TETERBORO, N.J., Mar 5, 2003 /PRNewswire-FirstCall via COMTEX/ -- Quest
Diagnostics Incorporated (NYSE: DGX) announced today the tender offer
consideration and the total consideration to be paid for notes validly tendered
in its cash tender offer for all of the outstanding $100.8 million 12 3/4%
Senior Subordinated Notes due 2009 of Unilab Corporation (Nasdaq: ULAB). The
tender offer is subject to the terms and conditions set forth in the Offer to
Purchase and Consent Solicitation Statement dated February 6, 2003, and will
expire at 12:00 midnight, New York City time, on Thursday, March 6, 2003.
The total consideration to be paid for each validly tendered note was determined
using the yield of the applicable reference security (i.e., the 1.875% U.S.
Treasury Note due September 30, 2004), plus a fixed spread of 50 basis points.
The yield on the applicable reference security, as calculated by Merrill Lynch &
Co., at 2:00 p.m., New York City time, on Tuesday, March 4, 2003, was 1.34%.
Accordingly, the tender offer yield and the total consideration per $1,000
principal amount of notes, are 1.84% and $1229.64, respectively. The tender
offer consideration, which is payable to holders of notes who tender after the
consent period, is equal to the total consideration less the consent payment of
$30.00, or $1199.64 per $1,000 principal amount of notes. Payment for validly
tendered notes is expected to be made on Friday, March 7, 2003. As of 2:00 p.m.
on March 4, 2003, 100% of the outstanding principal amount of the notes have
been 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., 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
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 acquisition by Quest Diagnostics of
Unilab, 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, regulatory clearance for the acquisition by Quest Diagnostics of
Unilab 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:
Laure Park (Investors), +1-201-393-5030, or Gary Samuels
(Media), +1-201-393-5700, both of Quest Diagnostics
URL: http://www.questdiagnostics.com
Copyright (C) 2003 PR Newswire. All rights reserved.