425
Filed by Laboratory Corporation of America Holdings
pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended
Subject Company: Covance Inc.
Commission File No. for Registration Statement on Form S-4 333-200614
To: LabCorp & Covance Employees
From: Steve Anderson & Jared Freedberg
Subject:
LabCorp/Covance Weekly Integration Update
Date: 26 January 2015
Dear Colleagues,
The past few weeks have been filled with
activities as we continue to prepare for Day 1 and the integration of LabCorp and Covance. We remain committed to providing you with updates regarding the integration process and keeping you informed as it progresses through the close of the
transaction next month. This weeks update is set forth below.
RECENT NEWS
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The Core Integration Team met in Princeton, N.J., on January 20 and 21 to continue their work towards Day 1 readiness. The meeting was designed to allow the teams to identify important work streams which cross multiple
functional areas and require a coordinated effort. One of the critical outcomes from the meeting was our identification of these cross functional areas such as communications to key stakeholders including clients and employees, post-close
procurement decisions, and brand migration for LabCorps clinical trial and bioanalytical businesses. |
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The LabCorp-Covance Steering Committee continues to receive weekly updates concerning the key integration activities. This week, the updates were focused on Day 1 readiness, organizational structure, and
communications. The steering committee was pleased with the progress of the teams, but recognized that the integration is entering a crucial phase as we approach closing. In that regard, that committee requested that certain Core Integration Teams
provide detailed updates at the next Steering Committee meeting on February 2. |
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Communication to employees of LabCorp and Covance will continue to be a priority as we move through preparation for Day 1 and onto post-closing initiatives. The communications team will continue to provide updates through
each companys intranet. Employees will be able to find both new and archived information online throughout this process. At the end of last week, a fact sheet was posted, providing a snapshot view of each companys history, primary
business areas, and significant accomplishments. |
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The Core Integration Team is also turning its attention to client-directed messages, both written
and to be delivered through client-facing employees. These client messages will keep customers informed of relevant updates, help ensure a seamless continuation of business post-closing, and establish a platform for growth.
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Day 1 Expectations are an important element of our integration updates. The integration process takes considerable time, effort and coordination. Although our primary focus remains preparation for Day 1, we will
continue to provide updates and information through Days 30, 60, 90 and even 365 |
Q & A
Employee-submitted questions:
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What will the leadership structure of the combined company look like after the transaction closes? |
LabCorp Chairman and Chief Executive Officer Dave King will serve as CEO of the combined company. Joe Herring will serve as CEO of the Covance
drug development division of LabCorp; Joes primary responsibilities will be executing on the Covance growth plan and ensuring a smooth transition process to new leadership at an appropriate time. We are working diligently on other senior
leadership roles, as well as other important decisions with respect to reporting structure and internal systems, and we will provide updates as soon as possible.
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Covance 401(k) Savings Plan: Will employees receive a cash distribution for the Covance stock held in the Covance 401(k) Savings Plan? |
Each share of Covance stock held in the Covance Stock Fund in the Covance 401(k) Savings Plan at the time of closing will convert into $75.76
in cash and 0.2686 LabCorp shares. The LabCorp shares will be sold and the proceeds from the sale plus the cash received in the conversion will be allocated in accordance with participants current investment elections in accordance with the
Covance 401(k) Savings Plan as amended. These funds will remain in the Covance 401(k) Savings Plan until they are eligible for distribution. Additional information will be shared with employees as soon as it is available. Information on eligible
distributions from the Plan can be found in the Summary Plan Description by clicking here.
Stay tuned for next weeks update as we continue
the integration planning process. In the meantime, if you have questions, Covance employees should send them to LTQ@covance.com and LabCorp employees should send them to Merger_Questions@labcorp.com, and well use these weekly
updates to respond.
