November 8, 2000
AMERIPATH, INC. TO ACQUIRE INFORM DX
Riviera Beach, FL, November 7, 2000 – AmeriPath Inc, (NASDAQ: PATH),
the largest company focused on providing anatomic pathology, cancer diagnostic
and related healthcare information services, announced today that it intends
to further expand its business platform through the acquisition of Pathology
Consultants of America, Inc. (Inform DX). AmeriPath has entered into a definitive
agreement, subject to certain closing conditions, to acquire Inform DX. In
the acquisition, AmeriPath will issue, subject to certain downward adjustments,
up to 2.7 million shares of common stock in exchange for all the outstanding
common stock and warrants of Inform DX, and in addition, AmeriPath will assume
certain obligations to issue shares of common stock pursuant to outstanding
Inform DX stock option plans. The combined company will have an additional
$12 million of debt. Management anticipates that the acquisition should be
consummated by year-end, but is working to achieve a closing as early as the
end of November.
AmeriPath estimates that the completion of its plans to integrate
Inform DX and to restructure the combined operations during 2001,
should result in annual operating synergies and cost savings
between $3 and $4 million. Since the majority of these savings
likely will not be achieved until the second half of 2001 and
thereafter, the results of Inform DX will dilute AmeriPath’s
earnings per share from current estimates, excluding non-recurring
costs, for the fourth quarter of 2000 by $.03 to $.05, and nominally
dilutive for the first six months of 2001. The acquisition, however,
is anticipated to be accretive for the entire year of 2001 and
2002.
As is typical for pooling transactions, merger-related costs
and restructuring charges are incurred and recorded in the quarter
in which the transaction is consummated. Based on current estimates,
the Company expects to record approximately $12.0 million in
such costs and charges during the fourth quarter of 2000, should
the transaction proceed to closing during the quarter. These
costs include changing Inform DX’s method for estimating
the reserve for contractual and bad debts to conform to the AmeriPath’s
methodology, investment banking fees, legal and accounting fees
and expenses, payments triggered by a change in control and other
restructuring costs.
Inform DX operates 12 anatomic pathology laboratories in 10
states (six states are new to AmeriPath operations), the largest
are located in Pennsylvania, New York, Missouri and Tennessee.
The company has approximately 400 employees, including an 18
person sales force and 88 physicians, 22 of which are board-certified
dermatopathologists. In addition to serving a large referring
physician base, 43 hospitals utilize Inform DX’s comprehensive
anatomic pathology outsourcing solution. Inform DX’s pro
forma net revenues will be approximately $50 million for calendar
year 2000.
“This transaction is consistent with AmeriPath’s
strategy to build our core business through focused internal
and external growth. Further, the transaction should allow AmeriPath
to capitalize on its leadership position by providing to our
clients value-added products and services. The incremental critical
mass provided by Inform DX should allow us to accelerate our
growth in higher margin, faster growth businesses. We are very
excited about these potential opportunities, including: (i) expanding
our dermatopathology capacity; (ii) redirecting Inform DX’s
existing outsourced esoteric business to AmeriPath’s Center
for Advanced Diagnostics; (iii) developing PathWay SolutionsTM,
a proprietary diagnostic information system platform; (iv) growing
our genomics initiatives in conjunction with Genomics Collaborative
Inc; and (v) increasing urology and gastroenterology revenues,” said
Jim New, Chairman and CEO of AmeriPath. “I am also excited
to further strengthen our team by adding members of Inform DX
senior management, including Brian C. Carr and James E. Billington.
Upon completion of the transaction, Mr. Carr would become the
President of AmeriPath and Mr. Billington would join as a Senior
Vice President of Operations. Both gentlemen would be relocating
to AmeriPath’s corporate headquarters in Riviera Beach,
Florida.”
The acquisition should significantly expand AmeriPath’s
business platform in terms of geographic reach and physician
capacity. Currently, AmeriPath has no operations in six of the
states in which Inform DX operates, including Colorado, Massachusetts,
California, Tennessee, West Virginia and Missouri. The acquisition
would also expand AmeriPath’s dedicated sales force by
approximately 60%, to a total of 49 salespeople. The Company
expects to continue to focus on leveraging its sales force to
add managed care, national laboratory and hospital contracts.
