MADISON, N.J., May 11, 2011 /PRNewswire/ — Quest Diagnostics
Incorporated (NYSE:
DGX), the world’s leading provider of diagnostic testing,
information and services, and Spark Acquisition Corporation, its
wholly owned subsidiary (“Spark”), announced today the completion
of the final extension of the subsequent offering period with
respect to Spark’s cash tender offer for all outstanding shares of
common stock of Celera Corporation (NASDAQ: CRA). The final
extension of the subsequent offering period for the tender offer
expired at 5:00 p.m., New York City time, on Tuesday, May 10, 2011.
Computershare Trust Company, N.A., the depositary for the
tender offer, has indicated that 1,492,309 shares of common stock
of Celera had been tendered during the final extension of the
subsequent offering period and Spark has accepted for payment all
tendered shares. Spark now owns approximately 53,215,043
shares of common stock of Celera, representing approximately 64.02%
of Celera’s outstanding shares of common stock and 61.01% of
Celera’s outstanding shares of common stock on a fully diluted
basis (as determined pursuant to the merger agreement).
Quest Diagnostics also announced that, following receipt by the
depositary for the tender offer of the requisite documents in
respect of the Celera shares of common stock that were tendered in
accordance with the guaranteed delivery procedures, Spark intends
to exercise its option under the merger agreement (the “top-up
option”) to purchase directly from Celera an additional number of
shares sufficient to give it ownership of one share more than 90%
of Celera’s outstanding shares when combined with the shares it
purchased in the tender offer, 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 tend
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