Written Communication by the Subject Company Relating to a Third Party Tender Offer (sc14d9c)
July 27 2016 - 4:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
SEQUENOM, INC.
(Name of
Subject Company)
SEQUENOM, INC.
(Name of
Person Filing Statement)
Common Stock, $0.001 par value per share, including associated preferred stock purchase rights
(Title of Class of Securities)
817337405
(CUSIP Number of Class of Securities)
Dirk van den
Boom, Ph.D.
President, Chief Executive Officer and Director
3595 John Hopkins Court
San Diego, California 92121
(858) 202-9000
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person Filing Statement)
With copies to:
L. Kay Chandler, Esq.
Barbara L. Borden, Esq.
Rama Padmanabhan, Esq.
Cooley LLP
4401
Eastgate Mall
San Diego, CA 92121
(858) 550-6000
x
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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On July 27, 2016, Sequenom, Inc. (Sequenom) and Laboratory Corporation of America Holdings
(LabCorp) issued a joint press release announcing the execution of an Agreement and Plan of Merger (the Merger Agreement). Pursuant to the Merger Agreement, Savoy Acquisition Corp., a wholly owned subsidiary of LabCorp
(Purchaser), will commence a tender offer (the Offer) to purchase all of the issued and outstanding shares of Sequenom common stock, including the associated preferred stock purchase rights issued under the Rights Agreement,
dated March 3, 2009, as amended, between Sequenom and American Stock Transfer & Trust Company, for $2.40 per share in cash. If successful, the Offer will be followed by a merger of Purchaser with and into Sequenom (the Merger).
This Schedule 14D-9 filing consists of the following documents relating to the proposed Offer and Merger:
(i)
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Joint Press Release issued by Sequenom and LabCorp, dated July 27, 2016.
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(ii)
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Letter to Sequenom employees, first sent on July 27, 2016.
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