Quest Diagnostics Incorporated (NYSE: DGX), the world's leading provider of diagnostic testing, information and services, announced today it has commenced a tender offer through its wholly owned subsidiary, Spark Acquisition Corporation, for all of the outstanding shares of common stock (the "Shares") of Celera Corporation (Nasdaq: CRA), one of the world's pioneers in genetic diagnostics discovery and development for $8.00 per share in cash, without interest and less any required withholding taxes.
The tender offer is being made pursuant to an Offer to Purchase, dated March 28, 2011, and in connection with the previously announced Agreement and Plan of Merger, dated March 17, 2011, by and among Quest Diagnostics, Spark Acquisition Corporation and Celera.
The tender offer will expire on April 25, 2011, at 5:00 p.m. New York City time, unless extended in accordance with the Merger Agreement and the applicable rules and regulations of the Securities and Exchange Commission. Any extension of the tender offer will be followed as promptly as practicable by public announcement thereof, and such announcement will be made no later than 9:00 a.m. New York City time on the next business day after the previously scheduled expiration date.
The tender offer is subject to customary conditions, including the tender of a majority of the outstanding Shares (calculated on a fully-diluted basis), as well as the receipt of certain regulatory approvals and other closing conditions. The board of directors of each of Quest Diagnostics and Celera have approved the transaction.
Today, Quest Diagnostics will file with the SEC a tender offer statement on Schedule TO, setting forth in detail the terms of the tender offer. Celera will file today with the SEC a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of Celera's board of directors that Celera stockholders accept the tender offer and tender their Shares pursuant to the offer.
Quest Diagnostics Incorporated