MADISON, N.J., May 11, 2011 /PRNewswire/ -- Quest Diagnostics
Incorporated (NYSE: DGX), the world's leading provider of
diagnostic testing, information and services, and Spark Acquisition
Corporation, its wholly owned subsidiary ("Spark"), announced today
the completion of the final extension of the subsequent offering
period with respect to Spark's cash tender offer for all
outstanding shares of common stock of Celera Corporation (NASDAQ:
CRA). The final extension of the subsequent offering period
for the tender offer expired at 5:00
p.m., New York City time,
on Tuesday, May 10, 2011.
Computershare Trust Company, N.A., the depositary for the
tender offer, has indicated that 1,492,309 shares of common stock
of Celera had been tendered during the final extension of the
subsequent offering period and Spark has accepted for payment all
tendered shares. Spark now owns approximately 53,215,043
shares of common stock of Celera, representing approximately 64.02%
of Celera's outstanding shares of common stock and 61.01% of
Celera's outstanding shares of common stock on a fully diluted
basis (as determined pursuant to the merger agreement).
Quest Diagnostics also announced that, following receipt by the
depositary for the tender offer of the requisite documents in
respect of the Celera shares of common stock that were tendered in
accordance with the guaranteed delivery procedures, Spark intends
to exercise its option under the merger agreement (the "top-up
option") to purchase directly from Celera an additional number of
shares sufficient to give it ownership of one share more than 90%
of Celera's outstanding shares when combined with the shares it
purchased in the tender offer, and purchase additional shares from
Celera at a purchase price of $8.00
per share (payable in a combination of cash and a promissory note),
which together with the shares purchased in the tender offer, will
represent at least 90% of the outstanding shares of Celera.
Quest Diagnostics then intends to effect a "short-form"
merger under Delaware law as
promptly as practicable following the exercise of the top-up
option, without the need for a meeting of Celera stockholders.
As a result of the merger, the remaining Celera stockholders
(other than Celera, Quest Diagnostics, Spark and any of their
respective direct or indirect wholly owned subsidiaries, or those
stockholders who properly exercise appraisal rights under
Delaware law) will receive the
same $8.00 per share price, in cash,
without interest and subject to any required withholding of taxes,
that was paid in the tender offer. After the merger, Celera
will be a wholly owned subsidiary of Quest Diagnostics, Celera
shares will cease to be traded on the NASDAQ Global Select Market
and Celera will no longer have reporting obligations under the
Securities Exchange Act of 1934, as amended.
About Quest Diagnostics
Quest Diagnostics is the world's leading provider of diagnostic
testing, information and services that patients and doctors need to
make better healthcare decisions. The company offers the
broadest access to diagnostic testing services through its network
of laboratories and patient service centers, and provides
interpretive consultation through its extensive medical and
scientific staff. Quest Diagnostics is a pioneer in
developing innovative new diagnostic tests and advanced healthcare
information technology solutions that help improve patient care.
Additional company information is available at:
www.questdiagnostics.com.
Forward Looking Statements
The statements in this press release which are not historical
facts may be forward-looking statements. Readers are cautioned not
to place undue reliance on forward-looking statements, which speak
only as of the date that they are made and which reflect
management's current estimates, projections, expectations or
beliefs and which involve risks and uncertainties that could cause
actual results and outcomes to be materially different. Risks and
uncertainties that may affect the future results of the company
include, but are not limited to, adverse results from pending or
future government investigations, lawsuits or private actions, the
competitive environment, changes in government regulations,
changing relationships with customers, payers, suppliers and
strategic partners and other factors discussed in "Business," "Risk
Factors," "Cautionary Factors that May Affect Future Results,"
"Legal Proceedings," "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and "Quantitative
and Qualitative Disclosures About Market Risk" in the company's
2010 Annual Report on Form 10-K and "Management's Discussion and
Analysis of Financial Condition and Results of Operations,"
"Quantitative and Qualitative Disclosures About Market Risk" and
"Risk Factors" in the company's 2011 Quarterly Reports on Form 10-Q
and other items throughout the Form 10-K and the company's 2011
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Contacts:
For Quest Diagnostics: Kathleen
Valentine (Investors), +1-973-520-2900,
or Gary Samuels (Media),
+1-973-520-2800
SOURCE Quest Diagnostics Incorporated