Quest Diagnostics to Acquire Medplus, Inc.

Apr 26, 2001, 01:00 ET from Quest Diagnostics Incorporated

    TETERBORO, N.J., and CINCINNATI, April 26 /PRNewswire/ --
 Quest Diagnostics Incorporated (NYSE:   DGX), the leading provider of diagnostic
 testing, information and services, and MedPlus, Inc. (Nasdaq:   MEDP), a health
 care information technology company, announced today the execution of a
 definitive purchase agreement whereby Quest Diagnostics will acquire the
 remaining 82% of voting shares of MedPlus stock it does not currently own at
 the price of $2 per share in cash.  In addition, Quest Diagnostics will
 provide MedPlus with a secured line of credit of up to $5 million until the
 acquisition is consummated.
     The boards of both companies have approved the proposed merger, and
 MedPlus has received a favorable fairness opinion regarding the transaction
 valuation from an independent consulting firm.  In addition, Quest Diagnostics
 has received irrevocable proxies approving the proposed transaction from
 certain MedPlus shareholders, which, together with the shares owned by Quest
 Diagnostics, represent approximately 62% of the total outstanding voting
 shares.  The closing of this transaction is expected to occur after the
 MedPlus annual shareholders' meeting in June 2001.
     "We believe MedPlus has developed exceptional technology solutions for
 hospitals and physician groups," said Kenneth W. Freeman, Chairman and Chief
 Executive Officer of Quest Diagnostics.  "Quest Diagnostics' ownership will
 ensure that MedPlus has the resources it needs to continue to develop,
 distribute and promote its ChartMaxx(TM), eMaxx(TM), OptiMaxx(R), and
 Step2000(R) solutions."
     "This is definitely the right step for securing MedPlus' future," said
 Richard A. Mahoney, Chairman and Chief Executive Officer.  "We are currently
 implementing several new ChartMaxx(TM) systems, and our eMaxx(TM) physician
 portal solution will begin implementation in two additional states in the
 coming weeks.  Our merger with Quest Diagnostics will enhance momentum for our
 systems solutions and our organization as a whole."
 
     About MedPlus
     MedPlus(R) (Nasdaq:   MEDP) is a leading developer and integrator of
 clinical connectivity and data management solutions for healthcare
 organizations and clinicians.  These solutions efficiently and securely
 collect, store, manage and retrieve clinical information within an
 organization, enterprise or community via virtual private networks and/or the
 Internet.  MedPlus solutions, including eMaxx(TM) (physician-focused clinical
 integration portal solution), ChartMaxx(TM) (electronic patient record
 solution) and OptiMaxx(R) (records storage and retrieval solution) have been
 implemented in more than 125 hospitals throughout North America.  For more
 information, visit the Company's Web site at http://www.medplus.com.
 
     About Quest Diagnostics
     Quest Diagnostics is the nation's leading provider of diagnostic testing,
 information and services with annual revenues of $3.4 billion in 2000.  The
 company's diagnostic testing yields information that enables health care
 professionals and consumers to make better decisions to improve health.  Quest
 Diagnostics offers patients and physicians the broadest access to diagnostic
 testing services through its national network of approximately 30 full-service
 laboratories, 150 rapid response laboratories and more than 1,300 patient
 service centers, where specimens are collected.  Quest Diagnostics is the
 leading provider of esoteric testing, including gene-based testing, and is the
 leader in routine medical testing, drugs of abuse testing, and anatomic
 pathology testing.  Through partnerships with pharmaceutical, biotechnology
 and information technology companies, Quest Diagnostics provides support to
 help speed the development of health care insights and new therapeutics.
 Additional company information can be found on the Internet at:
 http://www.questdiagnostics.com.
 
     The statements in this press release which are not historical facts or
 information may be forward-looking statements.  These forward-looking
 statements involve risks and uncertainties that could cause the outcome to be
 materially different.  Certain of these risks and uncertainties are described
 in the Quest Diagnostics Incorporated 2000 Form 10-K and subsequent filings.
     This press release contains forward-looking statements which are subject
 to various risks and uncertainties which could occur and which could cause
 actual events to differ materially from those anticipated in these statements.
 For example, the closing of Quest Diagnostics Incorporated's acquisition of
 MedPlus is subject to a number of conditions customary in such transactions,
 such as, but not limited to, the absence of material adverse changes in the
 business of MedPlus and the timely receipt of all necessary governmental
 approvals and third-party consents, which if not satisfied, could delay or
 prevent the closing or could otherwise cause the outcome to be materially
 different.  With respect to the $5,000,000 line of credit agreement, only
 $500,000 is available until certain third party contractual provisions have
 been amended to the satisfaction of Quest Diagnostics.  While MedPlus believes
 such provisions will be amended in the immediate future, if that does not
 occur, the available line of credit may not be sufficient to allow the Company
 to meet its current and anticipated financial obligations.  In that event, and
 if the proposed merger were not to close, the Company may be unable to
 continue as a going concern.
 
     MedPlus, ChartMaxx, eMaxx and OptiMaxx are either registered trademarks or
 trademarks of MedPlus, Inc.
 
