This Amendment No. 13 filed with the Securities and Exchange Commission on May 11, 2011, amends and supplements the Tender Offer Statement filed on Schedule TO (as amended or supplemented, the “
Schedule TO
”) with the Securities and Exchange Commission on March 28, 2011, by Quest Diagnostics Incorporated, a Delaware corporation (“
Quest Diagnostics
”), and Spark Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Quest Diagnostics (the “
Purchaser
”). The Schedule TO relates to the offer by the Purchaser to purchase all the outstanding shares of common stock, par value $0.01 per share (the “
Shares
”), of Celera Corporation, a Delaware corporation (“
Celera
”), at a price of $8.00 per Share, net to the holder thereof in cash, without interest and less any required withholding of taxes, upon the terms and subject to the conditions set forth in the offer to purchase, dated March 28, 2011 (as it may be amended or supplemented, the “
Offer to Purchase
”), and the related letter of transmittal (as it may be amended or supplemented, the “
Letter of Transmittal
,” and together with the Offer to Purchase, the “
Offer
”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The information set forth in the Offer to Purchase, including all schedules thereto, and the related Letter of Transmittal is incorporated herein by reference with respect to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent provided herein. All capitalized terms used in this Amendment No. 13 without definition have the meanings ascribed to them in the Schedule TO.
Items 1, 4, 8 and 11.
The Offer to Purchase and Items 1, 4, 8 and 11 of the Schedule TO, to the extent Items 1, 4, 8 and 11 incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following paragraphs to the end of each Item:
“The final extension of the subsequent offering period expired at 5:00 p.m., New York City time, on Tuesday, May 10, 2011. The Depositary has indicated that approximately 1,492,309 Shares had been tendered during the final extension of the subsequent offering period and the Purchaser has accepted for payment all tendered Shares. The Purchaser now owns approximately 53,215,043 Shares, representing approximately 64.02% of Celera’s outstanding Shares and 61.01% of Celera’s outstanding Shares on a fully diluted basis (as determined pursuant to the Merger Agreement).
Quest Diagnostics also announced that, following receipt by the Depositary of the requisite documents in respect of the Shares that were tendered in accordance with the guaranteed delivery procedures, the Purchaser intends to exercise the Top Up Option 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 Offer, will represent at least 90% of the outstanding Shares.
Quest Diagnostics also announced that it 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, the Purchaser 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 Offer. After the Merger, Celera will be a wholly owned subsidiary of Quest Diagnostics, the Shares will cease to be traded on the NASDAQ and Celera will no longer have reporting obligations under the Exchange Act.
The press release announcing, among other things, the completion of the final extension of the subsequent offering period, is attached hereto as Exhibit (a)(5)(M).”
Item 12. Exhibits.
Item 12 of the Schedule TO is amended and supplemented by adding the following:
(a)(5)(M)
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Press release issued by Quest Diagnostics Incorporated on May 11, 2011.
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