Quarterly Report — Form 10-Q
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-Q 10-Q for the Quarter Ended March 31, 1994 14 56K
2: EX-2 Exhibit 2 Agreement and Plan of Merger 63 236K
3: EX-10 Exhibit 10 Revolving Credit Agreement 37 92K
4: EX-20 Exhibit 20 Press Release Dated May 4, 1994 4 12K
5: EX-99 Exhibit 99(A) Stock Option Agreement 13 38K
6: EX-99 Exhibit 99(B) Stock Option Agreement 13 39K
EX-20 — Exhibit 20 Press Release Dated May 4, 1994
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EXHIBIT 20
FOR IMMEDIATE RELEASE
NATIONAL HEALTH LABORATORIES SIGNS
DEFINITIVE MERGER AGREEMENT
WITH ALLIED CLINICAL LABORATORIES
NHL to Make All-Cash Offer for All Outstanding Common
Shares, At $23 Per Share
NHL Authorizes New Stock Repurchase Program and Discontinues
Dividend
La Jolla, CA, May 4, 1994 -- National Health
Laboratories Incorporated (NYSE: NH) and Allied Clinical
Laboratories, Inc. (NASDAQ: ACLB) announced today that they
have entered into a definitive agreement for NHL to acquire
Allied. Under the agreement, which was unanimously approved
by the Boards of Directors of both companies, a subsidiary
of NHL will commence a cash tender offer for all shares of
Allied common stock for $23 per share. Any shares not
tendered and purchased in the offer will be exchanged for
$23 in cash in a second-step merger. Allied has
approximately 8,400,000 shares outstanding.
The offer and the merger are subject, among other
things, to the purchase in the offer of 4,845,000 Allied
shares and the expiration of all waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act. The offer is
not subject to financing, a commitment for which has been
obtained from Citibank. It is currently intended that the
offer will commence on Monday, May 9.
"We are extremely pleased that we have reached an
agreement with Allied," said James R. Maher, Chief Executive
Officer of NHL. "This transaction will strengthen NHL's
competitive position in the consolidating clinical lab
testing industry. The merger will broaden our presence in
the marketplace, deepen our penetration of the managed-care
and hospital segments of our business and achieve greater
operating efficiencies. In our industry, firms with a
national presence and economies of scale are best prepared
to take advantage of long-term growth opportunities.
Clearly, the merger with Allied will help us achieve this
objective."
Mr. Maher also said that it is anticipated that
Haywood D. Cochrane, Jr., Allied's President and Chief
Executive Officer, will become NHL's Vice Chairman when the
transaction is completed. "We are gratified that Haywood
has agreed to join the new company," Mr. Maher said.
"Initially, he will be responsible for integrating the
operations of the two companies and for NHL's ongoing
acquisition program. Haywood offers a tremendous depth of
experience in the laboratory business and will be invaluable
to us as we work together and continue building one of the
outstanding companies in the business."
Mr. Cochrane said, "We believe this transaction offers
our shareholders fair value for their Allied investment.
Further, joining the strengths of Allied and NHL will give
the new company a significantly improved position in the
marketplace and enhance our ability to offer high-quality,
sophisticated testing services at competitive pricing."
NHL Discontinues Dividend To Support Acquisition Strategy
In order to increase its flexibility with regard to both its
acquisition strategy and stock repurchase program, NHL also
said it is discontinuing divided payments for the
foreseeable future. The company will terminate its current
10 million share repurchase program, under which the
company, to date, has repurchased 7.8 million shares, and
will establish a new $50 million stock repurchase program
through which NHL will acquire additional shares of the
company's common stock from time to time on the open market.
"Our acquisition program continues to play a
significant role in our overall growth strategy," said
Mr. Maher. "We believe that the elimination of the dividend
is a sound strategic move. It will help us acquire other
high-quality clinical laboratory companies that will help
open new markets for NHL and solidify our position in
existing ones. At the same time, we will have greater
latitude with which to pursue a major stock repurchase
program."
NHL also announced that it has entered into agreements
with Mr. Cochrane and Warburg, Pincus Capital Company, L.P.,
under which NHL has the option to purchase from such
stockholders an aggregate amount of approximately 2,751,000
shares of Allied common stock at $23 per share.
NHL's financial advisor is Morgan Stanley & Co.
Incorporated, which will act as the dealer manager for the
offer. Alex. Brown & Sons Incorporated is acting as the
financial advisor for Allied.
NHL had 1993 net sales of $760.5 million. The company
owns and operates 15 regional laboratories and an esoteric
reference laboratory in Nashville, which offers highly
specialized tests to hospitals and other providers. NHL is
one of the leading clinical laboratory companies in the
United States, providing testing services primarily to
physicians as well as to hospitals, clinics, nursing homes
and other clinical laboratories in 44 states.
Allied had 1993 sales of $163.0 million. Allied
provides testing services to physicians, hospitals, clinics
and other health care providers through a national network
of 12 regional laboratories, one of which services as a
reference laboratory and one of which services as an
anatomical testing laboratory. The company supports its
regional laboratories through approximately 230 other
services sites. Through its Contract Management Services
Division, the company has contracted with approximately 70
health care entities, including multispecialty clinics,
PPO networks and a staff model IIMO to provide a variety of
management services for their on-site laboratories,
including both clinical and anatomical testing as well as
pathology consultation and laboratory direction.
# # #
CONTACT: National Health laboratories
Walter G. Montgomery
212-484-6721
Allied Clinical Laboratories
Gerard M. Hayden, Jr.
615-320-2648
Dates Referenced Herein
| Referenced-On Page |
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| This ‘10-Q’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 5/10/94 | | | | | | | None on these Dates |
| | 5/4/94 | | 1 |
| For Period End: | | 3/31/94 |
| List all Filings |
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