QUEST DIAGNOSTICS SETS PURCHASE PRICE IN TENDER
OFFER AND CONSENT SOLICITATION FOR ITS 10-3/4% SENIOR SUBORDINATED NOTES DUE 2006
TETERBORO, N.J., June 30, 1999 Quest Diagnostics Incorporated
(NYSE:DGX) announced today the Total Consideration to be paid for notes validly tendered
pursuant to its 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). The tender offer is subject to
the terms and conditions set forth in the Offer to Purchase and Consent Solicitation
Statement dated May 25, 1999, and will expire at 5:00 p.m., New York City time on
Thursday, July 1, 1999.
The Total Consideration to be paid for each validly tendered note was determined using
the yield to December 15, 2001 (the earliest redemption date of the notes) of the 5-7/8%
U.S. Treasury Note due November 30, 2001 (the "Reference Security"), plus a
fixed spread of 62.5 basis points. The yield on the Reference Security, as calculated by
Merrill Lynch & Co., at 2:00 p.m., New York City time, on Tuesday, June 29, 1999, was
5.718%. Accordingly, the Tender Offer Yield and the Total Consideration per $1,000
principal amount of notes, are respectively 6.343% and $1,144.17 (of which $30.00
represents the consent payment of the notes.) The Tender Offer Consideration, which is
payable to holders of Notes who tendered after the Consent Date, is equal to the Total
Consideration less the consent payment, or $1,114.17 per $1,000 principal amount of notes.
Payment for validly tendered notes is expected to be made on Friday, July 2, 1999.
As of June 28, 1999, approximately $147,552,000 (98.4%) of the outstanding principal
amount of the notes have been tendered.
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 212-449-4194.
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
healthcare customers identify and monitor patients who are at-risk for certain diseases.
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.
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