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: 10 February 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 later this month. This weeks update is set forth below.
RECENT NEWS
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Day 1 event planning is progressing smoothly, and we want to provide an overview of what you can expect when Day 1 arrives. Following the closing of the transaction, Covance and LabCorp Clinical Trials employees
will be invited to town hall meetings to celebrate all we have achieved together in making this day possible. Leaders will discuss what the merger means for their business, and employees will have an opportunity to ask questions. Due to Day 1
falling on the Chinese New Year, facilities in China and Singapore will hold their Day 1 town hall celebration the following week. |
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The Covance Global Finance team has made important decisions in regards to changes to the month-end calendar close. These changes have been reviewed and approved by both the Covance controllership team as well as
LabCorp management. |
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The February Finance calendar will be a short period beginning 1 February and ending 19 February. |
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The March Finance calendar will be a longer period beginning 20 February and ending 31 March. |
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Covance employees who regularly support the Finance closing process with reports or data should be prepared to provide this same information for the Period 2 (February) close, just as you would if the closing was at a
normal month-end; please remember that the last day of the period is 19 February. |
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Covance employees with outstanding T&E receipts should submit and seek approval by the end of day 13 February, in advance of the final Period 2 T&E processing on 16 February. |
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Please contact your local General Ledger Super User, which can be found in the contacts section of the Finance website, http://covanceinsider.ent.covance.com/Finance/Pages/Contacts.aspx, with any questions in
regards to the timing or process of the closing. |
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Final Countdown we are now less than ten days away from the closing! We hope that you share our excitement, and we want you to know how profoundly we appreciate everything you have done to make sure we are
ready. Day 1 will be a time to celebrate what we have achieved, while we also reflect on the great promise represented by the complementary strengths of LabCorp and Covance. |
Stay tuned for more updates as we rapidly approach Day 1 and prepare for what lies ahead. 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, the definitive proxy statement/prospectus referred to below 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, the definitive proxy statement/prospectus referred to below 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 was declared effective
by the SEC on January 14, 2015, and LabCorp and Covance filed the definitive proxy statement/prospectus in connection with the proposed transaction on January 16, 2015. Covance began mailing the definitive proxy statement/prospectus to
Covance stockholders on January 20, 2015. This communication is not a substitute for the registration statement, definitive 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, definitive 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, definitive 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 definitive 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, definitive 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 definitive proxy statement/prospectus and other relevant materials filed with the SEC. You may obtain free copies of
these documents as described in the preceding paragraph.