TETERBORO, N.J., Dec. 15 /PRNewswire-FirstCall/ -- Quest Diagnostics
Incorporated (NYSE: DGX), the nation's leading provider of diagnostic testing,
information and services, announced that it repurchased 2.7 million shares of
its common stock for approximately $254 million from GlaxoSmithKline plc
(NYSE: GSK). The share repurchase, which was separately authorized by the
Board of Directors and does not reduce the company's existing share repurchase
authorization, was financed primarily through cash on hand. GlaxoSmithKline's
ownership position is now 18.25 million shares, or approximately 18.5% of the
company's outstanding common stock.
Under a Stockholder Agreement between the two companies, as long as
GlaxoSmithKline owns at least 20% of the company's stock, it has the right to
designate two members of the Quest Diagnostics' Board of Directors. With the
reduction in its ownership position, GlaxoSmithKline will now have the right
to designate one member of the Quest Diagnostics' Board of Directors. No
changes in Board membership are currently planned as a result of this
transaction.
In addition, the company announced that it intends to call all of its
outstanding 1-3/4% contingent convertible debentures due 2021. The aggregate
principal amount currently outstanding of the debentures is approximately
$250,000,000. The debentures are redeemable at par, plus accrued interest, and
could be funded through existing borrowing facilities. As an alternative to
redemption, holders may convert their debentures into shares of Quest
Diagnostics' common stock at a conversion price of $87.50 per share. If all of
the debentures are converted, the company will issue approximately 2.9 million
shares of stock.
Details concerning the terms and conditions of the call will be more fully
described in a Notice of Redemption and Letter of Transmittal that will be
provided to registered holders of the debentures by the trustee, The Bank of
New York.
Quest Diagnostics Incorporated is the nation's leading provider of
diagnostic testing, information and services, providing insights that enable
healthcare professionals to make decisions that improve health. The company
offers the broadest access to diagnostic testing services through its national
network of laboratories and patient service centers, and provides interpretive
consultation through its extensive medical and scientific staff. Quest
Diagnostics is the leading provider of esoteric testing, including gene-based
medical testing, and provides advanced information technology solutions to
improve patient care. Additional company information is available at:
http://www.questdiagnostics.com.
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, competitive environment, changes in
government regulations, changing relationships with customers, payers,
suppliers and strategic partners and other factors described in the Quest
Diagnostics Incorporated 2003 Form 10-K and subsequent filings.
SOURCE Quest Diagnostics Incorporated
-0- 12/15/2004
/CONTACT: Investors: Laure Park, +1-201-393-5030, Media: Gary Samuels,
+1-201-393-5700, both of Quest Diagnostics Incorporated /
/Web site: http://www.questdiagnostics.com /
(DGX GSK)