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National Health Laboratories Inc – ‘10-Q’ for 3/31/94 – EX-20

As of:  Tuesday, 5/10/94   ·   For:  3/31/94   ·   Accession #:  832427-94-14   ·   File #:  1-10740

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  As Of                Filer                Filing    For·On·As Docs:Size

 5/10/94  National Health Laboratories Inc  10-Q        3/31/94    6:281K

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
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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
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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
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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
This ‘10-Q’ Filing    Date First  Last      Other Filings
Filed on:5/10/94None on these Dates
For Period End:3/31/94
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Filing Submission 0000832427-94-000014   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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