QUEST DIAGNOSTICS SHAREHOLDERS
APPROVE ACQUISITION OF
SMITHKLINE BEECHAM CLINICAL LABORATORIES
NEW YORK, N.Y., JUNE 29, 1999 Quest Diagnostics
Incorporated (NYSE: DGX) announced that at its annual meeting today, shareholders approved
the previously announced acquisition of the clinical laboratory operations of SmithKline
Beecham plc (NYSE: SBH) for approximately $1.3 billion in cash and stock.
Under the agreement, Quest Diagnostics will acquire SmithKline Beecham Clinical
Laboratories (SBCL), including its domestic and foreign clinical testing operations,
clinical trials testing, corporate health services, and other assets. SBCLs national
testing and service network consists of regional laboratories, specialty testing
operations and its National Esoteric Testing Center, as well as a number of
rapid-turnaround or "STAT" laboratories, and patient service centers. SBCL had
1998 revenues of $1.6 billion. As part of the transaction, SmithKline Beecham and Quest
Diagnostics have entered into a 10-year contract under which Quest Diagnostics will be the
exclusive provider of testing to support SmithKline Beechams clinical trials testing
requirements worldwide.
At closing, SmithKline Beecham will receive approximately $1.0 billion in cash and 12.6
million newly issued shares of Quest Diagnostics common stock, or approximately 29.5% of
the outstanding shares. SmithKline Beecham will also receive two seats on the Quest
Diagnostics board of directors.
Quest Diagnostics expects the transaction to produce a broad range of benefits for
customers, including: improved quality, convenience and accessibility; expanded test
development for healthcare consumers; and more dynamic laboratory data and information
products to help providers and insurers better manage their patients health.
In two separate matters, shareholders reelected William F. Buehler, Van C. Campbell and
Dan C. Stanzione as directors to serve until the 2002 annual meeting, and approved the
companys 1999 Employee Equity Participation Program.
Quest Diagnostics, headquartered in Teterboro, N.J., is one of the nations
leading providers of diagnostic testing, information and services to physicians,
hospitals, managed care organizations, employers and government agencies. 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 identify and monitor patients who are at-risk for certain diseases.
QuestNet is an innovative new product offering that provides network management services
to large buyers of health care services. Additional information about the company is
available 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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