UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________

SCHEDULE TO/A
 
(Amendment No. 11)
 
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
________________

Celera Corporation
(Name of Subject Company (issuer))
 
Spark Acquisition Corporation
a wholly owned subsidiary of
 
Quest Diagnostics Incorporated
(Names of Filing Persons (offerors))
________________

Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
15100E106
(CUSIP Number of Class of Securities)
________________

William J. O’Shaughnessy, Jr.
Quest Diagnostics Incorporated
3 Giralda Farms
Madison, New Jersey 07940
Telephone:  (973) 520-2700
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
_______
   
Copy to:
Clare O’Brien
Robert M. Katz
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
 
________________
 
 
 
 
 
 
 
 
 
    
CALCULATION OF FILING FEE
 
Transaction Valuation (1)
  
Amount of Filing Fee (2)
$683,780,048
  
$79,386.86

(1)
 
Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Calculated by multiplying $8.00, the per share tender offer price, by 85,472,506 shares of common stock of Celera Corporation, which includes (a) 82,155,471 shares of common stock issued and outstanding (excluding treasury shares), (b) 1,343,777 restricted stock units subject to vesting and (c) 1,973,258 shares of common stock subject to outstanding stock options with an exercise price less than $8.00.
 
(2)
 
The filing fee was calculated in accordance with Rule 0-11 of the Exchange Act and Fee Rate Advisory #5 for fiscal year 2011, issued December 22, 2010.  Such fee equals 0.0001161% of the transaction value.
 
x
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:  $79,386.86
Filing Party:  Spark Acquisition Corporation and
Quest Diagnostics Incorporated
Form or Registration No.:  Schedule TO-T
Date Filed:  March 28, 2011

¨
 
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
 
 
Check the appropriate boxes to designate any transactions to which the statement relates:
 
 
x
 
third-party tender offer subject to Rule 14d-1.
 
 
¨
 
issuer tender offer subject to Rule 13e-4.
 
 
¨
 
going-private transaction subject to Rule 13e-3.
 
 
¨
 
amendment to Schedule 13D under Rule 13d-2.
 
 
Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨
 

 
 
 
 
 
    
This Amendment No. 11 filed with the Securities and Exchange Commission on May 3, 2011, amends and supplements the Tender Offer Statement filed on Schedule TO (as amended or supplemented, the “Schedule TO”) with the Securities and Exchange Commission on March 28, 2011, by Quest Diagnostics Incorporated, a Delaware corporation (“Quest Diagnostics”), and Spark Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Quest Diagnostics (the “Purchaser”).  The Schedule TO relates to the offer by the Purchaser to purchase all the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Celera Corporation, a Delaware corporation (“Celera”), at a price of $8.00 per Share, net to the holder thereof in cash, without interest and less any required withholding of taxes, upon the terms and subject to the conditions set forth in the offer to purchase, dated March 28, 2011 (as it may be amended or supplemented, the “Offer to Purchase”), and the related letter of transmittal (as it may be amended or supplemented, the “Letter of Transmittal,” and together with the Offer to Purchase, the “Offer”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.  The information set forth in the Offer to Purchase, including all schedules thereto, and the related Letter of Transmittal is incorporated herein by reference with respect to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent provided herein.  All capitalized terms used in this Amendment No. 11 without definition have the meanings ascribed to them in the Schedule TO.
 
Items 1, 4, 8 and 11.
 
The Offer to Purchase and Items 1, 4, 8 and 11 of the Schedule TO, to the extent Items 1, 4, 8 and 11 incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following text:
 
“The initial period of the Offer expired at 5:00 p.m., New York City time, on Tuesday, May 3, 2011.  The Depositary has indicated that, as of the expiration of the Offer, 45,962,366 Shares had been tendered and not withdrawn pursuant to the Offer.  These Shares represent approximately 55.93% of the outstanding Shares, or 52.38% of the outstanding Shares on a fully diluted basis (as determined pursuant to the Merger Agreement).  All Shares that were validly tendered into the Offer and not properly withdrawn have been accepted for payment.  In addition, the Depositary has received commitments to tender approximately 5,208,360 Shares in accordance with guaranteed delivery procedures, which, when combined with the Shares tendered and not properly withdrawn from the Offer, represent approximately 62.27% of the outstanding Shares and 58.32% of the outstanding Shares on a fully diluted basis (as determined pursuant to the Merger Agreement).
 
Quest Diagnostics also announced that Spark has commenced a subsequent offering period for all remaining Shares to permit stockholders who have not yet tendered their Shares the opportunity to do so.  The subsequent offering period will expire at 5:00 p.m., New York City time, on Friday, May 6, 2011, unless extended.  The same $8.00 per share cash consideration offered during the initial offering period will be paid to holders of Celera’s common stock who tender their Shares during the subsequent offering period.  The procedures for tendering Shares during the subsequent offering period are the same as during the initial offering period, except that (i) the guaranteed delivery procedures may not be used during the subsequent offering period and (ii) Shares tendered during the subsequent offering period may not be withdrawn.
 
The press release announcing, among other things, the subsequent offering period is attached hereto as Exhibit (a)(5)(K).”
 
