MADISON, N.J., May 4, 2011 /PRNewswire/ -- Quest Diagnostics
Incorporated (NYSE: DGX), the world's leading provider of
diagnostic testing, information and services, announced today that
Spark Acquisition Corporation, its wholly owned subsidiary
("Spark"), successfully completed the cash tender offer for all
outstanding shares of common stock of Celera Corporation (NASDAQ:
CRA), which expired at 5:00 p.m.,
New York City time, on
Tuesday, May 3, 2011.
Computershare Trust Company, N.A., the depositary for the
tender offer, has indicated that, as of the expiration of the
tender offer, 45,962,366 shares of common stock of Celera had been
tendered into and not properly withdrawn from the tender offer.
These shares represent approximately 55.93% percent of
Celera's outstanding shares of common stock and 52.38% percent of
Celera's outstanding shares of common stock on a fully diluted
basis (as determined pursuant to the merger agreement between Quest
Diagnostics, Spark and Celera). In addition, the depositary
has received commitments to tender approximately 5,208,360 shares
of common stock of Celera in accordance with the guaranteed
delivery procedures, which, when combined with the shares tendered
and not properly withdrawn from the tender offer, represent
approximately 62.27% of Celera's outstanding shares of common stock
and 58.32% of Celera's outstanding shares of common stock on a
fully diluted basis (as determined pursuant to the Merger
Agreement). All Celera shares that were validly tendered into
the tender offer and not properly withdrawn have been accepted for
payment.
Quest Diagnostics also announced that Spark has commenced a
subsequent offering period for all remaining shares of Celera
common stock to permit stockholders who have not yet tendered their
shares the opportunity to do so. The subsequent offering
period will expire at 5:00 p.m.,
New York City time, on
Friday, May 6, 2011, unless extended.
The same $8.00 per share cash
consideration offered during the initial offering period will be
paid to holders of Celera's common stock who tender their shares
during the subsequent offering period. The procedures for
tendering shares during the subsequent offering period are the same
as during the initial offering period, except that (i) the
guaranteed delivery procedures may not be used during the
subsequent offering period and (ii) shares tendered during the
subsequent offering period may not be withdrawn.
Following the completion of the subsequent offering period, if
Spark obtains at least 90% of the outstanding shares of Celera
through the tender offer or otherwise, Quest Diagnostics intends to
effect a short-form merger under Delaware law as promptly as practicable,
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.
Legal Notices and Disclaimers
This release is provided for informational purposes
only. It does not constitute an offer to purchase shares of
Celera or a solicitation/recommendation under the rules and
regulations of the SEC. Quest Diagnostics and its
subsidiary Spark have filed with the SEC a tender offer
statement on Schedule TO, including the offer to purchase and
related documents, which has been previously amended and will be
further amended as necessary. Celera has filed with the
SEC a tender offer solicitation/recommendation statement on
Schedule 14D-9, which has been previously amended and will be
further amended as necessary. These documents contain
important information and stockholders of Celera are advised to
carefully read these documents before making any decision with
respect to the cash tender offer. These documents are
available at no charge on the SEC's website at www.sec.gov.
In addition, a copy of the offer to purchase, letter of
transmittal and certain related tender offer documents may be
obtained free of charge by directing a request to Quest Diagnostics
at 973-520-2900. A copy of the tender offer statement and
Celera's solicitation/recommendation statement on Schedule 14D-9
are available to all stockholders of Celera free of charge at
www.celera.com.
As stated, the depositary for the tender offer is Computershare
Trust Company, N.A. The information agent for the tender
offer is D.F. King & Co., Inc.
The dealer manager for the tender offer is Morgan Stanley
& Co. Incorporated.
Contacts:
Kathleen Valentine (Investors):
973-520-2900
Gary Samuels (Media):
973-520-2800
SOURCE Quest Diagnostics Incorporated