December 26, 2002
Lawsuit Filed Against AmeriPath, Inc.
Riviera Beach, FL, December 26, 2002 – AmeriPath, Inc. (Nasdaq:
PATH), a leading national provider of cancer diagnostics, genomic,
and related information services, today announced that a lawsuit
has been filed in a state court in Palm Beach County, Florida regarding
its previously announced $21.25 cash per share merger pending with
companies formed by Welsh, Carson, Anderson & Stowe. The suit,
which also names AmeriPath's board of directors, alleges a breach
of duty to shareholders. The complaint seeks a preliminary injunction
although the Company has not been served with any request for immediate
injunctive relief. If the merger is consummated, the suit also
seeks money damages.
Commenting on the lawsuit and its allegations, James C. New, the
Chairman and Chief Executive Officer of AmeriPath, stated, "The
complaint rehashes previous incorrect comments made by certain
shareholders and misstates other facts. We do not believe the plaintiffs
will be successful and do not foresee this lawsuit being an impediment
to completion of our previously announced merger." AmeriPath
is a leading national provider of cancer diagnostics, genomic,
and related information services. The Company’s extensive
diagnostics infrastructure includes the Center for Advanced Diagnostics
(CAD), a division of AmeriPath. CAD provides specialized diagnostic
testing and information services including Fluorescence In-Situ
Hybridization (FISH), Flow Cytometry, DNA Analysis, Polymerase
Chain Reaction (PCR™, performed pursuant to an agreement
with Roche Molecular Systems, Inc.), Molecular Genetics, Cytogenetics
and HPV Typing. Additionally, AmeriPath provides clinical trial
and research development support to firms involved in developing
new cancer and genomic diagnostics and therapeutics.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The
proposed transaction will be submitted to AmeriPath’s
stockholders for their consideration, and AmeriPath has filed with
the SEC a proxy statement to be used to solicit its stockholders’ approval
of the proposed transaction, as well as other relevant documents
concerning the proposed transaction. STOCKHOLDERS OF AMERIPATH
ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION
WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You
will be able to obtain a free copy of the proxy statement, as well
as other filings containing information about AmeriPath, at the
SEC’s Internet site (http://www.sec.gov). Copies of the proxy
statement and the SEC filings that will be incorporated by reference
in the proxy statement can also be obtained, without charge, by
directing a request to: Michelle D. Getty, Investor Relations,
AmeriPath, Inc., Suite 200, 7289 Garden Road, Riviera Beach, FL
33404, or by telephone at 561-712-6260 or by e-mail to invrel@ameripath.com
PARTICIPANTS IN THE SOLICITATION
AmeriPath and its directors, executive officers and other members
of their management and employees may be soliciting proxies from
the AmeriPath stockholders in favor of the transaction. Information
concerning persons who may be considered participants in the solicitation
of AmeriPath's stockholders under the rules of the Commission is
set forth in public filings filed by AmeriPath with the Commission
and will be set forth in the proxy statement when it is filed with
the Commission.
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The statements contained in this press release may include "forward-looking
statements'' within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements - which are sometimes
identified by words such as "may", "should", "believe'', "expect'', "anticipate'', "estimate" and
similar expressions and which include any assessments of pending
litigation or any financial or operating estimates, forecasts or
projections - are subject to a number of risks and uncertainties,
many of which involve factors or circumstances that are beyond
the Company's control. These risks and uncertainties could cause
actual results to differ materially from results anticipated by
forward-looking statements. These risks and uncertainties include
risks and uncertainties relating to the Company’s operations
include: the extent of success of the Company's operating initiatives
and growth strategies; ability to manage growth; access to capital
on satisfactory terms; general economic conditions; terrorism or
an escalation of hostilities or war; competition and changes in
competitive factors; federal and state health care regulation (and
compliance); reimbursement rates under government and third party
healthcare programs and the payments received under such programs;
changes in coding; changes in technology; dependence upon pathologists
and customer contracts; the ability to attract, motivate, and retain
pathologists; labor, technology and insurance costs; marketing
and promotional efforts; the availability of pathology practices
in appropriate locations that the Company is able to acquire on
suitable terms or develop; and the successful completion and integration
of acquisitions (and achievement of planned or expected synergies).
The forward-looking statements in this press release are made as
of the date hereof based on management's current beliefs and expectations,
and the Company undertakes no obligation to update or revise any
such statements. Further information regarding risks, uncertainties
and other factors that could affect the Company's financial or
operating results or that could cause actual results to differ
materially from those expected, estimated or anticipated are included
in the Company's annual, quarterly, and other reports and filings
with the SEC.
