AmeriPath, Inc. Announces Merger with Specialty Laboratories, Inc.PALM BEACH GARDENS, Fla. -- 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 NYSE See: New York Stock Exchange :SP) ("Specialty"), a leading hospital-focused clinical reference laboratory. E[acute accent acute accent n. A mark (´) indicating: a. that a vowel is close or tense, as é in French été. b. that a vowel or syllable has a high or rising pitch, as in Chinese or Ancient Greek. c. ]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. E[acute accent]"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." E[acute accent]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." E[acute accent]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 per·son·al·ize tr.v. per·son·al·ized, per·son·al·iz·ing, per·son·al·iz·es 1. To take (a general remark or characterization) in a personal manner. 2. To attribute human or personal qualities to; personify. 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." E[acute accent]"We are pleased to announce this combination with AmeriPath, one of the leading anatomic anatomic /ana·tom·ic/ (an?ah-tom´ik) anatomical. Anatomic Related to the physical structure of an organ or organism. 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." E[acute accent]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 EXPIRATION. Cessation; end. As, the expiration of, a lease, of a contract, or statute. 2. In general, the expiration of a contract puts an end to all the engagements of the parties, except to those which arise from the non- fulfillment of obligations created of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act. The HSR Act was signed into law by President Gerald R. 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 LLP - Lower Layer Protocol served as outside legal counsel to AmeriPath. E[acute accent]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. E[acute accent]Additional information regarding the transaction will be provided by AmeriPath on a Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with SEC requirements and will be available for review on the SEC's website at http://www.sec.gov. E[acute accent]About AmeriPath, Inc. E[acute accent]AmeriPath is a leading national provider of physician-based anatomic pathology, dermatopathology and molecular diagnostic services diagnostic services, n.pl the imaging and laboratory capabilities available for determining the cause of an illness. 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 Movable; revocable; subject to change; capable of alteration. An ambulatory court was the former name of the Court of King's Bench in England. It would convene wherever the king who presided over it could be found, moving its location as the king moved. surgical centers. AmeriPath's Web address is http://www.ameripath.com. E[acute accent]About Specialty Laboratories, Inc. E[acute accent]Specialty Laboratories performs highly advanced clinical tests used by physicians to diagnose diagnose /di·ag·nose/ (di´ag-nos) to identify or recognize a disease. di·ag·nose v. 1. To distinguish or identify a disease by diagnosis. 2. , monitor and treat disease. Offering an extensive menu of specialized spe·cial·ize v. spe·cial·ized, spe·cial·iz·ing, spe·cial·iz·es v.intr. 1. To pursue a special activity, occupation, or field of study. 2. 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 http://www.specialtylabs.com. E[acute accent]The statements contained in this press release may contain "forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. " within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and 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 Reimbursement Payment made to someone for out-of-pocket expenses has incurred. 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 here·of adv. Of this. hereof Adverb Formal or law of or concerning this Adv. 1. hereof - of or concerning this; "the twigs hereof are physic" 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. |
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