MADISON, N.J., May 3, 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 expiration of its tender offer to
acquire all outstanding shares of common stock of Celera
Corporation (NASDAQ: CRA) for $8.00
per share in cash, to 5:00 p.m.,
New York City time, today,
May 3, 2011, unless further extended
in accordance with the Merger Agreement (as defined below) and the
applicable rules and regulations of the Securities and Exchange
Commission.
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 2, 2011, 82,181,869 shares of
common stock of Celera were issued and outstanding, and 40,451,233
shares of common stock of Celera have been tendered into and not
properly withdrawn from the tender offer. These shares
represent approximately 49.22% of Celera's outstanding shares of
common stock and 46.10% of Celera's outstanding shares of common
stock on a fully diluted basis (as determined pursuant to the
Merger Agreement, as defined below). In addition, the
depositary has received commitments to tender approximately
5,588,479 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shares tendered and not properly withdrawn from the tender offer,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 56.02% of Celera's outstanding shares of
common stock and 52.47% of Celera's outstanding shares of common
stock on a fully diluted basis (as determined pursuant to the
Merger Agreement).
The tender offer was previously scheduled to expire at
5:00 p.m., New York City time, on May 2, 2011. The tender offer is being made
pursuant to an offer to purchase, dated March 28, 2011, as amended, and in connection
with an agreement and plan of merger, dated March 17, 2011, as amended on April 18, 2011, by and among Quest Diagnostics,
Spark and Celera (the "Merger Agreement"), which Quest Diagnostics
and Celera announced on March 18,
2011.
Except for the extension of the tender offer, all other terms
and conditions of the tender offer remain unchanged.
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 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 described herein.
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 described
herein. 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