8-KOther Events

QUEST DIAGNOSTICS INC 8-K Report (Mar 13, 2003)

Filed March 13, 2003For Securities:DGX

Summary

Quest Diagnostics Incorporated (DGX) has completed the acquisition of Unilab Corporation, the leading independent clinical laboratory in California, for approximately 99.1% of its outstanding capital stock. The acquisition was finalized on February 28, 2003, through a merger. Quest Diagnostics financed the transaction by issuing 7,054,764 shares of its common stock and paying approximately $297 million in cash. Additionally, the company repaid approximately $100 million of Unilab's bank debt and $100.8 million in Senior Subordinated Notes, financed through a $450 million term loan and existing cash. This strategic move significantly expands Quest Diagnostics' presence in California, adding Unilab's substantial operations, including three regional laboratories, approximately 365 patient service centers, and 35 rapid response laboratories. The company anticipates incurring integration costs of up to $20 million over 2003-2004, but projects substantial annual synergies of $25 million to $30 million by the end of 2005. As part of a settlement with regulatory bodies, Quest Diagnostics will divest certain northern California assets to Laboratory Corporation of America Holdings for $4.5 million.

Key Highlights

  • 1Quest Diagnostics has successfully acquired Unilab Corporation, a major independent clinical laboratory in California.
  • 2The acquisition was completed through a stock issuance (7,054,764 shares) and approximately $297 million in cash.
  • 3Quest Diagnostics financed the acquisition and related debt repayment through a new $450 million term loan and cash on hand.
  • 4Unilab reported $429 million in net revenues for 2002 and operates extensive facilities including regional labs, patient service centers, and rapid response labs.
  • 5The company expects integration costs of up to $20 million but projects annual synergies of $25 million to $30 million by the end of 2005.
  • 6As part of regulatory settlements, Quest Diagnostics will sell certain northern California assets to LabCorp for $4.5 million.

Frequently Asked Questions

Quest Diagnostics issued 7,054,764 shares of its common stock and paid approximately $297 million in cash for Unilab. The company also assumed and repaid Unilab's outstanding debt, totaling approximately $200.8 million. The transaction was primarily financed through a new $450 million term loan.

Quest Diagnostics expects to achieve significant annual synergies of $25 million to $30 million by the end of 2005 as a result of integrating Unilab's operations with its existing California infrastructure. However, the company anticipates incurring integration costs of up to $20 million over 2003 and 2004.

Yes, as part of a settlement with the FTC and the State of California, Quest Diagnostics agreed to sell certain assets in northern California, including specific patient service centers and agreements with physician groups, to Laboratory Corporation of America Holdings, Inc. for $4.5 million.

Unilab is described as the leading independent clinical laboratory in California, with $429 million in net revenues for 2002. It operates three regional laboratories, approximately 365 patient service centers, and 35 rapid response laboratories, employing about 4,100 people. This acquisition substantially strengthens Quest Diagnostics' market position and operational footprint in California.