Get Started for Free Contexxia identifies hard-to-find pieces of information in SEC filings. No more highlighters, no more redlining, no more poring over huge documents. SEQUENOM INC (1076481) 10-Q published on Aug 05, 2016 at 4:45 pm
Reporting Period: Jun 29, 2016
On July 26, 2016, the Company entered into an Agreement and Plan of Merger, or Merger Agreement, with Laboratory Corporation of America Holdings, a Delaware corporation, or Parent, and Savoy Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent, or Purchaser. Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Purchaser will commence a tender offer, or Offer, no later than August 9, 2016, to acquire all of the outstanding shares of common stock of the Company, $0.001 par value per share, including the associated preferred stock purchase rights, or Rights, issued under the Rights Agreement, dated March 3, 2009, as amended, between the Company and American Stock Transfer & Trust Company, LLC, as rights agent (such Rights, together with the shares of Company common stock, the “Shares”), at a purchase price of $2.40 per Share in cash, or the Offer Price, without interest, subject to any required withholding of taxes. Following the completion of the Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Purchaser will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent, or the Merger. The Merger Agreement also includes customary termination provisions for both the Company and Parent and provides that, in connection with the termination of the Merger Agreement under specified circumstances, including termination by the Company to accept and enter into a definitive agreement with respect to an unsolicited superior offer, the Company will be required to pay a termination fee of $10.6 million (the “Termination Fee”). Refer to “Note 9 - Subsequent Events” for additional details.
On July 26, 2016, we entered an Agreement and Plan of Merger, or Merger Agreement, with Laboratory Corporation of America Holdings, a Delaware corporation, or Parent, and Savoy Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent, or Purchaser. Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Purchaser will commence a tender offer, or Offer, no later than August 9, 2016 to acquire all of the outstanding shares of our common stock, including the associated preferred stock purchase rights, or Rights, issued under the Rights Agreement, dated March 3, 2009, as amended, between us and American Stock Transfer & Trust Company, LLC, as rights agent, (such Rights, together with the shares of our common stock, the “Shares”), at a purchase price of $2.40 per Share in cash, or the Offer Price, without interest, subject to any required withholding of taxes. Following the completion of the Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Purchaser will merge with and into us, with us surviving as a wholly-owned subsidiary of Parent, or the Merger.
Each of our Stock Options that is outstanding as of immediately prior to the Effective Time and held by an individual who, as of the Effective Time, is our active employee, director or consultant, shall accelerate and become fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time. As of the Effective Time each Stock Option that is then outstanding and unexercised shall be cancelled and converted into the right to receive cash (without interest) in an amount equal to the product of (i) the total number of Shares subject to the vested portion of such Stock Option immediately prior to the Effective Time (taking into account any acceleration of vesting), multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per Share under such Stock Option. No holder of a Stock Option that has an exercise price per Share that is equal to or greater than the Merger Consideration shall be entitled to any payment with respect to such cancelled Stock Option before or after the Effective Time.
The obligation of Purchaser to purchase Shares tendered in the Offer is subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and that the number of Shares tendered in the Offer, considered together with all other Shares (if any) otherwise owned by Purchaser, must represent one more than 50% of the total number of Shares outstanding at the time of the consummation of the Offer. Neither we, Parent nor Purchaser can assure you that the Offer will be consummated. In the event that the Offer and Merger is not consummated, we will be subject to significant costs, including legal, accounting and advisory fees related to the Offer and the Merger, which must be paid even if the Offer is not completed. If the Offer is not consummated, the market price of our common stock may decline to the extent that the current market price of our common stock reflects a positive market assumption that the Merger will be completed. In addition, if the Offer is not completed, we may fail to retain key employees who have sought and obtained different employment in anticipation of the Offer and Merger being completed.