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CORNING AND DAMON SIGN MERGER AGREEMENT

 CORNING, N.Y., and NEEDHAM, Mass., July 2 /PRNewswire/ -- Corning Incorporated (NYSE: GLW) and Damon Corporation (NYSE: DCL) said today that they have signed a definitive agreement under which Corning, through its Corning Lab Services Inc. (CLSI) subsidiary, will acquire Damon for $23 a share in cash.
 Corning will commence a tender offer for all outstanding Damon shares at $23 per share within the next few days. Any shares not acquired in the tender offer will be exchanged in a cash merger following completion of the tender offer.
 E. Martin Gibson, chairman and chief executive officer of Corning Lab Services, said that upon completion of the transaction, Damon's operations would be integrated with the MetPath network of clinical testing laboratories operated by CLSI. "We are very pleased to have reached this agreement with Damon. The acquisition will further strengthen our MetPath business in an increasingly competitive laboratory testing industry," Gibson said.
 "This transaction, which combines two high quality companies, represents excellent value for our shareholders, a 66 percent premium over the closing price of Damon common stock on June 18, 1993, the day before the announcement of the NHL $16 per share offer," said Robert L. Rosen, chairman and chief executive officer of Damon.
 "The combination of Damon and Corning Lab Services will create opportunities for enhanced service and efficiency at competitive prices."
 Corning's offer is not conditioned on financing. The tender offer will be conditioned on, among other things, a minimum of 8,900,000 Damon's shares, or approximately 51 percent of the shares outstanding on a fully diluted basis, being validly tendered and not withdrawn. It is also conditioned on expiration of the regulatory anti-trust waiting period.
 Damon has terminated its prior merger agreement with National Health Laboratories Inc. and per that agreement has paid NHL a $6 million expense fee.
 Corning's merger agreement with Damon provides for termination and expense fees payable in certain circumstances totaling $23.25 million.
 Lazard Frres & Co., which advised Corning on the transaction, will be the dealer manager for the tender offer.
 Corning Incorporated is a Fortune 200 company which competes in four market segments: specialty materials, communications, laboratory services, and consumer products. Corning's 1992 sales were $3.7 billion.
 Corning Lab Services Inc., a wholly owned subsidiary of Corning Incorporated, operates more than 40 facilities in nine countries that provide clinical, pharmaceutical and environmental laboratory testing services. For 1992, Corning Lab Services' combined revenues were approximately $1 billion.
 Damon operates 13 regional laboratories throughout the United States and one in Mexico City. It offers a full range of high quality routine and esoteric testing and customized client services used in the diagnosis and monitoring of diseases.
 -0- 7/2/93
 /CONTACT: Stephen Albertalli, investors, 607-974-8357, or Kathryn Littleton, 607-974-8206, both of Corning Inc., or David Asheim of Damon Corporation, investors, 617-449-0588, or Fredric Spar of Kekst and Company, 212-593-2655, for Corning Inc. and Damon Corporation/
 (GLW DCL)


CO: Corning Incorporated; Damon Corporation ST: New York, Massachusetts IN: MTC SU: TNM

TM -- NY051 -- 8334 07/02/93 17:36 EDT
COPYRIGHT 1993 PR Newswire Association LLC
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1993 Gale, Cengage Learning. All rights reserved.

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Publication:PR Newswire
Date:Jul 2, 1993
Words:508
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