Conversion Right Triggered for LabCorp’s Zero Coupon Convertible
Subordinated Notes Due 2021
BURLINGTON, N.C. -- October 1, 2013
Laboratory Corporation of America^® Holdings (LabCorp^®) (NYSE: LH) announced
today that its Zero Coupon Convertible Subordinated Notes due 2021 (Zero
Coupon Notes) may be converted as set forth below.
The Zero Coupon Notes are convertible into cash and Common Stock of LabCorp,
if any, subject to the terms of the Zero Coupon Notes and the Indenture, dated
as of October 24, 2006 between LabCorp and The Bank of New York Mellon, as
trustee (Trustee) and the conversion agent.
In order to exercise the option to convert all or a portion of the Zero Coupon
Notes, holders must validly surrender their Zero Coupon Notes at any time
during the calendar quarter through the close of business at 5:00 p.m., New
York City time, on Tuesday, December 31, 2013. The Trustee has informed
LabCorp that, as of this date, all custodians and beneficial holders of the
Zero Coupon Notes hold the Zero Coupon Notes through Depository Trust Company
(DTC) accounts and that there are no certificated Zero Coupon Notes in
non-global form. Accordingly, all Zero Coupon Notes surrendered for conversion
must be delivered through the transmittal procedures of DTC.
Should Zero Coupon Notes be converted, LabCorp would be required to pay
holders in cash for the accreted principal amount of the securities to be
converted, with the remaining amount, if any, to be satisfied with shares of
Common Stock. The shares required for settlement of the Zero Coupon Notes are
included in LabCorp’s computation of fully diluted earnings per share.
Laboratory Corporation of America^® Holdings, an S&P 500 company, is a pioneer
in commercializing new diagnostic technologies and the first in its industry
to embrace genomic testing. With annual revenues of $5.7 billion in 2012, over
34,000 employees worldwide, and more than 220,000 clients, LabCorp offers more
than 4,000 tests ranging from routine blood analyses to reproductive genetics
to companion diagnostics. LabCorp furthers its scientific expertise and
innovative clinical testing technology through its LabCorp Specialty Testing
Group: The Center for Molecular Biology and Pathology, National Genetics
Institute, ViroMed Laboratories, Inc, The Center for Esoteric Testing,
Litholink Corporation, Integrated Genetics, Integrated Oncology, Dianon
Pathology, Monogram Biosciences, Inc, Colorado Coagulation, Cellmark
Forensics, MedTox, and Endocrine Sciences. LabCorp conducts clinical trials
testing through its LabCorp Clinical Trials division. LabCorp clients include
physicians, government agencies, managed care organizations, hospitals,
clinical labs, and pharmaceutical companies. To learn more about our
organization, visit our Web site at: www.labcorp.com.
This press release contains forward-looking statements. Each of the
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, 2012, and subsequent SEC filings.
Laboratory Corporation of America^® Holdings
Stephen Anderson, 336-436-5076
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