8-KOther Events

QUEST DIAGNOSTICS INC 8-K Report, Corporate Update (Aug 22, 2011)

Filed August 22, 2011For Securities:DGX

Summary

Quest Diagnostics Incorporated (DGX) reported on August 22, 2011, that Biotechnology Value Fund, L.P. and its affiliates (BVF) have withdrawn their appraisal rights concerning approximately 19.4 million shares of Celera Corporation common stock. This withdrawal is in relation to the merger of Celera with Spark Acquisition Corporation, a subsidiary of Quest Diagnostics. Quest Diagnostics accepted the shares surrendered by BVF and provided the same $8 per share merger consideration that was given to other Celera shareholders. This event resolves a potential contention from BVF regarding the merger's valuation, allowing the integration of Celera to proceed without further legal hurdles from this specific shareholder group.

Key Highlights

  • 1Biotechnology Value Fund, L.P. (BVF) withdrew its assertion of appraisal rights for 19,351,042 shares of Celera Corporation common stock.
  • 2The withdrawal is related to the merger of Celera Corporation with Spark Acquisition Corporation, a subsidiary of Quest Diagnostics.
  • 3Quest Diagnostics accepted the surrendered shares from BVF.
  • 4BVF received the standard merger consideration of $8 per share for its Celera shares.
  • 5This action effectively resolves a potential dispute regarding the valuation of Celera in the merger.

Frequently Asked Questions

The main event is the withdrawal of appraisal rights by Biotechnology Value Fund, L.P. (BVF) concerning its shares in Celera Corporation, which was being merged with a subsidiary of Quest Diagnostics. BVF received the standard merger consideration of $8 per share for its shares.

The filing does not explicitly state the reasons for BVF initially asserting appraisal rights. However, by withdrawing them and accepting the $8 per share consideration, it indicates that BVF is satisfied with the merger terms or has reached a resolution with Quest Diagnostics.

This filing signifies the removal of a potential legal obstacle for Quest Diagnostics in its acquisition of Celera Corporation. The withdrawal of appraisal rights by a significant shareholder group like BVF indicates a smoother path for the integration of Celera into Quest Diagnostics' operations.

Approximately 19,351,042 shares of Celera Corporation common stock were involved in the withdrawal of appraisal rights by BVF.