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clinical business to a large national clinical laboratory because
they believed the growth of large national clinical laboratories
and the implementation of managed health care during the early
1990s would force petitioner out of the clinical business over
the next few years. Petitioner’s shareholders, however, decided
they wanted to continue to own and operate the anatomic business
using the corporate name, “South Tulsa Pathology Laboratory,
Inc.”, under which they had practiced for 25 years.
III. Sale of Clinical Business to NHL
In August 1993, petitioner was approached by representatives
of two national laboratory chains, Smith Kline Laboratories
(Smith Kline) and National Health Laboratories, Inc. (NHL), each
of which expressed an interest in purchasing petitioner’s
clinical business. Both Smith Kline and NHL were large, publicly
traded corporations that provided clinical laboratory services to
hospitals, physicians, and clinics throughout the United States.
Sometime in the fall of 1993, petitioner decided to pursue a
sale of its clinical business to NHL. On September 20, 1993,
petitioner and NHL entered into a confidentiality agreement to
provide for the disclosure by petitioner to NHL of certain
confidential information. Under the confidentiality agreement,
petitioner agreed to disclose certain financial and business
information necessary and appropriate in any negotiations
conducted by the parties.
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