Quest Diagnostics To Complete Celera Deal Through Short-Form Merger

Quest Diagnostics Inc. (DGX) plans to complete its deal for genetics-diagnostics test developer Celera Corp. (CRA) through a short-form merger, as the company announced that it held 61% of Celera's shares after the closing of tender offer, which had been extended several times.

As of Tuesday's deadline about 53.2 million shares were tendered and not withdrawn, including 1.5 million tendered during the final one-week extension.

Quest is the latest company to use a so-called "top up" option, which in this case allows the acquirer to purchase enough shares to give it a stake of more than 90% at the offer price of $8 each, allowing the company to complete the acquisition without a shareholder vote.

Quest in March said the transaction, which initially was set to close at the end of April, is valued at $344 million, net of $327 million of cash and short-term investments it will acquire in the deal. It expected the transaction value to be further reduced as it realizes a significant portion of the target's available tax credit, net operating loss carryforwards and capitalized research and development.

Celera in April agreed to amend the terms of the deal to settle lawsuits filed in Delaware and California. The tender offer was extended as some shareholders said the bid undervalued Celera. Quest also agreed to reduce a termination fee in the deal.

Quest shares closed Tuesday at $57 and were inactive premarket.

-By Tess Stynes, Dow Jones Newswires; 212-416-2481; [e-mail]