QUEST DIAGNOSTICS EXTENDS EXPIRATION
DATE FOR SENIOR SUBORDINATED NOTE TENDER OFFER
-- Company to Utilize Senior Credit Facilities to Close SBCL Acquisition Within Next Two
Weeks --
-- Will Continue to Evaluate Financing Options for Tender Offer --
TETERBORO, N.J., August 10, 1999 Quest Diagnostics Incorporated
(NYSE:DGX) announced today that due to unsatisfactory market conditions it will not
proceed with its planned offering of Senior Subordinated Notes due 2009, the proceeds of
which would have been used to purchase all of the companys outstanding $150,000,000
10-3/4% Senior Subordinated Notes due 2006. The company plans to utilize its fully
committed senior credit facilities to complete its acquisition of SmithKline Beecham
Clinical Laboratories (SBCL) within the next two weeks.
"After reviewing a range of financing options, we determined that the high-yield
market is not as attractive as it had been earlier in the summer," said Kenneth W.
Freeman, Chairman and Chief Executive Officer of Quest Diagnostics. "We are
continuing to evaluate all of the financing alternatives available to us and will make a
decision shortly on whether to complete the tender offer for our outstanding Senior
Subordinated Notes."
The company will extend, from August 10, 1999, to 5:00 p.m. New York City time on
August 26, 1999, the expiration date of its ongoing tender offer to purchase for cash all
of its outstanding $150,000,000 10-3/4% Senior Subordinated Notes due 2006 (CUSIP
No. 74834L AA 8). In light of the extension, Quest Diagnostics did not determine the
purchase price for the notes on Friday, August 6, 1999. If the offer is completed, holders
who tender notes after the Consent Date and no later than 5:00 p.m. on August 26, 1999,
will receive the tender offer consideration (but not the consent payment) specified in
Quest Diagnostics Offer to Purchase and Consent Solicitation Statement dated May 25,
1999. In accordance with the new expiration date, the price determination date for the
notes will be 2:00 p.m., New York City time, on Tuesday, August 24, 1999. Payment for
validly tendered notes is expected to be made on Friday, August 27, 1999. The offer
remains subject to the companys obtaining adequate financing on terms satisfactory
to the company to pay all amounts due under the tender offer.
Merrill Lynch & Co. is acting as Dealer Manager for the tender offer and consent
solicitation. The Information Agent is Georgeson & Company, Inc. and the Depositary is
The Bank of New York. Persons with questions regarding the tender offer and consent
solicitation should contact Merrill Lynch & Co., Liability Management Group, at either
888-ML4-TNDR or 212-449-4914.
Quest Diagnostics is one of the nation's leading providers of diagnostic testing,
information and services to physicians, hospitals, managed care organizations, employers
and government agencies with 1998 revenues of $1.5 billion. The wide variety of tests
performed on human tissue and fluids help doctors and hospitals diagnose, treat and
monitor disease. Its Nichols Institute unit conducts research, specializes in esoteric
testing using genetic screening and other advanced technologies, performs clinical studies
testing, and manufactures and distributes diagnostic test kits and instruments. Quest
Informatics collects and analyzes laboratory, pharmaceutical and other data to help large
health care customers better manage the health of their patients. Additional company
information can be found on the Internet at: www.questdiagnostics.com.
The statements in this press release which are not historical facts or information may
be forward-looking statements. These forward-looking statements involve risks and
uncertainties that could cause the outcome to be materially different. Certain of these
risks and uncertainties are listed in the Quest Diagnostics Incorporated 1998 Form 10-K
and subsequent filings with the SEC.
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