This new sales capacity should help the Company continue to exceed
its 12% target for same store sales growth.
“In addition, Inform DX’s 22 dermatopathologists
should substantially increase our capacity in the attractive
dermatopathology market and should allow us to meet the significant
existing demand. Enhanced physician capacity should help the
Company capitalize on the $600 million dermatopathology market
which is expected to continue to grow faster than the overall
pathology market due to the aging of the U.S. population and
the increasing incidence of skin cancer”, continued Jim
New.
“I am very excited about the growth opportunities before
us. I believe that there are broad synergies achievable between
our companies and that the combination of AmeriPath and Inform
DX should position us to provide anatomic pathology services
as well as the value-added information products and services
that our customers require,” said Brian Carr, Founder and
Chief Executive Officer of Inform DX. “AmeriPath’s
outstanding success in acquiring and integrating strong pathology
practice groups is well known, and we are excited at the possibility
of becoming a part of the future growth and success of the combined
companies”, continued Mr. Carr.
AmeriPath will incorporate Inform DX into PathWay SolutionsTM,
AmeriPath’s web-based business intelligence solution designed
to provide utilization and outcomes data to AmeriPath’s
customers, referring physicians, hospitals, patients and payors.
Separately, AmeriPath established an alliance with Genomics
Collaborative Inc. in July 2000. Through this partnership, AmeriPath
is positioned in a pivotal and indispensable role in the development
and implementation of molecular and genetic diagnostics and therapeutics.
Incremental volume from Inform DX would be utilized by GCI to
build the world’s largest tissue repository for genetic
research.
The definitive agreement to acquire Inform DX is subject to
numerous significant conditions, including a Hart-Scott-Rodino
filing (and clearance), the receipt of waivers from AmeriPath’s
credit facility lending group, Inform DX shareholder approval,
compliance with registration exemption requirements under the
federal securities laws and other conditions, many of which are
beyond the control of AmeriPath. There can be no assurance that
such conditions will be satisfied, or that the merger and related
transactions contemplated by the definitive agreement will be
consummated.
The Company will broadcast its conference call on Wednesday,
November 8, 2000, at 10:00 a.m. EST over the Internet. All stockholders
and investors are encouraged to participate. This event is available
through Investor Broadcast Network’s Vcall website, located
at http://www.vcall.com. Listeners should go to the website at
least fifteen minutes before the event to register, download,
and install any necessary audio software. For those unable to
attend the live broadcast, a replay will be available for the
next 90 days. There is no charge to access the event. A replay
of the call will also be available by telephone beginning at
12:00 noon, November 8 to 12:00 noon, November 9. The dial-in
number is 800-633-8284, reservation #16862376. AmeriPath, Inc.
is the nation’s largest company focused on providing anatomic
pathology, cancer diagnostic and related healthcare information
services to physicians, hospitals, national clinical laboratories
and managed care organizations. The company’s physicians
provide medical services through outpatient pathology laboratories,
hospital inpatient laboratories and outpatient surgery centers.
Assuming the completion of the Inform DX acquisition, AmeriPath
would operate 41 laboratories with 402 physicians across 20 states.
...............................................................................................................................
The statements
of James C. New and Brian C. Carr and other statements
contained in this press release
are “forward-looking statements” which
are based on current beliefs and expectations. Past performance
is not necessarily indicative of future results. In addition,
forward-looking statements – which are identified by words
such as “may”, “should”, “believe,” “expect,” “anticipate” and
similar expressions -- are subject to a number of risks and uncertainties
which could cause actual results to differ materially from historical
results or those expected or anticipated. These include risks
and uncertainties relating to satisfaction of closing conditions,
demand for pathology services, pricing, federal and state regulation
(and compliance), reimbursement rates, government and third party
payments, the ability to attract, motivate, and retain pathologists,
dependence upon pathologists and contracts, the development and
expansion of managed care and national clinical lab contracts,
completion and integration of acquisitions and affiliations (and
achievement of planned or expected synergies), competitive factors
and technology. Further information regarding risks, uncertainties
and other factors that could affect the Company’s financial
results, or could cause actual results to differ materially from
those expected or anticipated, are included in the Company’s
Form 10-K for the year ended December 31, 1999 and subsequent
filings with the SEC.