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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.