-Quest Diagnostics and Unilab to File Supplementary Disclosure Materials With SEC-
TETERBORO, N.J., Jan. 21 /PRNewswire-FirstCall/ --
Quest Diagnostics Incorporated (NYSE: DGX), the nation's leading provider of
diagnostic testing, information and services, announced today that it has
extended the expiration date for its previously announced cash election
exchange offer for all outstanding shares of Unilab Corporation common stock.
The offer was extended by 10 business days and will now expire at 12:00
midnight, New York City time, on Monday, February 3, 2003, unless extended.
In addition, Quest Diagnostics and Unilab expect to file today with the
Securities and Exchange Commission the supplementary disclosure materials to
be disseminated to Unilab stockholders describing the amended terms of the
exchange offer made by Quest Diagnostics for all of Unilab's outstanding
shares. As previously disclosed, the termination date of the merger agreement
was extended to January 31, 2003; however, unless terminated, the merger
agreement remains in effect.
Unilab and Quest Diagnostics entered into a definitive merger agreement in
April, 2002, pursuant to which Quest Diagnostics has offered to acquire all of
the outstanding shares of Unilab. The parties amended the terms of the merger
agreement on January 4, 2003. The amendment, among other things, reduced the
per-share consideration available to Unilab stockholders in the offer. As
previously announced, the parties have been engaged in ongoing settlement
discussions with the Federal Trade Commission regarding the concerns expressed
by the FTC about the proposed transaction. The parties hope to close the
transaction by February 28, 2003.
As of 12:00 midnight, New York City time, on January 17, 2002,
approximately 28 million shares of Unilab Corporation common stock had been
tendered, representing approximately 83% of the outstanding Unilab Corporation
common stock.
For additional information on the cash election exchange offer, Unilab
shareholders may contact Georgeson Shareholder Communications at 212-440-9800.
In addition, Merrill Lynch is the Dealer Manager for the exchange offer and
may be contacted toll free at 866-276-1462.
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 diagnostic 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. 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 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.
Additional Information:
On May 15, 2002, Quest Diagnostics filed a Registration Statement on Form
S-4, as amended, and a Schedule TO, as amended, and Unilab filed a
Solicitation/Recommendation Statement on Schedule 14D-9, as amended, with the
Securities and Exchange Commission in connection with the transaction. A
Prospectus, which is part of the Registration Statement on Form S-4, the
Solicitation/Recommendation Statement on Schedule 14D-9, and related exchange
offer materials, including a letter of election and transmittal, has been
mailed to stockholders of Unilab. In addition, Quest Diagnostics has
previously filed a Statement on Schedule 13D, as amended, relating to its
agreement with Kelso Investment Associates VI, L.P. and KEP VI, LLC.
Investors and stockholders of Unilab are urged to read all of these documents
carefully. These documents contain important information about the
transaction and should be read before any decision is made with respect to the
exchange offer. Investors and stockholders are able to obtain free copies of
these documents through the website maintained by the Securities and Exchange
Commission at http://www.sec.gov . Free copies of these documents may also be
obtained from Quest Diagnostics by directing a request to Quest Diagnostics
Incorporated at One Malcolm Avenue, Teterboro, New Jersey, 07608, or from
Unilab by directing a request to Unilab Corporation at 18448 Oxnard Street,
Tarzana, California, 91356.
In addition to the Registration Statement on Form S-4, Schedule TO,
Prospectus, Solicitation/Recommendation Statement on Schedule 14D-9 and
related exchange offer materials, both Quest Diagnostics and Unilab file
annual, quarterly and special reports, proxy statements and other information
with the Securities and Exchange Commission. You may read and copy any
reports, Statements or other information filed by Quest Diagnostics or Unilab
at the SEC public reference room at 450 Fifth Street, N.W., Washington, D.C.,
20549, or at any of the Securities and Exchange Commission's other public
reference rooms in New York, New York and Chicago, Illinois. Please call the
Securities and Exchange Commission at 800-SEC-0330 for further information on
the public reference rooms. Quest Diagnostics' and Unilab's filings with the
Securities and Exchange Commission are also available to the public from
commercial document-retrieval services and at the website maintained by the
Securities and Exchange Commission at http://www.sec.gov.
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 /