Celera Corporation : Tender Offer by Quest Diagnostics Inc. Securities Litigation
On or around 02/15/2013 (Notice of voluntarily dismissal)
Filing Date: April 11, 2011
According to the complaint, Celera entered into an Agreement and Plan of Merger with Quest, whereby Quest will, less than a week from the deal's announcement, commence a tender offer to acquire all of the issued and outstanding shares of Celera common stock for $8.00 per share in cash. Quest Diagnostics commenced a tender offer on March 28, 2011. This price represents an inadequate 28% premium to the company's closing stock price on the day immediately preceding the announcement of the transaction. In addition, the complaint states that the premium was quickly vanished by the market upon the news of the transaction. The complaint alleges that the offered consideration fails to account for the company's future performance as well as the company's valuable patent properties. While certain officers and directors may personally gain from the transaction (e.g., Defendant Ordonez will have approximately $750,000 worth of stock options and restricted stock units accelerated following consummation of the challenged transaction), the complaint alleges that the relatively small amount of equity held by the majority of directors and officers provided the Board with little incentive to maximize shareholder value.
On February 15, 2013, the plaintiff submitted a notice of voluntary dismissal with prejudice pursuant to Fed. R. Civ. P. 41(a)(1)(A)(i).
Company & Securities Information
Defendant: Celera Corporation
Industry: Business Services
Headquarters: United States
Ticker Symbol: CRA
Company Market: NASDAQ
Market Status: Public (Listed)
About the Company & Securities Data
"Company" information provides the industry and sector classification and headquarters state for the primary company-defendant in the litigation. In general, "Securities" information provides the ticker symbol, market, and market status for the underlying securities at issue in the litigation.
In most cases, the primary company-defendant actually issued the securities that are the subject of the litigation, and the securities information and company information relate to the same entity. In a small subset of cases, however, the primary company-defendant is not the issuer (for example, cases against third party brokers/dealers), and the securities information and company information do not relate to the same entity.
First Identified Complaint
Elizabeth M. Andal v. Celera Corporation, et al.
COURT: N.D. California
DOCKET #: 11-CV-01769
JUDGE: Hon. Howard R. Lloyd
DATE FILED: 04/11/2011
CLASS PERIOD START: 03/17/2011
CLASS PERIOD END: 03/17/2011
PLAINTIFF FIRMS NAMED IN COMPLAINT:
Andrus Anderson LLP 155 Montgomery Street, Suite 900, Andrus Anderson LLP, CA 94104 (415) 986-1400 (415) 986-1474 ·
First Identified Complaint (FIC) Filings:
Complaint For Breach Of Fiduciary Duties And Violations Of Sections 14(E) and 20(A) of the Securities Exchange Act of 1934
Order Relating Cases and Staying Case
U.S. District Court Civil Docket
Notice of Voluntary Dismissal
U.S. District Court Civil Docket
—Reference Complaint Complaint Related Data is not available
Related District Court Filings
—Related District Court Filings Data is not available