Quest Diagnostics Inc. (DGX) plans to complete its deal for
genetics-diagnostics test developer Celera Corp. (CRA) through a
short-form merger, as the company announced that it held 61% of
Celera's shares after the closing of tender offer, which had been
extended several times.
As of Tuesday's deadline about 53.2 million shares were tendered
and not withdrawn, including 1.5 million tendered during the final
one-week extension.
Quest is the latest company to use a so-called "top up" option,
which in this case allows the acquirer to purchase enough shares to
give it a stake of more than 90% at the offer price of $8 each,
allowing the company to complete the acquisition without a
shareholder vote.
Quest in March said the transaction, which initially was set to
close at the end of April, is valued at $344 million, net of $327
million of cash and short-term investments it will acquire in the
deal. It expected the transaction value to be further reduced as it
realizes a significant portion of the target's available tax
credit, net operating loss carryforwards and capitalized research
and development.
Celera in April agreed to amend the terms of the deal to settle
lawsuits filed in Delaware and California. The tender offer was
extended as some shareholders said the bid undervalued Celera.
Quest also agreed to reduce a termination fee in the deal.
Quest shares closed Tuesday at $57 and were inactive
premarket.
-By Tess Stynes, Dow Jones Newswires; 212-416-2481;
Tess.Stynes@dowjones.com