Stock Purchase Agreement between Quest Diagnostics Incorporated and GlaxoSmithKline plc (SB Holdings Capital Inc.)
Quest Diagnostics Incorporated agrees to purchase 15,377,551 shares of its own common stock from GlaxoSmithKline plc (through SB Holdings Capital Inc.) at $54.30 per share. The transaction is set to occur on January 31, 2011, with settlement on February 4, 2011. This agreement facilitates GlaxoSmithKline's orderly sale of a portion of its Quest Diagnostics shares.
Exhibit 10.2
QUEST DIAGNOSTICS INCORPORATED
Three Giralda Farms
Madison, New Jersey
January 31, 2011
Mr. Peter K. Hopkins
GlaxoSmithKline plc.
via Email
Dear Mr. Hopkins:
We understand you intend to sell approximately 30.8 million shares of your Quest Diagnostics Incorporated common stock. As discussed, we are willing to facilitate an orderly sale by purchasing a portion of these shares from you directly. Specifically, we are prepared to purchase 15,377,551 shares from you on the terms outlined in the attached term sheet.
Sincerely,
/s/ Michael G. Lukas
Michael G. Lukas
Vice President, Finance
AGREED AND ACCEPTED
GLAXOSMITHKLINE PLC
/s/ P.K. Hopkins
Name: P.K. Hopkins
Title: Authorized Signatory
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Summary of Terms
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| Securities | Quest Diagnostics Incorporated common stock (the “Common Stock”) |
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| Seller | SB Holdings Capital Inc. |
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| Buyer | Quest Diagnostics Incorporated |
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Number of Shares | 15,377,551 shares |
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| Price per Share | $54.30 |
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Trade Date | January 31, 2011 |
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| Settlement Date | February 4, 2011 |
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