MADISON, N.J., May 9, 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"), has extended the cash tender offer for all outstanding
shares of common stock of Celera Corporation (NASDAQ: CRA).
The expiration date of the subsequent offering period has
been extended to 5:00 p.m.,
New York City time, tomorrow,
Tuesday, May 10, 2011. The
subsequent offering period will not be further extended.
Computershare Trust Company, N.A., the depositary for the tender
offer, has indicated that, as of 5:00
p.m., New York City time,
on May 6, 2011, approximately 880,139
shares of common stock of Celera had been tendered during the
subsequent offering period and Spark has accepted for payment all
tendered shares. Spark now owns approximately 51,722,734
shares of common stock of Celera, representing approximately 62.33%
of Celera's outstanding shares of common stock and 59.30% of
Celera's outstanding shares of common stock on a fully diluted
basis (as determined pursuant to the merger agreement). 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subsequent offering period may not be withdrawn.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