Navigation Links
Quest Diagnostics Announces Final Extension of Subsequent Offering Period for Shares of Celera
Date:5/9/2011

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be used during the subsequent offering period and (ii) shares tendered during the subsequent offering period may not be withdrawn.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
Copyright©2010 PR Newswire.
All rights reserved

Related medicine technology :

1. Cell Therapeutics Announces Planned Reverse Stock Split; Receives NASDAQ Notice of Non-Compliance; Intends to Request Hearing
2. Quest Diagnostics Launches Simplexa™ C. Difficile Universal Direct Test in Europe
3. Quest Diagnostics Announces One Day Extension of Offer to Acquire Celera to 5pm Today
4. Patient Advocates File FOIA Request to FDA on Avastin
5. Shareholders to Challenge Johnson & Johnsons Support for Left-Wing Policy Agenda: CEO William C. Weldon to Be Questioned on Firms Failure to Disclose Financial Information on Firms ObamaCare Lobbying It Pledged to Release Last Year
6. HemaQuest Pharmaceuticals Announces First Patient Enrolled in Phase 2 Clinical Study of HQK-1001 in Patients With Sickle Cell Disease
7. PLC Systems Chief Financial Officer to Leave Company to Become CEO of Clinquest
8. Quest Diagnostics Launches Hepatitis C Virus Therapy Test Based on IL28B Gene Variants
9. Questcor to Report First Quarter 2011 Earnings and Conduct Conference Call on April 26, 2011
10. NCPA Responds to Consumer Groups Request for CVS Caremark Divestiture
11. Quest Diagnostics to Release First Quarter 2011 Financial Results
Post Your Comments:
*Name:
*Comment:
*Email:
(Date:2/11/2016)... North America , ... The global market is expected to reach USD 20,190.1 Million by ... of 10.2%. --> North America , ... MarketsandMarkets, The global market is expected to reach USD 20,190.1 Million ... CAGR of 10.2%. --> According to a new market ...
(Date:2/10/2016)... , Feb. 10, 2016  Fotona, based in the ... will launch its new ST PRO Lightwalker dental laser at ... Dental Society from 25-27 February, 2016 in booth #4815. The ... dental laser with many of the features of the award ... the ST PRO competitive price will be very attractive to ...
(Date:2/10/2016)... Feb. 10, 2016 Mylan N.V. (NASDAQ, TASE: MYL) ... year ended December 31, 2015. --> ... adjusted total revenues of $9.45 billion, up 28% on ... total revenues of $9.43 billion. Excluding the impact of ... and branded generics business (the "EPD Business"), full year ...
Breaking Medicine Technology:
(Date:2/11/2016)... , ... February 11, 2016 , ... The annual list ... on evaluation of DataPoint’s team dedication and commitment to the SharePoint ecosystem. ... the annual list. The panel’s goal is to recognize and promote technology entrepreneurship. ...
(Date:2/11/2016)... ... February 11, 2016 , ... Be Well Medical Group ... the heart of Old Town at 108 South Columbus St, Suite 201, Alexandria, VA. ... level of medical care in the convenience of their homes, offices or at the ...
(Date:2/11/2016)... ... February 11, 2016 , ... ... and ergoFET force gauges used in physical therapy, occupational therapy and sports medicine ... for resistance cord exercise and therapy, introduces its new microFET Digital Pinch Gauge. ...
(Date:2/11/2016)... (PRWEB) , ... February 11, 2016 , ... ... have become more actively engaged in health and wellness best practices in the ... of riding this trend. February is American Heart Month, which acts as an ...
(Date:2/11/2016)... PORTLAND, Ore. (PRWEB) , ... February 11, 2016 ... ... found Medicaid coverage results in significantly higher rates of several common cancer screenings, ... early, resulting in better outcomes and survival rates. , The study,“What Does ...
Breaking Medicine News(10 mins):