EX-99.(A)(6) 2 dex99a6.htm INVESTOR PRESENTATION Investor Presentation
Quest -
Celera Transaction
A compelling transaction to
deliver shareholder value now
April 2011
Exhibit (a)(6)


2
Forward Looking Statements
This communication contains forward-looking statements, which include statements regarding the ability
of Quest Diagnostics Incorporated (“Parent”), Spark Acquisition Corporation (“Purchaser”) and Celera
Corporation
(the
“Company”)
to
complete
the
transactions
contemplated
by
the
Agreement
and
Plan
of
Merger, dated March 17, 2011 as amended April 18, 2011, by and among Parent, Purchaser and the
Company (the “Merger Agreement”), the parties’
ability to satisfy the conditions to the consummation of
the tender offer and the other conditions set forth in the Merger Agreement and the possibility of any
termination of the Merger Agreement. The forward-looking statements contained in this document are
based on current expectations and assumptions that are subject to risks and uncertainties which may
cause actual results to differ materially from the forward looking statements. Actual results may differ
materially
from
current
expectations
because
of
risks
associated
with
uncertainties
as
to
the
timing
of
the
tender offer and the subsequent merger; uncertainties as to how many of the Company’s stockholders will
tender their shares of common stock in the tender offer; the risk that competing offers or acquisition
proposals will be made; the possibility that various conditions to the consummation of the tender offer or
the merger may not be satisfied or waived, the effects of disruption from the transactions on the
Company’s business and the fact that the announcement and pendency of the transactions may make it
more difficult to establish or maintain relationships with employees, suppliers and other business
partners; the risk that stockholder litigation in connection with the tender offer or the merger may result in
significant
costs
of
defense,
indemnification
and
liability;
the
risk
that
our
recent
memorandum
of
understanding regarding settlement with certain plaintiffs to current litigation will not be approved or its
conditions may not be satisfied; other uncertainties pertaining to the business of the Company, as well as
other risks detailed in the Company’s public filings with the Securities and Exchange Commission (the
“SEC”) from time to time, including the Company’s most recent Annual Report on Form 10-K for the year
ended December
25, 2010. The reader is cautioned not to unduly rely on these forward-looking
statements. The Company expressly disclaims any intent or obligation to update or revise publicly these
forward-looking statements except as required by law.


Additional Information and Where to Find It
This presentation is neither an offer to buy nor a solicitation of an offer to sell any
securities
of
the
Company.
The
solicitation
and
the
offer
to
buy
shares
of
the
Company’s common stock is only made pursuant to the tender offer statement on
Schedule TO, including an offer to purchase and other ancillary related materials, that
Purchaser
filed
with
the
SEC
on
March
28,
2011.
With
respect
to
the
tender
offer,
the
Company also filed a Solicitation/Recommendation Statement on Schedule 14D-9 with
the SEC on March 28, 2011.  Investors may obtain the tender offer statement on
Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of the
Company on Schedule 14D-9, and related materials with respect to the tender offer,
free of charge from the website of the SEC at www.sec.gov, or from the information
agent and dealer manager named in the tender offer materials. Investors may also
obtain, at no charge, the documents filed with or furnished to the SEC by the Company
under
the
“Media
and
Investors”
section
of
the
Company’s
website
at
www.celera.com.
Investors are advised to read these documents, including the Solicitation/
Recommendation Statement of the Company and any amendments thereto and any
other materials relating to the tender offer that are filed or will be filed with the SEC,
carefully and in their entirety prior to making any decisions with respect to tendering
their shares into the tender offer because they contain important information, including
the terms and conditions of the tender offer.
3


