Quest Diagnostics Successfully Completes Acquisition of Celera
MADISON, N.J. - May 17, 2011
Quest Diagnostics Incorporated (NYSE: DGX), the world's leading provider of diagnostic testing, information and services, announced today the successful completion of its acquisition of Celera Corporation (NASDAQ: CRA). The acquisition was completed by means of a short-form merger under Delaware law, under which a wholly owned subsidiary of Quest Diagnostics was merged with and into Celera, with Celera surviving the merger as a wholly owned subsidiary of Quest Diagnostics. As a result of the merger, each share of Celera common stock (other than shares held by Celera, Quest Diagnostics or any of their respective affiliates, or shares held by stockholders that properly exercise appraisal rights under Delaware law) was converted into the right to receive the same $8 in cash, without interest and less any withholding of taxes, that was paid in the tender offer for all outstanding shares of Celera common stock, which expired on May 10.
Also, as a result of the merger, Celera shares ceased 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.
Holders of Celera shares of common stock that did not tender their shares into the tender offer will receive by mail written instructions for surrendering their share certificates or transferring their book-entry shares, including a letter of transmittal, and information regarding the exercise of appraisal rights under Delaware law.
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.
Kathleen Valentine (Investors), +1-973-520-2900, or Gary Samuels, (Media), +1-973-520-2800
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