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Quest Completes Tender Offer for Celera

By a GenomeWeb staff reporter

NEW YORK (GenomeWeb News) – Quest Diagnostics today said that it has completed a cash tender offer for all outstanding shares of Celera's common stock and has begun a subsequent offering for shares that have not yet been tendered.

The deal was done through Quest's wholly owned subsidiary, Spark Acquisition. The tender offer expired on Tuesday, 5 p.m. EDT.

Quest announced its plans to buy Celera for $671 million in March.

As of the expiration of Tuesday's tender offering, about 46 million shares of Celera had been tendered and not withdrawn, representing about 56 percent of Celera's outstanding shares of its common stock, and 52 percent of Celera's outstanding shares of its common stock on a fully diluted basis. Commitments have also been made to tender another 5.2 million shares of Celera's stock, Quest said.

That, combined with the shares already tendered and not withdrawn, represents about 62 percent of Celera's outstanding shares of common stock, and 58 percent of Celera's outstanding shares of common stock on a fully diluted basis.

Quest said that Spark has begun a subsequent offering period for all remaining shares of Celera stock so that Celera shareholders who have not already tendered their shares may do so. The offering period expires on May 6, 5 p.m. EDT.

Quest is offering $8 per share cash consideration for the remaining shares, the same as for the initial offering period.

Following the subsequent offering period, if Sparks has at least 90 percent of Celera's stock, Quest will effect a short-term merger under Delaware law "as promptly as possible, without the need for a meeting of Celera stockholders," it said. Afterward, remaining Celera shareholders will receive the same $8 per share price in cash that was paid in the tender offer.

Celera would then become a wholly owned subsidiary of Quest.

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