January 31, 2006
AMERIPATH, INC. AND SPECIALTY LABORATORIES, INC. COMPLETE
MERGER
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 January 31, 2006 – AmeriPath,
Inc. (“AmeriPath”) a leading provider of
anatomic pathology, dermatopathology and molecular diagnostics
and Specialty Laboratories, Inc. (“Specialty”),
a leading hospital-focused clinical reference laboratory,
today announced the completion of the merger, which was
originally announced by AmeriPath on September 30, 2005.
Under the terms of the merger agreement, AmeriPath acquired
all of the common shares of Specialty that were outstanding
at closing for $13.25 per share. Immediately prior to
the merger, Specialty Family Limited Partnership, Specialty’s
majority shareholder, and related parties, contributed
shares of Specialty for shares representing approximately
20% of the fully-diluted share capital of the combined
company.
“We are very excited to complete this merger and
combine forces with Specialty,” said Donald E.
Steen, Chairman and Chief Executive Officer of AmeriPath. “Together,
our companies are uniquely positioned to more effectively
support local pathology and community-based medicine
for enhanced patient care. Our complementary areas of
expertise and service offerings will allow us to build
on both companies’ leadership positions, provide
access to each other’s medical and scientific expertise,
expand our geographic presence to better serve our customers,
and become the most valued company in our industry.”
Mr. Steen continued, “The bi-coastal laboratories
of AmeriPath and Specialty will retain their individual
corporate identities and names, but afford us an expanded
local presence. We are already beginning, however, to
transfer technology, leverage our shared expertise and
offer our combined services, to more completely and effectively
meet growing and more sophisticated customer needs.”
“R. Keith Laughman who joined AmeriPath in April,
2005 as President for Esoteric Services, will become
President of Specialty Laboratories
and will lead the new organization to achieve the full
benefits from the
combined expertise of the two companies. Keith has an
accomplished 30-year record with the Mayo Clinic and
its subsidiaries and we will benefit from his demonstrated
leadership skills,” Mr. Steen further added.
AmeriPath is also using strategic relationships to expand
and position its new organization to be the first to
offer cutting edge genetic-based assays to help physicians
treat patients more individually and with greater precision.
One such relationship involves Molecular Profiling Institute,
Inc. (MPI) led by scientific visionaries, clinical oncologists,
and successful drug developers, associated with Translational
Genomics Research Institute (TGen). TGen is a non-profit
biomedical research organization, formed by team members
of the Human Genome Project, which came together to apply
from the human genome project to personalized medicine.
TGen and MPI are based in Phoenix, Arizona.
Jeffrey A. Mossler, M.D., Vice Chairman of AmeriPath
commented, “This is an exciting time in medicine,
particularly laboratory medicine and pathology. Significant
scientific discoveries in areas such as genomics and
molecular diagnostics are providing pathways to personalized
patient care.”
“The new organization will offer comprehensive anatomic
pathology, advanced clinical laboratory testing and services,
and, with MPI and TGen, novel molecular and diagnostics
that apply the genome map to patient care, a combination
which not only strengthens our company and prepares us
for the future, but also helps our referring physicians
provide more effective and improved patient care.”
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 http://www.sec.gov.
About AmeriPath, Inc.
AmeriPath, a leading national provider of physician-based
anatomic pathology, dermatopathology and molecular diagnostic
services to physicians, hospitals, clinical laboratories
and surgery centers, supports community-based medicine
by helping physicians provide excellent and effective
care for their patients. 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.
About Specialty Laboratories, Inc.
Specialty Laboratories supports local pathology and
community-based medicine by partnering with pathologists
and hospitals to improve patient care and reduce episodes-of-care
costs. Specialty offers hospitals an extensive menu of
highly advanced clinical tests used by physicians to
diagnose, monitor and treat disease and a single-source
solution for esoteric testing needs. 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 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.
