Quest Diagnostics Inc., the world’s leading provider of diagnostic testing, information and services, and Celera Corp., a pioneer in genetic diagnostics discovery and development, have entered into a definitive merger agreement in which Quest Diagnostics will acquire Celera for $8 per share, or approximately $344 million, net of $327 million in acquired cash and short-term investments.

The companies noted that the transaction value may be reduced through the realization of a significant portion of Celera’s available tax credit and net operating loss carryforwards and capitalized R&D, which totaled $117 million at the end of 2010.

The deal was approved by the boards of both companies, and for Quest Diagnositcs, the acquisition of various Celera assets and strategies is expected to boost its position in the market.

“For Quest Diagnostics, this is an important transaction which will further strengthen our leadership position in molecular diagnostics discovery and development and drive sustainable revenue growth. We will gain immediate access to an impressive range of proprietary tests and products, and a strong pipeline of biomarkers for the future,” Surya N. Mohapatra, Ph.D., chairman and CEO of Quest Diagnostics stated in the press release. “This transaction advances our growth strategy to be the leading innovator and provider of esoteric and gene-based testing for cancer, cardiovascular disease, infectious disease and neurological disorders.”

Quest Diagnostics will acquire immediate access to Celera’s proprietary genetic tests and pipeline of biomarkers to drive sustainable growth, including 100 issues or pending patents; access to Berkeley HeartLab’s unique test offering and specialized sales force to enhance position in gene-based esoteric cardiovascular testing; and the addition of leading genetic in-vitro diagnostics (IVD) products and development capability.

Kathy Ordoñez, CEO of Celera, said the integration of its resources with Quest Diagnostics industry knowledge and position will set the combined company up for achieving advances and shareholder value.

“We are pleased to have reached an agreement through which Celera and our Berkeley HeartLab become part of the world’s most respected diagnostic testing company. Our discovery and validation of new biomarkers has exceeded our capacity to commercialize them. Combining Celera’s expertise in genetics with Quest Diagnostics’ medical leadership, market access and scale is expected to speed the realization of our vision to personalize medicine. We believe this is a compelling transaction that accelerates the delivery of value to our shareholders,” Ordoñez stated.

Quest Diagnostics said it expects the acquisition to be dilutive to its GAAP earnings per share by an immaterial amount in 2011, before anticipated charges related to the transaction. The acquisition is not expected to have a material impact on Quest Diagnostics’ 2012 earnings per share. If the deal closes at the end of April 2011, Quest Diagnostics expects Celera to add just over 1 percent to its 2011 revenue growth. Celera generated revenues of $128 million in 2010.

For more information visit www.celera.com or www.questdiagnostics.com