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Sincerely, |
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Steve Anderson, PhD |
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Jared Freedberg |
SVP and Global Head, Clinical Trials |
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VP, Corporate Development |
LabCorp |
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Covance |
Cautionary Statement Regarding Forward Looking Statements
This communication contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended,
and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. These statements, as they relate to Laboratory Corporation of America Holdings (LabCorp) or Covance Inc. (Covance), the management of either such
company or the proposed transaction between LabCorp and Covance, involve risks and uncertainties that may cause results to differ materially from those set forth in the statements. These statements are based on current plans, estimates and
projections, and therefore, you are cautioned not to place undue reliance on them. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. LabCorp and Covance undertake no obligation to publicly
update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. Forward-looking statements are not historical facts, but rather are based on current expectations,
estimates, assumptions and projections about the business and future financial results of the pharmaceutical industry, and other legal, regulatory and economic developments. We use words such as anticipates, believes,
plans, expects, projects, future, intends, may, will, should, could, estimates, predicts, potential,
continue, guidance, and similar expressions to identify these forward-looking statements that are intended to be covered by the safe harbor provisions of the PSLRA. Actual results could differ materially from the results
contemplated by these forward-looking statements due to a number of factors, including, but not limited to, those described in the documents LabCorp and Covance have filed with the U.S. Securities and Exchange Commission (the SEC) as
well as the possibility that (1) LabCorp and Covance may be unable to obtain stockholder or regulatory approvals required for the proposed transaction or may be required to accept conditions that could reduce the anticipated benefits of the
merger as a condition to obtaining regulatory approvals; (2) the length of time necessary to consummate the proposed transaction may be longer than anticipated; (3) problems may arise in successfully integrating the businesses of LabCorp
and Covance or such integration may be more difficult, time-consuming or costly than expected; (4) the proposed transaction may involve unexpected costs; (5) the businesses may suffer as a result of uncertainty surrounding the proposed
transaction, including difficulties in maintaining relationships with customers or retaining key employees; (6) the parties may be unable to meet expectations regarding the timing, completion and accounting and tax treatments of the
transaction; or (7) the industry may be subject to future risks that are described in the Risk Factors section of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the
SEC by LabCorp and Covance. Neither LabCorp nor Covance gives any assurance that either LabCorp or Covance will achieve its expectations.
The foregoing
list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of LabCorp and Covance described in the Risk Factors section of their respective
Annual Reports on Form 10- K, Quarterly Reports on Form 10-Q and other documents filed by either of them from time to time with the SEC. All forward-looking statements included in this communication are based upon information available to LabCorp
and Covance on the date hereof, and neither LabCorp nor Covance assumes any obligation to update or revise any such forward-looking statements.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval in any
jurisdiction, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this press release in any jurisdiction in contravention of applicable law. This communication relates to a proposed transaction between
Covance and LabCorp, and may be deemed to be solicitation material in respect of the proposed transaction. In connection with the proposed transaction, LabCorp has filed a registration statement on Form S-4 with the SEC, which includes a preliminary
proxy statement/prospectus. Covance will deliver a definitive proxy statement/prospectus to Covance stockholders. This communication is not a substitute for the registration statement, proxy statement/prospectus or any other documents that Covance
or LabCorp may file with the SEC or send to stockholders in connection with the proposed transaction. Before making any voting decision, investors and security holders of Covance are urged to read carefully and in their entirety the registration
statement, proxy statement/prospectus and all other relevant documents filed or that will be filed by LabCorp or Covance with the SEC in connection with the proposed transaction as they become available because they will contain important
information about the proposed transaction and related matters.
Investors and security holders will be able to obtain free copies of the registration
statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Covance or LabCorp through the website maintained by the SEC at www.sec.gov.
In addition, investors and security holders may obtain free copies of the proxy statement/prospectus and other relevant documents filed by Covance with the
SEC by accessing Covances website at www.covance.com or upon written request to Covance Inc., Office of the Secretary, 210 Carnegie Center, Princeton, New Jersey 08540. Free copies of the registration statement, proxy statement/prospectus and
other relevant documents filed by LabCorp with the SEC are available on LabCorps website at www.labcorp.com or upon written request to Laboratory Corporation of America Holdings, Office of the Secretary, 358 South Main Street, Burlington,
North Carolina 27215.
Participants in Solicitation
LabCorp, Covance and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Covances
stockholders in connection with the proposed transaction. Information regarding Covances directors and executive officers is contained in the proxy statement for Covances 2014 Annual Meeting of Shareholders, which was filed with the SEC
on March 24, 2014. You can obtain a free copy of this document at the SECs website at www.sec.gov or by accessing Covances website at www.covance.com. Information regarding LabCorps executive officers and directors is
contained in the proxy statement for LabCorps 2014 Annual Meeting of Shareholders filed with the SEC on April 4, 2014. You can obtain a free copy of this document at the SECs website at www.sec.gov or by accessing LabCorps
website at www.labcorp.com. Additional information regarding those persons and other persons who may be deemed participants in the proxy solicitation, including their respective direct and indirect interests in the proposed transaction, by security
holdings or otherwise, is contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC. You may obtain free copies of these documents as described in the preceding paragraph.