TETERBORO, N.J. and TARZANA, Calif., Jan. 17 /PRNewswire-FirstCall/ --
Quest Diagnostics Incorporated (NYSE: DGX) and
Unilab Corporation (Nasdaq: ULAB) announced today that Quest Diagnostics and
Unilab plan to file with the Securities and Exchange Commission and
disseminate to Unilab's stockholders on January 21, 2003 the supplementary
disclosure materials describing the amended terms of the exchange offer made
by Quest Diagnostics for all of Unilab's outstanding shares. Because Quest
Diagnostics' exchange offer is required by federal securities laws to remain
open for at least 10 business days following dissemination of such materials,
Quest Diagnostics will extend its offer accordingly. If, as expected, the
materials are filed on January 21, 2003, then the offer, when extended, would
expire at 12:00 midnight on February 3, 2003, unless further extended. 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.
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: http://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: http://www.questdiagnostics.com .
FORWARD-LOOKING STATEMENTS:
The statements in this press release, which are not historical facts or
information, may be forward-looking statements. These forward-looking
statements involve risks and uncertainties that could cause actual results and
outcomes to be materially different. Certain of these risks and uncertainties
may include, but are not limited to, unanticipated expenditures, changing
relationships with customers, suppliers and strategic partners, conditions of
the economy and other factors described in the Quest Diagnostics Incorporated
2001 Form 10-K and subsequent filings.
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, have 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
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 .
Contacts:
Quest Diagnostics
Laure Park (Investors): 201-393-5030
Gary Samuels (Media): 201-393-5700
Unilab
Brian Urban: 818-758-6611
SOURCE Quest Diagnostics Incorporated; Unilab Corporation
-0- 01/17/2003
/CONTACT: Laure Park, Investors, +1-201-393-5030, or Gary Samuels, Media,
+1-201-393-5700, both of Quest Diagnostics; or Brian Urban of Unilab,
+1-818-758-6611/
/Web site: http://www.questdiagnostics.com
http://www.unilab.com