Item 12.  Exhibits.
 
Item 12 of the Schedule TO is amended and supplemented by adding the following:
 
(a)(5)(K)
Press release issued by Quest Diagnostics Incorporated on May 4, 2011.

 
    
 
 
 
 
SIGNATURES
 
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  May 4, 2011
 
    
  SPARK ACQUISITION CORPORATION  
         
         
  By:   /s/ Robert A. Hagemann  
    Name:  Robert A. Hagemann  
    Title:  President  
         
 
 
  QUEST DIAGNOSTICS INCORPORATED  
         
         
  By:   /s/ William J. O’Shaughnessy, Jr.  
    Name:  William J. O’Shaughnessy, Jr.  
    Title:  Assistant General Counsel and Secretary
         
 
 
 
 
 
 
 
 
 
 
    
EXHIBIT INDEX
     
(a)(1)(A)*
Offer to Purchase, dated March 28, 2011.
   
(a)(1)(B)*
Form of Letter of Transmittal.
   
(a)(1)(C)*
Notice of Guaranteed Delivery.
   
(a)(1)(D)*
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
   
(a)(1)(E)*
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
   
(a)(5)(A)*
Press release issued by Celera Corporation and Quest Diagnostics Incorporated on March 18, 2011, incorporated herein by reference to the Schedule TO-C filed by Quest Diagnostics Incorporated and the Purchaser on March 18, 2011.
   
(a)(5)(B)*
Summary Advertisement as published in the Wall Street Journal on March 28, 2011.
   
(a)(5)(C)*
Press release issued by Quest Diagnostics Incorporated on March 28, 2011.
   
(a)(5)(D)*
Letter from Quest Diagnostics Incorporated to Biotechnology Value Fund, L.P., dated April 1, 2011.
   
(a)(5)(E)*
Press release issued by Quest Diagnostics Incorporated on April 13, 2011.
   
(a)(5)(F)*
Press release issued by Quest Diagnostics Incorporated on April 18, 2011.
   
(a)(5)(G)*
Memorandum of Understanding, dated as of April 18, 2011.
   
(a)(5)(H)*
Transcript of Quest Diagnostics – Q1 2011 Earnings Conference Call, Event Date/Time: April 20, 2011 / 8:30 AM.
   
(a)(5)(I)*
Letter from Quest Diagnostics Incorporated to Black Horse Capital Management LLC, dated April 27, 2011.
   
(a)(5)(J)*
Press release issued by Quest Diagnostics Incorporated on May 3, 2011.
   
(a)(5)(K)
Press release issued by Quest Diagnostics Incorporated on May 4, 2011.
   
(b)(1)*
Credit Agreement, dated as of May 31, 2007, by and among Quest Diagnostics Incorporated, certain subsidiary guarantors and the various lenders party thereto, incorporated herein by reference to Quest Diagnostics Incorporated’s current report filed on Form 8-K on June 6, 2007.
   
(b)(2)*
Fourth Amended and Restated Credit and Security Agreement, dated as of June 11, 2008, by and among Quest Diagnostics Incorporated, Quest Diagnostics Receivables Inc. and the various lenders thereto (the “Credit Agreement”), incorporated herein by reference to Quest Diagnostics Incorporated’s quarterly report for the quarter ended June 30, 2008 on Form 10-Q, filed on July 24, 2008.
   
(b)(3)*
Amendment No. 1 to the Credit Agreement, incorporated herein by reference to Quest Diagnostics Incorporated’s 2008 annual report on Form 10-K, filed on February 17, 2009.
   
(b)(4)*
Amendment No. 2 to the Credit Agreement, incorporated herein by reference to Quest Diagnostics Incorporated’s 2009 annual report on Form 10-K, filed on February 17, 2010.
   
(b)(5)*
Amendment No. 3 to the Credit Agreement, incorporated herein by reference to Quest Diagnostics Incorporated’s 2010 annual report on Form 10-K, filed on February 16, 2011.
   
    
 
 
 
    
(d)(1)*
Agreement and Plan of Merger, dated as of March 17, 2011, by and among Celera Corporation, Quest Diagnostics Incorporated and the Purchaser.
   
(d)(2)*
Confidentiality Agreement, dated March 9, 2010, by and between Celera Corporation and Quest Diagnostics Incorporated.
   
(d)(3)*
Employment Agreement, by and between Kathy Ordoñez and Quest Diagnostics Incorporated, dated as of March 17, 2011.
   
(d)(4)*
Offer Letter Agreement, by and between Michael Zoccoli and Quest Diagnostics Incorporated, dated as of March 17, 2011.
   
(d)(5)*
Offer Letter Agreement, by and between Michael Mercer and Quest Diagnostics Incorporated, dated as of March 17, 2011.
   
(d)(6)*
Offer Letter Agreement, by and between Paul Arata and Quest Diagnostics Incorporated, dated as of March 17, 2011.
   
(d)(7)*
Amendment No. 1 to Agreement and Plan of Merger, dated as of April 18, 2011, by and among Quest Diagnostics, the Purchaser and Celera.
   
(g)
Not applicable.
   
(h)
Not applicable.
             
____________
 
*  Previously filed.