MADISON, N.J., June 12 /PRNewswire-FirstCall/ -- Quest Diagnostics
Incorporated (NYSE: DGX), the world's leading provider of diagnostic testing,
information and services, announced today the determination of the pricing for
its previously announced cash tender offer to purchase up to $200 million
total aggregate principal amount (the "Tender Cap") of its 5.125% Senior Notes
due 2010 and 7.50% Senior Notes due 2011 (collectively, the "Notes"). The
terms and conditions of the tender offer are described in the Offer to
Purchase, dated May 19, 2009 and related Letter of Transmittal.
Quest Diagnostics will pay holders who validly tendered and did not
validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on
June 2, 2009 (the "Early Tender Date") the Total Tender Offer Consideration of
$1,021.49 for each $1,000 principal amount of its 5.125% Senior Notes due 2010
accepted for purchase and $1,050.44 for each $1,000 principal amount of its
7.50% Senior Notes due 2011 accepted for purchase, plus, in each case, accrued
and unpaid interest up to, but not including, the settlement date.
The Total Tender Offer Consideration, which includes an Early Tender
Premium of $30 per $1,000 principal amount of the Notes tendered, has been
determined for each series of Notes by reference to the applicable fixed
spread over the applicable Reference Yield based on the bid-side price of the
applicable Reference Treasury Security, as calculated by Banc of America
Securities LLC, the Lead Dealer Manager, at 2:00 p.m., New York City time, on
June 12, 2009. The formula for determining the Total Tender Offer
Consideration is set forth in Schedule A of the Offer to Purchase. The Total
Tender Offer Consideration and the applicable Reference Yields are detailed in
the table below.
Aggregate
Principal Reference
CUSIP Title of Amount Treasury Reference
Number Security Outstanding Security Yield
74834LAK6 5.125% $400,000,000 0.875% 1.251%
Senior Notes due April 30,
due 2010 2011
74834LAE0 7.50% $275,000,000 0.875%
Senior Notes due April 30, 1.251%
due 2011 2011
Total Tender Late Tender
Offer Offer Accrued
CUSIP Fixed Spread Consideration Consideration Interest
Number (bps) (1) (1) (1)
74834LAK6 + 225 $1,021.49 $991.49 $6.69
74834LAE0 + 365 $1,050.44 $1,020.44 $32.50
(1) Per $1,000 principal amount of Notes tendered and validly accepted
assuming a settlement date of June 18, 2009.
Holders who validly tender and do not validly withdraw their Notes after
the Early Tender Date but at or prior to midnight, New York City time, on June
16, 2009, unless extended (the "Expiration Date"), will be eligible to receive
the applicable Total Tender Offer Consideration minus the Early Tender Premium
(the "Late Tender Offer Consideration"), plus accrued and unpaid interest up
to, but not including, the settlement date.
The amount of each series of Notes to be purchased will be determined
based on the Tender Cap and the order of priority set forth in the Offer to
Purchase. Settlement of the offer is expected to occur two business days
following the Expiration Date.
Quest Diagnostics has retained Banc of America Securities LLC to act as
Lead Dealer Manager and Calyon Securities (USA) Inc. and Mitsubishi UFJ
Securities (USA), Inc. to serve as Co-Dealer Managers. Global Bondholder
Services Corporation has been retained to serve as the depositary and as the
information agent for the tender offer.
For additional information regarding the terms of the tender offer, please
contact: Banc of America Securities LLC at (888) 292-0070 (toll free) or (980)
388-4603 (collect).
Requests for documents and questions regarding the tendering of Notes may
be directed to Global Bondholder Services Corporation at (866) 470-3800 (toll
free).
About Quest Diagnostics
Quest Diagnostics is the world's 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 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
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 may be
forward-looking statements. Readers are cautioned not to place undue reliance
on forward-looking statements, which speak only as of the date that they are
made and which reflect management's current estimates, projections,
expectations or beliefs and which involve risks and uncertainties that could
cause actual results and outcomes to be materially different. Risks and
uncertainties that may affect the future results of the company include, but
are not limited to, adverse results from pending or future government
investigations, lawsuits or private actions, the competitive environment,
changes in government regulations, changing relationships with customers,
payers, suppliers and strategic partners and other factors discussed in
"Business" in Part I, Item 1, "Risk Factors" and "Cautionary Factors that May
Affect Future Results" in Part I, Item 1A, "Legal Proceedings" in Part I, Item
3, "Management's Discussion and Analysis of Financial Condition and Results of
Operations" in Part II, Item 7 and "Quantitative and Qualitative Disclosures
About Market Risk" in Part II, Item 7A in the company's 2008 Annual Report on
Form 10-K and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Quantitative and Qualitative Disclosures About
Market Risk" in the company's 2009 Quarterly Report on Form 10-Q and other
items throughout the Form 10-K and the company's 2009 Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K.
Quest Diagnostics Contacts:
Laure Park (Investors): 973-520-2900
Wendy Bost (Media): 973-520-2800
SOURCE Quest Diagnostics Incorporated