UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment
No. 15)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
Orchid Cellmark Inc.
(Name of Subject Company (Issuer))
OCM Acquisition Corp.
Laboratory Corporation of America Holdings
(Name of Filing Persons (Offeror))
Common Stock, par value
$0.001 per share
(Title of Class of Securities)
68573C107
(CUSIP Number of Class of Securities)
F. Samuel Eberts III
Senior Vice President and Chief Legal Officer
Laboratory Corporation of America Holdings
358 South Main Street
Burlington, North Carolina 27215
(336) 229-1127
(Name,
address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
with
copies to:
Michael J. Silver
John H. Booher
Hogan Lovells US LLP
100 International Drive, Suite 2000
Baltimore, Maryland 21202
(410) 659-2700
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$91,588,968.80
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$10,633.48
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*
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Estimated solely for purposes of calculating the filing fee. This amount assumes the purchase of up to 32,710,346 shares of common stock, par value $0.001 per share, of Orchid
Cellmark Inc. at a purchase price of $2.80 per share. The number of shares represents the fully diluted number of shares of common stock outstanding consisting of (i) 29,992,186 shares of common stock outstanding on April 4, 2011, and
(ii) 2,718,160 shares of common stock issuable under stock options outstanding on April 5, 2011.
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**
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The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended (the Exchange Act), and Fee Rate Advisory #5 for
fiscal year 2011, issued December 22, 2010, by multiplying the transaction valuation by 0.0001161.
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x
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.
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Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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$10,633.48
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Form or Registration No.:
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Schedule TO
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Filing Party:
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OCM Acquisition Corp. and
Laboratory Corporation of America Holdings
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Date Filed:
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April 19, 2011
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¨
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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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Check the appropriate boxes below to designate any transactions to which the statement relates:
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x
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third-party tender offer subject to Rule 14d-1.
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¨
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issuer tender offer subject to Rule 13e-4.
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¨
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going-private transaction subject to Rule 13e-3.
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¨
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amendment to Schedule 13D under Rule 13d-2.
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Check the following
box if the filing is a final amendment reporting the results of the tender offer:
¨
If applicable, check the appropriate boxes below to designate the appropriate rule provisions relied upon:
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¨
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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¨
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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This Amendment No. 15 (this Amendment No. 15) amends and supplements the Tender
Offer Statement on Schedule TO filed with the Securities and Exchange Commission on April 19, 2011 (as amended and supplemented by Amendment No. 1 filed on April 20, 2011, Amendment No. 2 filed on May 2, 2011, Amendment
No. 3 filed on May 5, 2011, Amendment No. 4 filed on May 18, 2011, Amendment No. 5 filed on June 2, 2011, Amendment No. 6 filed on June 16, 2011, Amendment No. 7 filed on July 18, 2011, Amendment
No. 8 filed on August 15, 2011, Amendment No. 9 filed on September 12, 2011, Amendment No. 10 filed on October 11, 2011, Amendment No. 11 filed on November 7, 2011, Amendment No. 12 filed on
November 15, 2011, Amendment No. 13 filed on December 1, 2011, and Amendment No. 14 filed on December 8, 2011) (the Schedule TO) in connection with the offer by OCM Acquisition Corp., a Delaware corporation
(Purchaser) and a wholly owned subsidiary of Laboratory Corporation of America Holdings, a Delaware corporation (LabCorp), to purchase all outstanding shares of common stock, par value $0.001 per share, of Orchid Cellmark
Inc., a Delaware corporation (Orchid Cellmark) (the Shares), at a price of $2.80 per Share in cash, without interest and subject to applicable tax withholding, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated April 19, 2011 (the Offer to Purchase), a copy of which is filed with and attached to the Schedule TO as Exhibit (a)(1)(A) thereto, and the related Letter of Transmittal and instructions thereto, a copy of
which is filed with and attached to the Schedule TO as Exhibit (a)(1)(B) thereto, as they may be amended or supplemented from time to time. This Amendment No. 15 is being filed on behalf of Purchaser and LabCorp.
The information set forth in the Schedule TO remains unchanged, except that such information is hereby amended and supplemented to the extent
specifically provided herein. All capitalized terms used in this Amendment No.15 without definition have the meanings ascribed to them in the Schedule TO.
Items 1, 4, 8 and 11. Summary Term Sheet; Terms of the Transaction; Interest in Securities of the Subject Company; Additional Information
.
Items 1, 4, 8 and 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:
The initial offering period of the Offer expired at 5:00 p.m., New York City time on Friday, December 9, 2011. As of the expiration of
the initial offering period, the Depositary advised LabCorp that an aggregate of 25,965,712 Shares had been tendered into, and not withdrawn from, the Offer, including 67,735 Shares tendered through notices of guaranteed delivery. The Shares
tendered represent approximately 86.5% of the outstanding Shares. All Shares validly tendered and not properly withdrawn in the initial offering period have been accepted for payment, and LabCorp expects to promptly pay for all such Shares in
accordance with the terms of the Offer.
On December 12, 2011, LabCorp issued a press release announcing the successful completion
of the initial offering period of the Offer, the acceptance of Shares tendered during the initial offering period, the results of the initial offering period and the commencement of a subsequent offering period that will expire at 4:00 p.m., New
York City time on Thursday, December 15, 2011, unless further extended. The purpose of this subsequent offering period is to enable Orchid Cellmark stockholders who have not previously tendered their Shares during the initial offering period to
do so and promptly receive the same $2.80 per share that was paid to Orchid Cellmark stockholders who previously tendered their Shares during the initial offering period. The full text of the press release issued by LabCorp is set forth as Exhibit
(a)(5)(U) hereto and is incorporated by reference herein.
Item 12 of the Schedule TO is
hereby supplemented by adding the following exhibit:
(a)(5)(U) Press release issued by LabCorp on
December 12, 2011.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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LABORATORY CORPORATION OF AMERICA HOLDINGS
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By:
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/s/ F. Samuel Eberts III
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Name: F. Samuel Eberts III
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Title: Senior Vice President and Chief Legal Officer
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Dated: December 12, 2011
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OCM ACQUISITION CORP.
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By:
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/s/ F. Samuel Eberts III
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Name: F. Samuel Eberts III
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Title: President and Secretary
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Dated: December 12, 2011
EXHIBIT INDEX
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Exhibit No.
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Exhibit
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(a)(5)(U)
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Press release issued by LabCorp on December 12, 2011.
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