TETERBORO, N.J., and TARZANA, Calif., Jan. 6 /PRNewswire-FirstCall/ --
Quest Diagnostics Incorporated (NYSE: DGX) and
Unilab Corporation (Nasdaq: ULAB) announced that they have executed the
amendment of their previously announced Merger Agreement under which Quest
Diagnostics would acquire Unilab. In addition, Quest Diagnostics announced
that it and an undisclosed third party purchaser have submitted a proposal to
the Federal Trade Commission (FTC) related to the proposed divestiture of
certain assets of the combined company in Northern California following the
completion of the merger with Unilab. The divestiture is subject to FTC
review and approval.
As previously announced, the changes to the Merger Agreement reduce the
value of the overall transaction by approximately $60 million, based on the
closing price of Quest Diagnostics common stock on November 29, 2002. Under
the amended terms of the Merger Agreement, Unilab shareholders have the right
to elect either 0.3424 of a share of Quest Diagnostics common stock or
$19.10 in cash for each Unilab share tendered. In the exchange offer and the
merger, Quest Diagnostics will not issue more than 8.5 million shares
(including shares reserved for options outstanding at the consummation of the
merger) or pay more than $297 million in cash. Based on these amounts, up to
but not more than approximately 42% of the outstanding Unilab shares may be
exchanged for cash and up to but not more than approximately 66% of the
outstanding Unilab shares may be converted into Quest Diagnostics shares. In
addition, the termination date of the Merger Agreement was extended from
November 30, 2002 to January 31, 2003.
The changes to the Merger Agreement will be described in the parties'
respective SEC filings that will be distributed to Unilab stockholders.
The proposed divestiture of assets in Northern California is intended to
address issues raised by the FTC in its review of the Unilab transaction. The
assets to be sold to a prospective third party include the assignment of
capitated contracts with independent physician associations (IPAs), as well as
the leases for certain patient service centers and rapid response laboratories
located throughout Northern California. The divestiture is contingent on the
completion of the Unilab transaction.
Quest Diagnostics and Unilab hope to complete the exchange offer by
January 31, 2003. However, there can be no assurance that the conditions to
the transaction, including receipt of FTC approval, will be satisfied by that
time.
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 Unilab
Unilab Corporation is the largest provider of clinical laboratory testing
services in California through its primary testing facilities in Los Angeles,
San Jose and Sacramento and over 400 patient service centers and rapid
response laboratories located throughout the state. Additional information is
available on the Company's website at: www.unilab.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 business of Unilab, 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. Certain of these
risks and uncertainties are described in Unilab's most recent reports on Form
10-Q, most recent reports on Form 10-K and other periodic reports filed by
Unilab with the Securities and Exchange Commission.
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: 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 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
www.sec.gov.
SOURCE Quest Diagnostics; Unilab Corporation
/CONTACT: Investors, Laure Park, +1-201-393-5030, or Media, Gary Samuels,
+1-201-393-5700, both of Quest Diagnostics; or Brian Urban of Unilab,
+1-818-758-6611/
/Web site: http://www.questdiagnostics.com