TETERBORO, N.J., and CINCINNATI, April 26 /PRNewswire/ --
Quest Diagnostics Incorporated (NYSE: DGX), the leading provider of diagnostic
testing, information and services, and MedPlus, Inc. (Nasdaq: MEDP), a health
care information technology company, announced today the execution of a
definitive purchase agreement whereby Quest Diagnostics will acquire the
remaining 82% of voting shares of MedPlus stock it does not currently own at
the price of $2 per share in cash. In addition, Quest Diagnostics will
provide MedPlus with a secured line of credit of up to $5 million until the
acquisition is consummated.
The boards of both companies have approved the proposed merger, and
MedPlus has received a favorable fairness opinion regarding the transaction
valuation from an independent consulting firm. In addition, Quest Diagnostics
has received irrevocable proxies approving the proposed transaction from
certain MedPlus shareholders, which, together with the shares owned by Quest
Diagnostics, represent approximately 62% of the total outstanding voting
shares. The closing of this transaction is expected to occur after the
MedPlus annual shareholders' meeting in June 2001.
"We believe MedPlus has developed exceptional technology solutions for
hospitals and physician groups," said Kenneth W. Freeman, Chairman and Chief
Executive Officer of Quest Diagnostics. "Quest Diagnostics' ownership will
ensure that MedPlus has the resources it needs to continue to develop,
distribute and promote its ChartMaxx(TM), eMaxx(TM), OptiMaxx(R), and
Step2000(R) solutions."
"This is definitely the right step for securing MedPlus' future," said
Richard A. Mahoney, Chairman and Chief Executive Officer. "We are currently
implementing several new ChartMaxx(TM) systems, and our eMaxx(TM) physician
portal solution will begin implementation in two additional states in the
coming weeks. Our merger with Quest Diagnostics will enhance momentum for our
systems solutions and our organization as a whole."
About MedPlus
MedPlus(R) (Nasdaq: MEDP) is a leading developer and integrator of
clinical connectivity and data management solutions for healthcare
organizations and clinicians. These solutions efficiently and securely
collect, store, manage and retrieve clinical information within an
organization, enterprise or community via virtual private networks and/or the
Internet. MedPlus solutions, including eMaxx(TM) (physician-focused clinical
integration portal solution), ChartMaxx(TM) (electronic patient record
solution) and OptiMaxx(R) (records storage and retrieval solution) have been
implemented in more than 125 hospitals throughout North America. For more
information, visit the Company's Web site at http://www.medplus.com.
About Quest Diagnostics
Quest Diagnostics is the nation's leading provider of diagnostic testing,
information and services with annual revenues of $3.4 billion in 2000. The
company's diagnostic testing yields information that enables health care
professionals and consumers to make better decisions to improve health. Quest
Diagnostics offers patients and physicians the broadest access to diagnostic
testing services through its national network of approximately 30 full-service
laboratories, 150 rapid response laboratories and more than 1,300 patient
service centers, where specimens are collected. Quest Diagnostics is the
leading provider of esoteric testing, including gene-based testing, and is the
leader in routine medical testing, drugs of abuse testing, and anatomic
pathology testing. Through partnerships with pharmaceutical, biotechnology
and information technology companies, Quest Diagnostics provides support to
help speed the development of health care insights and new therapeutics.
Additional company information can be found on the Internet at:
http://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 described
in the Quest Diagnostics Incorporated 2000 Form 10-K and subsequent filings.
This press release contains forward-looking statements which are subject
to various risks and uncertainties which could occur and which could cause
actual events to differ materially from those anticipated in these statements.
For example, the closing of Quest Diagnostics Incorporated's acquisition of
MedPlus is subject to a number of conditions customary in such transactions,
such as, but not limited to, the absence of material adverse changes in the
business of MedPlus and the timely receipt of all necessary governmental
approvals and third-party consents, which if not satisfied, could delay or
prevent the closing or could otherwise cause the outcome to be materially
different. With respect to the $5,000,000 line of credit agreement, only
$500,000 is available until certain third party contractual provisions have
been amended to the satisfaction of Quest Diagnostics. While MedPlus believes
such provisions will be amended in the immediate future, if that does not
occur, the available line of credit may not be sufficient to allow the Company
to meet its current and anticipated financial obligations. In that event, and
if the proposed merger were not to close, the Company may be unable to
continue as a going concern.
MedPlus, ChartMaxx, eMaxx and OptiMaxx are either registered trademarks or
trademarks of MedPlus, Inc.
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SOURCE Quest Diagnostics Incorporated
CONTACT: Media - Gary Samuels, 201-393-5700, or Investors - Cathy
Doherty, 201-393-5030, both of Quest Diagnostics Incorporated; Phil Present of
MedPlus, Inc., 513-583-0500/