LYNDHURST, N.J., May 21 /PRNewswire-FirstCall/ -- Quest Diagnostics
Incorporated (NYSE: DGX), the nation's leading provider of diagnostics
testing, information and services, announced today that it has commenced a
cash tender offer for all of the outstanding $350,000,000 principal amount
10 1/2% Senior Subordinated Notes due 2013 (CUSIP Nos. 03071D AC 3 and 03071D
AA 7) of AmeriPath, Inc. (AmeriPath). The tender offer is being made by Quest
Diagnostics in connection with its previously announced agreement to acquire
AmeriPath. The tender offer is part of a plan by Quest Diagnostics to
refinance indebtedness, reduce interest expense and eliminate certain
provisions contained in the indenture governing the notes. Quest Diagnostics
currently intends to pay for the acquisition of AmeriPath and to refinance the
notes with a portion of the proceeds of a new, one-year, $1.1 billion bridge
loan facility and a new, five-year, $1.5 billion term loan facility. Quest
Diagnostics has received a commitment from Morgan Stanley Senior Funding, Inc.
for the loan facilities.
The tender offer is subject to a number of conditions and contingencies,
including the successful completion of the acquisition of AmeriPath, the
receipt of consents from a majority of the outstanding noteholders to the
proposed amendments to the indenture described below and receipt of adequate
financing. The tender offer is made upon the terms and conditions set forth
in Quest Diagnostics' Offer to Purchase and Consent Solicitation Statement
dated May 21, 2007. The tender offer will expire at 12:00 midnight, ET, on
June 18, 2007, unless extended or terminated by Quest Diagnostics.
Under the terms of the tender offer, Quest Diagnostics will purchase the
outstanding notes at a price to be determined ten business days prior to the
expiration date of the tender offer by reference to a fixed spread of 50 basis
points over the yield to maturity of the 4.625% U.S. Treasury Note due March
31, 2008. Included in this purchase price is a consent payment equal to $30
per $1,000 principal amount of the notes for those noteholders who are
entitled to such payment.
In connection with the tender offer, Quest Diagnostics is also seeking
consents from the noteholders to certain proposed amendments to the indenture
governing the notes. The purpose of the proposed amendments is to eliminate
substantially all of the restrictive provisions in the indenture. Subject to
certain conditions, only noteholders who consent to the proposed amendments by
validly tendering their notes prior to the consent deadline (5:00 p.m., ET, on
June 4, 2007, unless extended) will receive the consent payment. Tendered
notes may not be withdrawn and consents may not be revoked after the end of
the consent period. Payment for notes validly tendered prior to the consent
deadline is expected to be made promptly following the consent deadline on an
early settlement date.
Morgan Stanley & Co. Incorporated will act as Dealer Manager for the
tender offer and consent solicitation. People with questions regarding the
tender offer and consent solicitation should contact Morgan Stanley & Co.
Incorporated at (212) 761-5384. The Information Agent and Depositary is
Global Bondholder Services Corporation. People with questions concerning the
procedures for tendering notes or requests for the Offer to Purchase and
Consent Solicitation Statement should contact the information agent, Global
Bondholder Services Corporation, at (866) 804-2200.
None of Quest Diagnostics, AmeriPath, the Dealer Manager, the Information
Agent and the Depositary or the trustee for the notes makes any recommendation
as to whether or not the holders of notes should tender their notes pursuant
to the tender offer and provide consents to the proposals.
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.
This communication contains certain forward-looking statements. These
forward-looking statements, which may include, but are not limited to,
statements concerning the proposed acquisition, 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 may include, but are not limited to the risks and uncertainties
described in the Quest Diagnostics Incorporated 2006 Form 10-K and subsequent
filings.
SOURCE Quest Diagnostics Incorporated
-0- 05/21/2007
/CONTACT: Laure Park, Investor Relations, +1-201-393-5030, or Nancy
Fitzsimmons, Media Relations, +1-201-393-5700, both of Quest Diagnostics
Incorporated/
/Web site: http://www.questdiagnostics.com /
(DGX)
CO: Quest Diagnostics Incorporated; AmeriPath, Inc.
ST: New Jersey
IN: HEA MTC BIO
SU: TNM
MJ-MJ
-- NYM039 --
9855 05/21/2007 07:30 EDT http://www.prnewswire.com