Celera Announces Settlement with Putative Class Action Plaintiffs

Alameda, CA: Celera Corporation has announced that Celera and other named defendants have entered into a memorandum of understanding (MOU) with plaintiffs' counsel in connection with the previously consolidated putative class action lawsuits filed in Delaware and California state court in connection with the proposed acquisition of Celera by Quest Diagnostics Incorporated.

As previously announced, on March 17, 2011, Celera entered into an Agreement and Plan of Merger (the Merger Agreement) with Quest Diagnostics and its wholly owned subsidiary Spark Acquisition Corporation. Pursuant to the Merger Agreement, on March 28, 2011, Quest Diagnostics and Spark Acquisition Corporation commenced a tender offer to acquire all of the issued and outstanding shares of Celera for $8.00 per share. On April 18, 2011, in connection with the MOU, Celera, Quest Diagnostics and Spark Acquisition Corporation entered into an amendment to the Merger Agreement that (i) reduces the fee payable by Celera in the event of its termination of the Merger Agreement from $23.45 million to $15.6 million, (ii) amends the standstill provision of the Merger Agreement to permit Celera to release third parties currently subject to confidentiality agreements with Celera from any standstill restrictions contained in such agreements and (iii) extends the initial expiration date of the tender offer from April 25, 2011 to May 2, 2011.

Also under the terms of the MOU, Celera will (i) provide additional disclosures in an amendment to be filed today with the Securities and Exchange Commission (SEC) to its solicitation/recommendation statement on Schedule 14D-9 with respect to certain of the analyses undertaken by its financial advisor in connection with such financial advisor' assessment of the fairness to Celera' stockholders, from a financial point of view, of the $8.00 net per share tender offer price, (ii) release third parties currently subject to confidentiality agreements with Celera from any standstill restrictions contained in such agreements and (iii) file a Current Report on Form 8-K with the SEC with respect to such additional disclosures, the MOU and the Merger Agreement amendment. The MOU reflects the parties' agreement in principle to resolve the allegations by the settling plaintiffs against Celera and other defendants in connection with the tender offer and the Merger Agreement and provides a release and settlement by the purported class of Celera' stockholders of all claims against Celera and other defendants and their affiliates and agents in connection with the tender offer and the Merger Agreement. The MOU and settlement are contingent upon, among other things, approval of the Delaware Court of Chancery, further definitive documentation and consummation of the tender offer and subsequent merger as set forth in the Merger Agreement. In the event that the MOU is not approved and such conditions are not satisfied, Celera will continue to vigorously defend these actions.

Celera and the other named defendants continue to believe that each of the aforementioned lawsuits is without merit and that they have valid defenses to all claims made by the applicable plaintiffs. The six putative class action lawsuits referred to above that are being settled pursuant to the MOU are the three consolidated actions pending in the Delaware Court of Chancery under the caption In re Celera Corp. Shareholder Litigation, and the three consolidated actions pending in the Alameda County Superior Court under the caption Lauver v. Ordoñez, et al.

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Published on Apr-18-11