TETERBORO, N.J., Feb. 27 /PRNewswire-FirstCall/ -- Quest Diagnostics
Incorporated (NYSE: DGX) announced today that, as of 5:00 p.m., New York City
time, on February 26, 2003 (the consent date), it had received the requisite
consents from the holders of the 12 3/4% Senior Subordinated Notes due 2009 of
Unilab Corporation (Nasdaq: ULAB) to certain amendments to the indenture under
which the notes were issued. Specifically, Quest Diagnostics received
consents from 100% of holders or $100.8 million aggregate principal amount of
outstanding notes.
The notes are subject to the terms and conditions of Quest Diagnostics'
fixed spread cash tender offer, as set forth in its Offer to Purchase and
Consent Solicitation Statement dated February 6, 2003. The expiration date
for the tender offer is 12:00 midnight, New York City time, on March 6, 2003,
unless extended by Quest Diagnostics. The purchase price and consent payment
for notes tendered on or prior to the consent date will be paid promptly in
immediately available funds following the expiration of the tender offer. The
amendments to the indenture for which the consents were solicited will not
become operative unless and until Quest Diagnostics accepts for payment the
notes validly tendered.
Merrill Lynch & Co. is acting as Dealer Manager, Georgeson Shareholder
Communications Inc. is the Information Agent and HSBC Bank USA is the
Depositary. Persons with questions regarding the tender offer and consent
solicitation should contact Merrill Lynch & Co., Liberty Management Group, at
either: 888-ML4-TNDR or 212-449-4914. Questions concerning the procedures for
tendering or requests for Offer to Purchase and Consent Solicitation Statement
material should contact the Information Agent, Georgeson Shareholder
Communications Inc., at 866-283-1946 (toll free) or 212-440-9800 (banks and
brokerage firms).
About Quest Diagnostics
Quest Diagnostics Incorporated is the nation's leading provider of
diagnostic testing, information and services, providing insights that enable
physicians, hospitals, managed care organizations and other healthcare
professionals to make decisions to improve health. The Company offers the
broadest access to diagnostics laboratory services through its national
network of laboratories and patient service centers. Quest Diagnostics is the
leading provider of esoteric testing, including gene-based medical testing,
and empowers healthcare organizations and clinicians with state-of-the-art
connectivity solutions that improve practice management. Additional company
information can be found on the Internet at:
http://www.questdiagnostics.com .
FORWARD-LOOKING STATEMENTS:
This communication contains certain forward-looking statements under the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements, which may include, but are not limited to, statements concerning
the financial condition, results of operations and businesses of Quest
Diagnostics and Unilab and the benefits expected to result from the
contemplated transaction, are based on management's current expectations and
estimates and involve risks and uncertainties that could cause the actual
results or outcomes to differ materially from those contemplated by the
forward-looking statements.
Factors that could cause or contribute to such differences may include,
but are not limited to, the risk that the conditions relating to the required
minimum tender of Unilab shares or regulatory clearance might not be satisfied
in a timely manner or at all, risks relating to the integration of the
technologies and businesses of Quest Diagnostics and Unilab, unanticipated
expenditures, changing relationships with customers, suppliers and strategic
partners, conditions of the economy and other factors described in the most
recent reports on Form 10-Q, most recent reports on Form 10-K and other
periodic reports filed by Quest Diagnostics and Unilab with the Securities and
Exchange Commission.
SOURCE Quest Diagnostics Incorporated
/CONTACT: Investors - Laure Park, +1-201-393-5030, or Media - Gary
Samuels, +1-201-393-5700, both of Quest Diagnostics Incorporated/