MADISON, N.J., March 28, 2011 /PRNewswire/ — 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 tod
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