Situation Analysis
Revenues in lab services segment (BHL) declined
significantly in Q1 2010 due primarily to competition
from former sales personnel who left the company
Company issued initial FY2010 revenue and EPS
guidance well below analyst estimates and revised
twice during 2010 to reflect the shortfall at BHL
Total revenue declined 18% from 2009 to 2010 with
loss of $25 million in 2010
Our business faces significant risks, including:
Continued competition at BHL, including from
former BHL sales representatives
Scalability challenges required to sustain and
grow the BHL revenue base
Reimbursement pressures at BHL, including
out-of-network status with most health plans
Internal forecasts for long-term performance
and expected loss in 2011
Celera Board concluded in early 2010 that the risks
and challenges of scale and complexity of Celera’s
businesses required an assessment of strategic
partnership opportunities
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$5.50
$6.00
$6.50
$7.00
$7.50
$8.00
$8.50
1/1/10
4/4/10
7/7/10
10/9/10
1/11/11
4/15/11
0
1,000
2,000
3,000
4,000
5,000
6,000
$8.01
16.1%
Since January 1, 2010
Source:
FactSet.
(January
1,
2010
April
15,
2011)
Quest
proposal of
$8.00
3/3/10:
Reports
Q4 and FY
‘09 results
and issues
CY ‘10
guidance
4/28/10:
Reports Q1
results
8/3/10:
Reports Q2
results,
lowers
annual
guidance
11/3/10:
Reports Q3
results,
lowers
annual
guidance
Volume in thousands
Celera price close (+16.1%)


5
Process and Outcome
Year-long comprehensive process
Extensive
independent
Board
involvement
in
the
initial
strategic
assessment
and
throughout
the
strategic transaction process
13 well qualified, recognized, healthcare companies were contacted in the process
Board reviewed various strategic alternatives, including:
entire company transaction
sale of all or part of the business
other value alternatives for company businesses/assets
Outside consultants (LEK) engaged in initial strategic assessment
Board was advised by Credit Suisse throughout the process
Outcome
No interested bidders for BHL on a standalone basis
For Products business, two initial expressions of interest, but only one potential bidder fully
engaged in the strategic process 
Sale of Products would have left Celera with BHL as the remaining business with increased
business risk profile, reduced strategic opportunities and smaller revenue base to cover
corporate overhead (which would have increased our operating losses)
Verbal expression of interest from the one viable potential bidder was contingent on
availability of next generation sequencer,  which the Company determined may not be
available on acceptable terms
Only
one
ultimate
bidder
for
entire
company
acquisition
Quest
Board determined, after thorough year-long process and with advice from Credit Suisse,
that a sale of the entire company to Quest was in the best interests of stockholders
Quest
was
firm
that
$8.00,
inclusive
of
the
drug
assets,
was
its
“best
and
final”
offer
Board
determined
that
Quest’s
offer
was
better
than
continuing
with
the
risks
and
challenges
of
the Company’s present business


6
Drug Assets
The Board reviewed the valuation of, and potential strategic alternatives for, Celera’s
drug assets (potential future royalties on drugs in development by others)
Financial analysis prepared with assistance of Credit Suisse, taking into account both the prospects
and risks for the individual drug assets, and analyzing present value considerations for potential future
revenue streams
Cathepsin K
Still in phase 3 with limited clinical data to date; phase 3 trial expected to conclude in mid-2012, with
initial revenue expected at 2014, assuming successful completion
of clinical development and
regulatory processes
Novel, unproven, mechanism of action
Phase 2 data suggests side-effects
Risks
associated
with
any
drug,
even
those
in
Phase
3,
still
high
Potentially significant competition from generics and other novel compounds
Longer term potential value is high, but risk and time-value are significant factors
Pharmacyclics
Very early stage, Phase1/ Phase 2, mostly novel compounds
Substantial development risk for early stage compounds, coupled with funding risk for development
partner
Revenue uncertain and likely 2014 or later
Quest position on drug assets
Celera
sought
to
exclude
the
drug
assets
from
the
sale
to
Quest
or
to
get
a
contingent
value
right
for
Celera stockholders
Quest
refused
and
stated
that
it
valued
drug
assets
inclusive
in
its
$8
“best
and
final”
offer


In Summary
Celera Board conducted a robust, comprehensive, year-long process, with all
businesses/assets considered by both Credit Suisse and the Board
This led to one viable offer –
Quest’s “best and final”
offer of $8.00 per share
for the entire company
This was accepted by the Board after taking into consideration the risks and
challenges that would be faced by Celera if continuing as an independent
company
The Celera Board confirms its determination that the proposed Quest
transaction is in the best interests of Celera stockholders and recommends
that stockholders accept Quest’s offer and tender their shares pursuant to
the Quest tender offer
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