cancer and
genomic diagnostic services, today announced that they have entered
into a definitive agreement under which LabCorp will acquire all of
the outstanding shares of DIANON for $47.50 per share in cash. The
transaction, which is subject to DIANON shareholder and regulatory
approval, is expected to close in the first quarter of 2003.
The acquisition is anticipated to be accretive to LabCorp's 2003
diluted earnings per share by approximately $0.05. LabCorp expects
to realize an estimated $35 million in annual cost savings synergies
by year-end 2005.
Under the terms of the agreement, which was unanimously approved
by the boards of both companies, LabCorp will acquire DIANON
through a merger of a newly-formed wholly-owned subsidiary of
LabCorp with DIANON. In the merger, holders of DIANON
common stock will receive $47.50 per share, or approximately $598
million. DIANON currently has approximately 12.6 million fully
diluted shares outstanding. 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.
DIANON is a leading provider of anatomic pathology and oncology
testing services in the U.S., with a focus on the outpatient market.
Approximately 1,100 employees process more than 8,000 samples
per day in one main testing facility and four regional labs. DIANON
had 2001 revenues of approximately $126 million, and revenues of
approximately $141 million for the nine-month period ended
September 30, 2002.
"We are truly excited to have reached an agreement with this
premier oncology testing laboratory," said Thomas P. Mac Mahon,
LabCorp's chairman and chief executive officer. "The proposed
acquisition of DIANON is a key part of LabCorp's strategy to be a
leading cancer diagnostic laboratory in North America offering the
most innovative technologies available. This strategy is clearly
supported by DIANON's talented managers and employees, who
have substantial testing expertise, sales capabilities and skill in the
development of novel reporting formats."
"More and better cancer diagnostics will continue to have a profound
impact on patient care in the coming years," continued Mr. Mac
Mahon. "Combining LabCorp and DIANON will improve access to
today's valuable cancer testing methods. The combination will also
create a company well positioned to offer innovative new genomic
tests for cancer through its partnerships with technology leaders such
as Myriad Genetics, Inc., EXACT Sciences Corporation, Celera
Diagnostics and Correlogics Systems, Inc."
"We are pleased to announce a transaction with a company that has
been a pioneer in bringing leading-edge technologies to the market,"
said Kevin C. Johnson, DIANON's chairman, president and chief
executive officer. "LabCorp's focus on cancer diagnostics and its
vast capabilities in specialized testing will help ensure that our
customers continue to receive the very best in testing services.
Opportunities for employees will be available as part of a stronger,
more competitive company."
LabCorp will host a conference call with investors to discuss the
transaction on November 11, 2002 at 11:00 A.M. ET. A live webcast
of the call will be available online at www.labcorp.com or at
www.streetevents.com beginning at 11:00 A.M. ET, with an
online rebroadcast continuing through December 11, 2002. The live
call at 11:00 A.M. is also available in a listen-only mode by dialing
212-896-6075. A telephone replay of the call will be available
through November 18, 2002, and can be heard by dialing 800-633-
8284 (402-977-9140 for international callers). The access code for
the replay is 210-33-171.
Analysts and investors are also directed to the home page of
LabCorp's website, www.labcorp.com , where additional
information on the DIANON transaction will be posted. This
supplemental information will be filed as an 8-K with the SEC as
soon as the SEC reopens following the Veteran's Day federal
holiday.
About DIANON
DIANON provides a full line of anatomic and molecular pathology
testing services and the CarePath-Trademark- Health Information
Service, which provides personalized, diagnosis-specific information
to physicians and their patients at critical moments in the healthcare
process. DIANON has more than 650 managed care contracts and
over 14,500 physician customers use DIANON's services, including
5,000 of the country's 7,500 urologists. The company has labs in
Connecticut, New York, Florida, Texas and Oklahoma, along with a
centralized specimen processing center in Ohio. Further
information about DIANON can be obtained from the Company's
web sites at www.DIANON.com or www.carepathonline.com.
About LabCorp
The first national clinical laboratory to fully embrace genomic
testing, Laboratory Corporation of America-Registered Trademark-
Holdings (LabCorp-Registered Trademark-) has been a pioneer in
commercializing new diagnostic technologies. As a national
laboratory with annual revenues of $2.2 billion in 2001 and over
25,000 employees, the Company offers more than 4,000 clinical tests
ranging from routine analyses to sophisticated molecular diagnostics.
Serving over 200,000 clients throughout North America, 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
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. Actual results could
differ materially from those suggested by these forward-looking
statements. 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 DIANON Investors
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 DIANON Systems, Inc.'s control. DIANON Systems, 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. DIANON Systems, 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 DIANON Systems, Inc.'s filings
with the Securities and Exchange Commission, including its Annual
Report on Form 10K for the year ended December 31, 2001.
DIANON will file a proxy statement and DIANON and LabCorp
will file other relevant documents with the SEC concerning the
proposed merger of a wholly-owned subsidiary of LabCorp with
and into DIANON. INVESTORS ARE URGED TO READ THE
PROXY STATEMENT WHEN IT BECOMES AVAILABLE
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. You will be able to obtain the documents free
of charge at the website maintained by the SEC at www.sec.gov.
In addition, you may obtain documents filed with the SEC by
LabCorp free of charge by requesting them in writing from
LabCorp at 430 South Spring Street, 1st Floor, Burlington,
North Carolina 27215, Attention: Investor Relations, or by
telephone at (336) 229-1127. You may obtain documents filed
with the SEC by DIANON free of charge by requesting them in
writing from DIANON, 200 Watson Boulevard, Stratford,
Connecticut 06615, Attention: Secretary, or by telephone at
(203) 381-4055.
LabCorp and DIANON, and their respective directors and
executive officers, may be deemed to be participants in the
solicitation of proxies from the stockholders of DIANON in
connection with the merger. Information about the directors and
executive officers of LabCorp and their ownership of LabCorp
shares is set forth in the proxy statement for LabCorp's 2001
annual meeting of shareholders filed with the SEC on April 15,
2002. Information about the directors and executive officers of
DIANON and their ownership of DIANON stock is set forth in
the proxy statement for DIANON's 2002 annual meeting of
stockholders filed with the SEC on July 1, 2002. Investors may
obtain additional information regarding the interests of such
participants by reading the proxy statement when it becomes
available.
- 2 -
- more -