                     MAKE YOUR OPINION COUNT -- Click Here
                http://tbutton.prnewswire.com/prn/11690X41308187
 
 

SOURCE Quest Diagnostics Incorporated
    TETERBORO, N.J., and CINCINNATI, April 26 /PRNewswire/ --
 Quest Diagnostics Incorporated (NYSE:   DGX), the leading provider of diagnostic
 testing, information and services, and MedPlus, Inc. (Nasdaq:   MEDP), a health
 care information technology company, announced today the execution of a
 definitive purchase agreement whereby Quest Diagnostics will acquire the
 remaining 82% of voting shares of MedPlus stock it does not currently own at
 the price of $2 per share in cash.  In addition, Quest Diagnostics will
 provide MedPlus with a secured line of credit of up to $5 million until the
 acquisition is consummated.
     The boards of both companies have approved the proposed merger, and
 MedPlus has received a favorable fairness opinion regarding the transaction
 valuation from an independent consulting firm.  In addition, Quest Diagnostics
 has received irrevocable proxies approving the proposed transaction from
 certain MedPlus shareholders, which, together with the shares owned by Quest
 Diagnostics, represent approximately 62% of the total outstanding voting
 shares.  The closing of this transaction is expected to occur after the
 MedPlus annual shareholders' meeting in June 2001.
     "We believe MedPlus has developed exceptional technology solutions for
 hospitals and physician groups," said Kenneth W. Freeman, Chairman and Chief
 Executive Officer of Quest Diagnostics.  "Quest Diagnostics' ownership will
 ensure that MedPlus has the resources it needs to continue to develop,
 distribute and promote its ChartMaxx(TM), eMaxx(TM), OptiMaxx(R), and
 Step2000(R) solutions."
     "This is definitely the right step for securing MedPlus' future," said
 Richard A. Mahoney, Chairman and Chief Executive Officer.  "We are currently
 implementing several new ChartMaxx(TM) systems, and our eMaxx(TM) physician
 portal solution will begin implementation in two additional states in the
 coming weeks.  Our merger with Quest Diagnostics will enhance momentum for our
 systems solutions and our organization as a whole."
 
     About MedPlus
     MedPlus(R) (Nasdaq:   MEDP) is a leading developer and integrator of
 clinical connectivity and data management solutions for healthcare
 organizations and clinicians.  These solutions efficiently and securely
 collect, store, manage and retrieve clinical information within an
 organization, enterprise or community via virtual private networks and/or the
 Internet.  MedPlus solutions, including eMaxx(TM) (physician-focused clinical
 integration portal solution), ChartMaxx(TM) (electronic patient record
 solution) and OptiMaxx(R) (records storage and retrieval solution) have been
 implemented in more than 125 hospitals throughout North America.  For more
 information, visit the Company's Web site at http://www.medplus.com.
 
     About Quest Diagnostics
     Quest Diagnostics is the nation's leading provider of diagnostic testing,
 information and services with annual revenues of $3.4 billion in 2000.  The
 company's diagnostic testing yields information that enables health care
 professionals and consumers to make better decisions to improve health.  Quest
 Diagnostics offers patients and physicians the broadest access to diagnostic
 testing services through its national network of approximately 30 full-service
 laboratories, 150 rapid response laboratories and more than 1,300 patient
 service centers, where specimens are collected.  Quest Diagnostics is the
 leading provider of esoteric testing, including gene-based testing, and is the
 leader in routine medical testing, drugs of abuse testing, and anatomic
 pathology testing.  Through partnerships with pharmaceutical, biotechnology
 and information technology companies, Quest Diagnostics provides support to
 help speed the development of health care insights and new therapeutics.
 Additional company information can be found on the Internet at:
 http://www.questdiagnostics.com.
 
     The statements in this press release which are not historical facts or
 information may be forward-looking statements.  These forward-looking
 statements involve risks and uncertainties that could cause the outcome to be
 materially different.  Certain of these risks and uncertainties are described
 in the Quest Diagnostics Incorporated 2000 Form 10-K and subsequent filings.
     This press release contains forward-looking statements which are subject
 to various risks and uncertainties which could occur and which could cause
 actual events to differ materially from those anticipated in these statements.
 For example, the closing of Quest Diagnostics Incorporated's acquisition of
 MedPlus is subject to a number of conditions customary in such transactions,
 such as, but not limited to, the absence of material adverse changes in the
 business of MedPlus and the timely receipt of all necessary governmental
 approvals and third-party consents, which if not satisfied, could delay or
 prevent the closing or could otherwise cause the outcome to be materially
 different.  With respect to the $5,000,000 line of credit agreement, only
 $500,000 is available until certain third party contractual provisions have
 been amended to the satisfaction of Quest Diagnostics.  While MedPlus believes
 such provisions will be amended in the immediate future, if that does not
 occur, the available line of credit may not be sufficient to allow the Company
 to meet its current and anticipated financial obligations.  In that event, and
 if the proposed merger were not to close, the Company may be unable to
 continue as a going concern.
 
     MedPlus, ChartMaxx, eMaxx and OptiMaxx are either registered trademarks or
 trademarks of MedPlus, Inc.
 
                     MAKE YOUR OPINION COUNT -- Click Here
                http://tbutton.prnewswire.com/prn/11690X41308187
 
 SOURCE  Quest Diagnostics Incorporated