Skip to main content
Premium Trial:

Request an Annual Quote

Celera Settles Some Suits Related to Quest Diagnostics Acquisition

By a GenomeWeb staff reporter

NEW YORK (GenomeWeb News) – Celera announced today that it has reached a memorandum of understanding regarding putative class action lawsuits filed in Delaware and California that relate to a proposed acquisition of Celera by Quest Diagnostics.

Last month, Celera and Quest Diagnostics penned a definitive agreement that would see Celera go to Quest and and Quest subsidiary Spark Acquisition Corporation for $671 million. Quest and Spark Acquisition Corp. subsequently commenced a tender offer to acquire Celera for $8 per share.

As reported in GenomeWeb Daily News, the deal sparked concern amongst investors and lawsuits by those who claimed that Celera was undervalued in the deal. The proposed acquisition cleared US antitrust review last week.

According to a release from the Celera, Celera, Quest, and Spark Acquisition Corp. have now entered into a merger agreement amendment that reduces the fee payable by Celera from $23.45 million to $15.6 million in the event of its termination of the merger.

The amendment will allow Celera to release third parties who are currently subject to confidentiality agreements with Celera from standstill restrictions in these agreements and will extend the initial expiration date of the tender offer to May 2nd rather than April 25th.

The MOU also calls for Celera to provide additional disclosures to the Securities and Exchange Commission related to the $8 per share tender offer price in an amendment that will reportedly be filed today. In addition, the company will file a report to the SEC related to its additional disclosures, the MOU, and amendment to the merger agreement.

The MOU and settlement outlined today depend on approval by a Delaware Court of Chancery and other conditions.

The current MOU applies to six putative class action lawsuits — three consolidated actions in the Delaware Court of Chancery and three consolidated actions in Alameda County Superior Court.

It does not apply to three other actions in Alameda County and the Northern District of California.

The Scan

Genetic Tests Lead to Potential Prognostic Variants in Dutch Children With Dilated Cardiomyopathy

Researchers in Circulation: Genomic and Precision Medicine found that the presence of pathogenic or likely pathogenic variants was linked to increased risk of death and poorer outcomes in children with pediatric dilated cardiomyopathy.

Fragile X Syndrome Mutations Found With Comprehensive Testing Method

Researchers in Clinical Chemistry found fragile X syndrome expansions and other FMR1 mutations with ties to the intellectual disability condition using a long-range PCR and long-read sequencing approach.

Team Presents Strategy for Speedy Species Detection in Metagenomic Sequence Data

A computational approach presented in PLOS Computational Biology produced fewer false-positive species identifications in simulated and authentic metagenomic sequences.

Genetic Risk Factors for Hypertension Can Help Identify Those at Risk for Cardiovascular Disease

Genetically predicted high blood pressure risk is also associated with increased cardiovascular disease risk, a new JAMA Cardiology study says.