Starboard Delivers Letter to Celera Corporation Expresses Concern that the Value of the Proposed Quest Transaction May Not Properly Reflect Full Value for Celera's Royalty Interests
NEW YORK, April 7, 2011 /PRNewswire/ -- Starboard Value & Opportunity Fund ("Starboard"), formerly known as Ramius Value & Opportunity Fund, a large shareholder of Celera Corporation (NasdaqGS: CRA), announced today that it delivered a letter to Kathy Ordonez, the CEO of Celera.
In the letter, Starboard expressed its concern that the value of Celera's royalty interests may not be fully reflected in the value of the proposed Quest transaction. Starboard also urged Celera to re-engage with Quest specifically regarding such royalty interests so that shareholders may be presented with a transaction that properly and adequately values the Company. Starboard stated that it intends to continue to evaluate the transaction as more information becomes publicly available.
The full text of the letter follows:
Chief Executive Officer
1401 Harbor Bay Parkway
Alameda, CA 94502
Starboard Value & Opportunity Fund ("Starboard"), formerly known as Ramius Value & Opportunity Fund, is a large shareholder of Celera Corporation ("Celera" or the "Company"). On February 25, 2011, we submitted to the Company in accordance with the Company's by-laws a Notice of Stockholder Nomination (the "Nomination") for the election of two directors at the 2011 Annual Meeting. We submitted the Nomination because we felt there were significant opportunities to improve the fundamental performance of Celera and that changes to the composition of the Board of Directors (the "Board") were warranted given the Company's historical performance. Subsequent to the Nomination, on March 18, 2011 Celera announced a sale of the Company to Quest Diagnostics ("Quest") for $8.00 per share in cash.
Since that time, we have been evaluating the situation and greatly appreciate the time you and your team have spent with us, both in person at your corporate headquarters in Alameda, as well as on the phone. We have reviewed the publicly available information regarding the merger with Quest, including the section titled "Background of the Offer". We have also reviewed the publicly-filed letters exchanged between Biotechnology Value Fund, L.P., a 12% shareholder of Celera, and Surya N. Mohapatra, Ph.D., Chairman and Chief Executive Officer of Quest.
We recognize that the Board undertook a lengthy process to evaluate a wide range of alternatives for the Company. However, we are concerned that during the sale process a key driver of value was overlooked. Based on our review of the publicly available information, it does not appear that the Company fully evaluated opportunities to monetize the value of the Company's royalty interests, particularly the royalty associated with Merck's Odanacatib, a phase III drug for the treatment of Osteoporosis. It also does not appear that owning pharmaceutical royalty interests is a core competency for Quest or a strategic rationale for its acquisition of Celera. Therefore, it is our belief that the value of this asset may not be fully reflected in the value of the proposed Quest transaction.
To that end, we will continue to evaluate the transaction as more information becomes publicly available. We urge the Company to re-engage with Quest specifically regarding the Company's royalty interests so that shareholders may be presented with a transaction to consider that properly and adequately values the Company. We are open minded to alternative transaction structures that would allow shareholders of Celera to retain an interest in these royalties and are not opposed to a combination with Quest on the right terms and conditions. Our Nomination of Directors for election at the 2011 Annual Meeting remains active and we will consider this and other alternatives as we continue to evaluate the terms of the announced transaction with Quest.
We would be happy to discuss our thoughts in further detail and look forward to continuing our dialogue.
/s/ Peter A. Feld
Starboard Value LP
ABOUT STARBOARD VALUE
Starboard Value is a New York-based investment adviser with a focused and differentiated fundamental approach to investing in publicly traded US small cap companies. The investment team has a successful track record of generating significant alpha for investors using their expertise in shareholder activism.
Peter Feld, 212-201-4878
Gavin Molinelli, 212-201-4828
SOURCE Starboard Value LP