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).