- Transaction to generate significant synergies and expand geographic reach - - Establishes leading position in testing-related business serving life insurance industry -LYNDHURST, N.J. and LENEXA, Kan., Aug 08, 2005 /PRNewswire-FirstCall via COMTEX/ -- Quest
Diagnostics Incorporated (NYSE: DGX), the nation's leading provider of
diagnostic testing, information and services, announced today that it has
signed a definitive agreement to acquire LabOne, Inc. (Nasdaq: LABS). Under
the terms of the agreement, which was unanimously approved by both companies'
Boards of Directors, Quest Diagnostics will acquire all outstanding common
shares of LabOne for $43.90 per share in a cash transaction valued at $934
million, after the assumed settlement of LabOne's convertible debt for $132
million.
LabOne provides health screening and risk assessment services to life
insurance companies, as well as clinical diagnostic testing services to
healthcare providers and drugs-of-abuse testing to employers. LabOne, which is
headquartered in Lenexa, Kansas, reported revenues of $468 million for the
year ended December 31, 2004, and has 3,100 employees. LabOne operates major
laboratories in Lenexa, Kansas, and Cincinnati, Ohio, as well as a state-of-
the-art call center in Lee's Summit, Missouri, and provides paramedical
examination services throughout the United States and Canada.
"This acquisition will generate significant synergies, solidify our
leadership position in diagnostic testing by expanding access for physicians
and patients, and strengthen our drugs-of-abuse testing business," said Surya
N. Mohapatra, Ph.D., Chairman and Chief Executive Officer of Quest
Diagnostics. "In addition, it will establish us as the leader in a new,
testing-related business, providing health screening and risk assessment
services to the life insurance industry. Our industry-leading access and
distribution will complement the existing LabOne network and will enhance
convenience for life insurance applicants and accelerate growth in the risk
assessment business."
Dr. Mohapatra continued: "We look forward to bringing together two
organizations with complementary operations that are dedicated to quality,
service and innovation, and I am pleased that Tom Grant will join Quest
Diagnostics and lead the combined businesses serving the life insurance
industry and employers."
"I believe this is an attractive transaction for our shareholders and will
deliver significant value to them. I am also excited about the benefits to
our customers and employees of joining with Quest Diagnostics," said W. Thomas
Grant II, Chairman and Chief Executive Officer of LabOne. "Our customers will
have access to Quest Diagnostics' extensive network of laboratories, patient
service centers and logistics capabilities. In addition, they will benefit
from its innovative science and technology, including Quest Diagnostics
Nichols Institute and advanced healthcare IT solutions. Our employees will
benefit from becoming part of an industry leader with a focus on patients,
growth and people."
The transaction, which is expected to be completed during the fourth
quarter of 2005, is subject to the satisfaction of customary conditions,
including LabOne shareholders' approval and regulatory clearance. Quest
Diagnostics expects to finance the transaction through a combination of cash
on hand, available credit facilities and public debt.
The acquisition is not expected to have a material impact on Quest
Diagnostics' 2005 earnings per share, excluding anticipated charges associated
with the transaction. Quest Diagnostics expects the transaction to generate
annual synergies of approximately $30 million upon completion of the
integration, which is expected to occur within two years of closing. In 2006,
the transaction is expected to be modestly accretive to earnings.
Quest Diagnostics is the leading provider of diagnostic testing services,
serving more than half a million patients per day, with 2004 revenues of $5.1
billion and 39,000 employees. It maintains 35 full-service testing
laboratories in major metropolitan areas across the country as well as 140
rapid-response laboratories and 2,000 conveniently located patient service
centers, where specimens are collected.
Conference Call Scheduled
Quest Diagnostics and LabOne will discuss the transaction during a joint
conference call for investors today. Details are as follows:
Time: 8:30 a.m. Eastern Time
Domestic Dial-in: 888-454-5684
Password: "Investor"
To hear a simulcast of the call over the Internet or a replay, registered
analysts may access StreetEvents at: www.streetevents.com; and all others may
access the Quest Diagnostics website at: www.QuestDiagnostics.com. In
addition, a replay of the call will be available from 11 a.m. today through 11
p.m. on August 22, 2005 to investors in the U.S. by dialing 888-568-0443.
Investors outside the U.S. may dial 402-530-7976. No password is required for
either number.
Earlier today, LabOne reported financial results for the second quarter
ended June 30, 2005. LabOne will not conduct its conference call previously
scheduled for today at 11:00 a.m. Eastern Time.
Additional Information
In connection with the proposed transactions, Quest Diagnostics and LabOne
intend to file relevant materials with the Securities and Exchange Commission
(SEC), including a proxy statement. Because those documents will contain
important information, holders of LabOne common stock are urged to read them
carefully, when they become available. When filed with the SEC, they will be
available free of charge (along with any other documents and reports filed
with the SEC by Quest Diagnostics and LabOne) at the SEC's Web site,
www.sec.gov, and LabOne stockholders will receive information at an
appropriate time on how to obtain these documents and reports free of charge
from LabOne. Such documents are not currently available.
Quest Diagnostics and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from the holders of LabOne
common stock in connection with the proposed transaction. Information about
the directors and executive officers of Quest Diagnostics is set forth in the
proxy statement for Quest Diagnostics' 2005 Annual Meeting of Shareholders,
which was filed with the SEC on March 31, 2005. Investors may obtain
additional information regarding the interest of such participants by reading
the proxy statement when it becomes available.
LabOne and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the holders of LabOne common
stock in connection with the proposed transaction. Information about the
directors and executive officers of LabOne and their ownership of LabOne
common stock is set forth in the proxy statement for LabOne's 2005 Annual
Meeting of Stockholders, which was filed with the SEC on April 19, 2005.
Investors may obtain additional information regarding the interests of such
participants by reading the proxy statement when it becomes available.
About LabOne
Headquartered in the Greater Kansas City area, LabOne is a diagnostic
services provider. The services and information LabOne and its subsidiaries
provide include: risk assessment information services for the insurance
industry; diagnostic healthcare testing to physicians, hospitals, managed care
organizations and employers; and drug testing services and related employee
qualification products to employers and the government. The company's web site
is located at http://www.LabOne.com.
About Quest Diagnostics
Quest Diagnostics is the leading provider of diagnostic testing,
information and services that patients and doctors need to make better
healthcare decisions. 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 a pioneer in developing
innovative new diagnostic tests and advanced healthcare information technology
solutions that help improve patient care. Additional company information is
available at: 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, statements concerning the financial
condition, results of operations and businesses of Quest Diagnostics and
LabOne. 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 approval
by LabOne shareholders 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 LabOne, unanticipated expenditures,
competitive environment, changes in government regulations, changing
relationships with customers, payers, suppliers and strategic partners and
other factors described in the Quest Diagnostics Incorporated and LabOne 2004
Form 10-K and subsequent filings.
SOURCE Quest Diagnostics Incorporated and LabOne, Inc.
Quest Diagnostics:
Joseph Manory (Investors)
201-393-5030
Gary Samuels (Media)
201-393-5700;
LabOne:
John McCarty (Investors)
913-577-1245
Peter Wilkinson (Media)
913-577-1333