January 29, 2003
AmeriPath Announces Preliminary Results for the Fourth Quarter and Fiscal 2002;
Planned Merger Proceeds
Riviera Beach, FL, January 29, 2003 - AmeriPath,
Inc. (Nasdaq: PATH), a leading national provider of cancer diagnostics,
genomic, and related information services,
today announced that it expects 2002 net revenues for the year of $479 million.
Net revenues for the fourth quarter of 2002 are expected to be $121 million.
The Company expects fourth quarter adjusted earnings
per share of $0.39. AmeriPath also estimates adjusted
earnings per share for the year 2002 will be $1.68. These
estimates of adjusted earnings per share for the fourth
quarter and for 2002 exclude anticipated merger expenses
in connection with AmeriPath's pending acquisition by
Amy Acquisition Corp., an affiliate of Welsh, Carson,
Anderson & Stowe, and other non-cash charges which may
be taken in the fourth quarter and are still under review.
The financial results reported today remain subject to
completion of the Company's audit for the year ended
December 31, 2002. AmeriPath anticipates announcing its
fourth quarter and 2002 year end financial results in
late February 2003. James C. New, the Chairman and Chief
Executive Officer of AmeriPath, stated, "While our overall
performance in the fourth quarter was below our goal,
our cash collections in the fourth quarter and for the
year were strong. We will continue to focus on the execution
of our business plan, while completing financing arrangements
and working towards finalizing the Company's pending
merger transaction with Amy Acquisition Corp, an affiliate
of Welsh, Carson, Anderson & Stowe."
The Company also announced that, in connection with
the pending merger, it anticipated mailing definitive
proxy materials in the near future for a shareholder
meeting in March 2003. In addition, the Company noted
that pursuant to its merger agreement, 28 other potential
buyers were contacted after the merger agreement was
signed and confidentiality agreements had been executed
with six such parties, but no third parties have conducted
due diligence on the Company and no offers or indications
of interest have been received. The Company also noted
that it will not comment further on financial results
or the pending merger until its 2002 audit is completed
and final results are announced and the definitive proxy
materials are mailed.
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 (PCRT, 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.
Welsh Carson is one of the largest private equity firms
in the U.S. and the largest in the world focused exclusively
on investments in healthcare, information services and
communications industries. Since its founding in 1979,
Welsh Carson has organized investment partnerships with
capital of more than $12 billion. AmeriPath and Welsh
Carson previously announced the execution of a definitive
merger agreement on December 8, 2002. The merger is expected
to be completed prior to April 30, 2003 and is subject
to the approval of AmeriPath's shareholders, the closing
of financing arrangements as set forth in commitment
letters received by Welsh Carson or its affiliates, and
other customary conditions.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The proposed merger transaction will be submitted to
AmeriPath's stockholders for their consideration. AmeriPath
will file with the SEC a definitive 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.
.............................................................................................................
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 financial or
operating estimates, forecasts or projections - are subject
to a number of risks and uncertainties and completion
of the Company's audit for 2002, 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 the possibility that the merger may not occur
due to the failure of the parties to satisfy the conditions
set forth therein, such as the inability of Welsh, Carson
to obtain financing, the failure of AmeriPath to obtain
stockholder approval or the occurrence of events that
would have a material adverse effect on AmeriPath as
described in the merger agreement. Additional 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.
