TETERBORO, N.J., Feb 6, 2003 /PRNewswire-FirstCall via COMTEX/ -- Quest
Diagnostics Incorporated (NYSE: DGX) announced today that it has commenced a
cash tender offer for any and all outstanding $100.8 million principal amount of
Unilab Corporation 12-3/4% Senior Subordinated Notes due 2009. The tender offer
is in connection with Quest Diagnostics' previously announced agreement to
acquire Unilab Corporation (Nasdaq: ULAB). The tender offer will be financed
with a combination of cash on hand and borrowings under a $450 million
amortizing term loan facility.
The tender offer is subject to a number of conditions and contingencies,
including the successful completion of the acquisition of Unilab and the receipt
of consents from a majority of the outstanding noteholders. The tender offer is
made upon the terms and conditions set forth in Quest Diagnostics' Offer to
Purchase and Consent Solicitation Statement dated February 6, 2003. The tender
offer will expire at 12 midnight, New York City time on March 6, 2003, unless
extended or terminated by Quest Diagnostics. Under the terms of the offer, Quest
Diagnostics will purchase the outstanding notes at a price to be determined two
business days prior to the expiration date of the tender offer by reference to a
fixed spread of 50 basis points over the yield to maturity of 1.875% U.S.
Treasury Notes due September 30, 2004, plus accrued and unpaid interest.
Included in this purchase price is a consent payment equal to $30.00 per $1,000
principal amount of the notes for those noteholders who tender prior to the end
of the consent period.
In connection with the tender offer, Quest Diagnostics is also seeking consents
from the noteholders to certain proposed amendments to the indenture governing
the notes. The purpose of the proposed amendments is to eliminate substantially
all of the restrictive provisions of the indenture. Subject to certain
conditions, only noteholders who consent to the proposed amendments by validly
tendering their notes prior to the end of the consent period (5 p.m. New York
City time on February 20, unless extended) will receive the consent payment.
Tendered notes may not be withdrawn and consents may not be revoked after the
end of the consent period. Payment for validly tendered notes is expected to be
made promptly following the expiration of the tender offer.
Merrill Lynch & Co. will act as Dealer Manager for the tender offer and consent
solicitation. The Information Agent is Georgeson Shareholder Communications Inc.
and the Depositary is HSBC Bank USA. Persons with questions regarding the tender
offer and consent solicitation should contact Merrill Lynch & Co., Liability
Management Group, at either 888-ML4-TNDR or 212-449-4914. 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
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 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 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, Media - Gary Samuels,
+1-201-393-5700, both of Quest Diagnostics Incorporated
URL: http://www.questdiagnostics.com
Copyright (C) 2003 PR Newswire. All rights reserved.