XML 49 R22.htm IDEA: XBRL DOCUMENT  v2.3.0.11
BUSINESS ACQUISITIONS
6 Months Ended
Jun. 30, 2011
Notes To Financial Statements [Abstract]  
BUSINESS ACQUISITIONS
16. BUSINESS ACQUISITIONS

     During the six months ended June 30, 2011, the Company acquired various laboratories and related assets for approximately $45.0 in cash (net of cash acquired). These acquisitions were made primarily to extend the Company's geographic reach in important market areas and/or enhance the Company's scientific differentiation and esoteric testing capabilities.
 
     In April 2011, the Company and Orchid Cellmark Inc. (“Orchid”) announced that they had entered into a definitive agreement and plan of merger under which the Company will acquire all of the outstanding shares of Orchid in a cash tender offer for $2.80 per share for a total purchase price to stockholders and optionholders of approximately $85.4. The tender offer and the merger are subject to customary closing conditions set forth in the agreement and plan of merger, including the acquisition in the tender offer of a majority of Orchid's fully diluted shares and the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”). The closing of the acquisition is expected in the third quarter of 2011. The Company has received lawsuits filed by putative classes of shareholders of Orchid in New Jersey and Delaware state courts and federal court in New Jersey alleging breaches of fiduciary duty and/or other violations of state law arising out of the proposed acquisition of Orchid. Both Orchid and the Company are named in the lawsuits. The federal court lawsuit was subsequently dismissed and the New Jersey state court actions have been stayed. The remaining Delaware lawsuits have been consolidated and will be vigorously defended.

     In addition, the Company has received a request for additional information (commonly referred to as a "Second Request") from the Federal Trade Commission ("FTC") in connection with the Company's proposed acquisition of Orchid. The Company is cooperating with FTC staff since the Company originally filed its required notification pursuant to the HSR Act on April 18, 2011. The Company intends to continue to cooperate with the FTC to obtain clearance as promptly as possible. The issuance of the Second Request extends the HSR Act waiting period to ten days after the Company has substantially complied with the request, unless that period is terminated earlier by the FTC.