LYNDHURST, N.J., June 5 /PRNewswire-FirstCall/ -- Quest Diagnostics
Incorporated (NYSE: DGX), the nation's leading provider of diagnostics
testing, information and services, announced today the determination of
pricing in connection with its cash tender offer and consent solicitation for
any and all of the outstanding $350,000,000 principal amount 10 1/2% Senior
Subordinated Notes due 2013 (the "Notes") (CUSIP Nos. 03071D AC 3 and 03071D
AA 7) of AmeriPath, Inc. ("AmeriPath").
The tender offer and the related consent solicitation to amend the
indenture pursuant to which the Notes were issued are being made upon the
terms and subject to the conditions set forth in the Offer to Purchase and
Consent Solicitation Statement dated May 21, 2007 (the "Offer to Purchase")
and the related Letter of Transmittal and Consent. The tender offer will
expire at midnight, New York City time, on Monday, June 18, 2007 (the
"Expiration Time") unless extended by Quest Diagnostics.
The total consideration for the Notes was determined as of 2:00 p.m., New
York City time, on June 4, 2007, using the bid-side yield on the 4.625% U.S.
Treasury Note due March 31, 2008 (the "Reference Security") as displayed on
the Bloomberg Government Pricing Monitor Page PX3 plus 50 basis points, minus
accrued and unpaid interest to, but not including, the Early Settlement Date
(defined below). The yield on the Reference Security was 5.089% and the tender
offer yield was 5.589%. Accordingly, the total consideration for each $1,000
principal amount of Notes validly tendered and not withdrawn at or prior to
the Consent Deadline is $1,088.58 (the "Total Consideration"). The Total
Consideration includes a consent payment of $30.00 per $1,000 principal amount
of the Notes, which will be payable only in respect of the Notes purchased
that were validly tendered and not withdrawn on or prior to 5:00 p.m., New
York City time, on June 4, 2007 (the "Consent Deadline"). Holders who tender
their Notes after the Consent Deadline and at or prior to the Expiration Time
will not be eligible to receive the consent payment, and accordingly will only
be eligible to receive an amount equal to the Total Consideration less the
consent payment (the "Tender Offer Consideration"). Holders whose Notes are
accepted for payment will also be paid accrued and unpaid interest from the
most recent interest payment date to, but not including, the applicable
Settlement Date. For the purposes of calculating the Total Consideration and
the Tender Offer Consideration pursuant to the terms of the tender offer, the
Early Settlement Date is June 8, 2007, which is the date that Quest
Diagnostics expects to settle the purchase of Notes which have been validly
tendered and not withdrawn on or prior to the Consent Deadline.
In addition, Quest Diagnostics announced that approximately $348.0 million
of outstanding Notes, or approximately 99.4% of the aggregate principal amount
of Notes outstanding, had been validly tendered and not withdrawn at or prior
to the Consent Deadline. Accordingly, Quest Diagnostics has received the
requisite consents to adopt the proposed amendments to the Indenture governing
the Notes pursuant to the consent solicitation. The amendments to the
Indenture contained in such supplemental indenture become effective upon
execution of the supplemental indenture but will not become operative until
the date on which all Notes validly tendered prior to the Consent Deadline and
not withdrawn at or prior to the Consent Deadline are accepted for purchase on
the Early Settlement Date pursuant to the Offer to Purchase.
Morgan Stanley & Co. Incorporated is acting as Dealer Manager for the
tender offer and consent solicitation. The Information Agent and Depositary
is Global Bondholder Services Corporation. Persons with questions regarding
the tender offer and consent solicitation should contact Morgan Stanley & Co.
Incorporated at (212) 761-5384 (attn: Tate Forrester). Questions concerning
the procedures for tendering Notes or requests for the Offer to Purchase
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 http://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
CONTACT: Laure Park, Investor Relations, +1-201-393-5030, or Gary
Samuels, Media Relations, +1-201-393-5700
Web site: http://www.questdiagnostics.com