September 30, 2005
AMERIPATH, INC. ANNOUNCES MERGER WITH SPECIALTY LABORATORIES,
INC.
FOR IMMEDIATE RELEASE:
Contact: David L. Redmond, Executive Vice President and
Chief Financial Officer
Phone Number: (561) 712-6226
E-mail address: dredmond@ameripath.com
PALM BEACH GARDENS, FLORIDA – September 30, 2005 – AmeriPath,
Inc., (“AmeriPath”) a leading provider of
cancer diagnostics, genomics and related services, today
announced it has signed a merger agreement with Specialty
Laboratories, Inc. NYSE:SP (“Specialty”),
a leading hospital-focused clinical reference laboratory.
Under the terms of the merger agreement, AmeriPath will
acquire all common shares of Specialty that are outstanding
at closing for $13.25 per share. Immediately prior to
the merger, Specialty Family Limited Partnership, Specialty’s
majority shareholder, and related parties, will contribute
shares of Specialty for shares representing approximately
20% of the fully-diluted share capital of the resulting
company, which will be privately held. The merger agreement
was unanimously approved by AmeriPath’s Board of
Directors.
“We are very excited to have the opportunity to
combine forces with Specialty,” said Donald E.
Steen, Chairman and Chief Executive Officer of AmeriPath. “We
believe the two companies have complementary skill sets
and service offerings. The merger will offer the opportunity
to build on both companies’ leadership positions,
provide access to each other’s medical and scientific
expertise, expand our geographic presence and allow our
companies to better support community-based medicine
for enhanced patient care.”
Mr. Steen continued, “The bi-coastal lab locations
that exist in the combined companies will be maintained
to enhance client service levels rather than integrated,
which often occurs at the clients’ expense. We
believe this transaction represents a rare opportunity
to strengthen both companies by leveraging and protecting
their individual strengths and identities.”
Jeffrey A. Mossler, M.D., Vice Chairman of AmeriPath
added, “Significant scientific discoveries in areas
such as genomics and molecular diagnostics are providing
pathways to personalized patient care. This is an exciting
time in medicine, particularly laboratory medicine and
pathology, and we believe this merger has the ability
to position the new organization to offer a greater breadth
of services.”
“We are pleased to announce this combination with
AmeriPath, one of the leading anatomic pathology practices
in the country,” said Richard K. Whitney, Chairman
of the Board of Directors of Specialty. Mr. Whitney continued “We
believe that customers will benefit from an expanded
breadth of services and the service enhancements that
will come from bi-coastal testing facilities.”
AmeriPath expects to complete the transaction by the
first quarter of 2006, with the exact timing being dependent
on the completion and review of necessary SEC and other
filings. The transaction is subject to the satisfaction
of customary closing conditions, including the expiration
of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act and approval by Specialty’s shareholders.
AmeriPath will finance the transaction through a combination
of cash on hand and committed private financing arrangements.
Ropes & Gray LLP served as outside legal counsel
to AmeriPath.
AmeriPath will conduct a conference call to discuss
the transaction today, September 30, 2005, at 11:00 a.m.
Eastern Time. The dial-in number is (888) 810-4930; participant
passcode 4995712. All bondholders are encouraged to participate.
There is no charge to access the event. A replay of the
call will also be available by telephone beginning at
1:00 p.m. Eastern, September 30th until midnight, October
4th. The dial-in number for the telephone replay is (866)
415-2342, passcode #2137.
Additional information regarding the transaction will
be provided by AmeriPath on a Form 8-K in accordance
with SEC requirements and will be available for review
on the SEC’s website at www.sec.gov.
About AmeriPath, Inc.
AmeriPath is a leading national provider of physician-based
anatomic pathology, dermatopathology and molecular diagnostic
services to physicians, hospitals, national clinical
laboratories and surgery centers. A team of subspecialized
pathologists and Ph.D. scientists provide medical expertise,
diagnostic quality, and personal consultation services.
AmeriPath’s elite team of more than 400 highly
trained, board-certified pathologists provide medical
diagnostics services in outpatient laboratories owned,
operated and managed by AmeriPath, as well as in hospitals
and ambulatory surgical centers. AmeriPath’s Web
address is www.ameripath.com.
About Specialty Laboratories, Inc.
Specialty Laboratories performs highly advanced clinical
tests used by physicians to diagnose, monitor and treat
disease. Offering an extensive menu of specialized testing
options, Specialty provides hospitals, laboratories and
specialist physicians a single-source solution to their
non-routine testing needs. By focusing on complex and
technologically advanced testing, Specialty does not
generally directly compete with clients for routine testing
work and offers clinical testing services that generally
complement the laboratory capabilities of its clients.
Specialty's web address is www.specialtylabs.com.
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The statements contained
in this press release may contain “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, 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 successful completion and integration of the merger
(and achievement of planned or expected synergies);
ability to manage growth, access to capital on satisfactory
terms, general economic conditions; federal and state
healthcare 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; and marketing and promotional efforts. 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.
