SOURCE: Brower Piven, A Professional Corporation

April 01, 2011 15:30 ET

Brower Piven Announces Class Action Lawsuit in Connection With the Acquisition of Celera Corporation by Quest Diagnostics, Inc.

STEVENSON, MD--(Marketwire - April 1, 2011) - The law firm of Brower Piven, A Professional Corporation, announces that a class action lawsuit has been commenced in the Delaware Chancery Court on behalf of all shareholders of Celera Corporation ("Celera") (NASDAQ: CRA).

The complaint alleges violations of state law by the Board of Directors of Celera relating to the proposed acquisition of the company by Quest Diagnostics, Inc. ("Quest Diagnostics") (NYSE: DGX). The complaint alleges that Celera's Board of Directors breached their fiduciary duties by failing to maximize shareholder value, among other things.

On March 17, 2011, the complaint states, 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. According to the complaint, 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.

If you are a current owner of shares of Celera, you may obtain additional information about this lawsuit by contacting Brower Piven at, by email at, by calling 410/415-6616, or at Brower Piven, A Professional Corporation, 1925 Old Valley Road, Stevenson, Maryland 21153. Attorneys at Brower Piven have combined experience litigating securities and class action cases of over 60 years. If you choose to retain counsel, you may retain Brower Piven without financial obligation or cost to you, or you may retain other counsel of your choice. You need take no action at this time to be a member of the class.

Contact Information

    Brower Piven, A Professional Corporation
    Stevenson, Maryland
    Charles J. Piven
    Email Contact