AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 18th, 2011 • Celera CORP • Services-commercial physical & biological research • Delaware
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made effective as of April 18, 2011, among Quest Diagnostics Incorporated, a Delaware corporation (“Parent”), Spark Acquisition Corporation, a Delaware corporation and a wholly owned Subsidiary of Parent (the “Purchaser”), and Celera Corporation, a Delaware corporation (the “Company”).
Celera CorporationConfidentiality Agreement • April 18th, 2011 • Celera CORP • Services-commercial physical & biological research
Reference is made to that certain confidentiality letter agreement dated as of [date] entered into between [party] and Celera Corporation (the “Confidentiality Agreement”). This letter is to notify you that, as of the date hereof, Celera Corporation hereby waives your compliance with the standstill provisions set forth in the ninth paragraph of the Confidentiality Agreement. In addition, please take note that a tender offer initiated by Quest Diagnostics Incorporated to acquire all outstanding shares of Celera Corporation common stock for $8.00 per share has been extended, and will not close until at least May 2, 2011.
