AmeriPath, Inc. to Acquire Inform DX; Acquisition To Significantly Expand AmeriPath's Platform in Anatomic Pathology and Related Value-added Services.

Business Editors/Health & Medical Writers

RIVIERA BEACH, Fla.--(BUSINESS WIRE)--Nov. 7, 2000

AmeriPath Inc, (Nasdaq:PATH), the largest company focused on providing anatomic pathology, cancer diagnostic and related healthcare information services, announced today that it intends to further expand its business platform through the acquisition of Pathology Consultants of America, Inc. (Inform DX). AmeriPath has entered into a definitive agreement, subject to certain closing conditions, to acquire Inform DX. In the acquisition, AmeriPath will issue, subject to certain downward adjustments, up to 2.7 million shares of common stock in exchange for all the outstanding common stock and warrants of Inform DX, and in addition, AmeriPath will assume certain obligations to issue shares of common stock pursuant to outstanding Inform DX stock option plans. The combined company will have an additional $12 million of debt. Management anticipates that the acquisition should be consummated by year-end, but is working to achieve a closing as early as the end of November.

AmeriPath estimates that the completion of its plans to integrate Inform DX and to restructure the combined operations during 2001, should result in annual operating synergies and cost savings between $3 and $4 million. Since the majority of these savings likely will not be achieved until the second half of 2001 and thereafter, the results of Inform DX will dilute AmeriPath's earnings per share from current estimates, excluding non-recurring costs, for the fourth quarter of 2000 by $.03 to $.05, and nominally dilutive for the first six months of 2001. The acquisition, however, is anticipated to be accretive for the entire year of 2001 and 2002.

As is typical for pooling transactions, merger-related costs and restructuring charges are incurred and recorded in the quarter in which the

transaction is consummated. Based on current estimates, the Company expects to record approximately $12.0 million in such costs and charges during the fourth quarter of 2000, should the transaction proceed to closing during the quarter. These costs include changing Inform DX's method for estimating the reserve for contractual and bad debts to conform to the AmeriPath's methodology, investment banking fees, legal and accounting fees and expenses, payments triggered by a change in control and other restructuring costs.

Inform DX operates 12 anatomic pathology laboratories in 10 states (six states are new to AmeriPath operations), the largest are located in Pennsylvania, New York, Missouri and Tennessee. The company has approximately 400 employees, including an 18 person sales force and 88 physicians, 22 of which are board-certified dermatopathologists. In addition to serving a large referring physician base, 43 hospitals utilize Inform DX's comprehensive anatomic pathology outsourcing solution. Inform DX's pro forma net revenues will be approximately $50 million for calendar year 2000.

"This transaction is consistent with AmeriPath's strategy to build our core business through focused internal and external growth. Further, the transaction should allow AmeriPath to capitalize on its leadership position by providing to our clients value-added products and services. The incremental critical mass provided by Inform DX should allow us to accelerate our growth in higher margin, faster growth businesses. We are very excited about these potential opportunities, including: (i) expanding our dermatopathology capacity; (ii) redirecting Inform DX's existing outsourced esoteric business to AmeriPath's Center for Advanced Diagnostics; (iii) developing PathWay Solutions(TM), a proprietary diagnostic information system platform; (iv) growing our genomics initiatives in conjunction with Genomics Collaborative Inc; and (v) increasing urology and gastroenterology revenues," said Jim New, Chairman and CEO of AmeriPath. "I am also excited to further strengthen our team by adding members of Inform DX senior management, including Brian C. Carr and James E. Billington. Upon completion of the transaction, Mr. Carr would become the President of AmeriPath and Mr. Billington would join as a Senior Vice President of Operations. Both gentlemen would be relocating to AmeriPath's corporate headquarters in Riviera Beach, Florida."

The acquisition should significantly expand AmeriPath's business platform in terms of geographic reach and physician capacity. Currently, AmeriPath has no operations in six of the states in which Inform DX operates, including Colorado, Massachusetts, California, Tennessee, West Virginia and Missouri. The acquisition would also expand AmeriPath's dedicated sales force by approximately 60%, to a total of 49 salespeople. The Company expects to continue to focus on leveraging its sales force to add managed care, national laboratory and hospital contracts. This new sales capacity should help the Company continue to exceed its 12% target for same store sales growth.

"In addition, Inform DX's 22 dermatopathologists should substantially increase our capacity in the attractive dermatopathology market and should allow us to meet the significant existing demand. Enhanced physician capacity should help the Company capitalize on the $600 million dermatopathology market which is expected to continue to grow faster than the overall pathology market due to the aging of the U.S. population and the increasing incidence of skin cancer", continued Jim New.

"I am very excited about the growth opportunities before us. I believe that there are broad synergies achievable between our companies and that the combination of AmeriPath and Inform DX should position us to provide anatomic pathology services as well as the value-added information products and services that our customers require," said Brian Carr, Founder and Chief Executive Officer of Inform DX. "AmeriPath's outstanding success in acquiring and integrating strong pathology practice groups is well known, and we are excited at the possibility of becoming a part of the future growth and success of the combined companies", continued Mr. Carr.

AmeriPath will incorporate Inform DX into PathWay Solutions(Tm), AmeriPath's web-based business intelligence solution designed to provide utilization and outcomes data to AmeriPath's customers, referring physicians, hospitals, patients and payors.

Separately, AmeriPath established an alliance with Genomics Collaborative Inc. in July 2000. Through this partnership, AmeriPath is positioned in a pivotal and indispensable role in the development and implementation of molecular and genetic diagnostics and therapeutics. Incremental volume from Inform DX would be utilized by GCI to build the world's largest tissue repository for genetic research.

The definitive agreement to acquire Inform DX is subject to numerous significant conditions, including a Hart-Scott-Rodino filing (and clearance), the receipt of waivers from AmeriPath's credit facility lending group, Inform DX shareholder approval, compliance with registration exemption requirements under the federal securities laws and other conditions, many of which are beyond the control of AmeriPath. There can be no assurance that such conditions will be satisfied, or that the merger and related transactions contemplated by the definitive agreement will be consummated.

The Company will broadcast its conference call on Wednesday, November 8, 2000, at 10:00 a.m. EST over the Internet. All stockholders and investors are encouraged to participate. This event is available through Investor Broadcast Network's Vcall website, located at http://www.vcall.com. Listeners should go to the website at least fifteen minutes before the event to register, download, and install any necessary audio software. For those unable to attend the live broadcast, a replay will be available for the next 90 days. There is no charge to access the event. A replay of the call will also be available by telephone beginning at 12:00 noon, November 8 to 12:00 noon, November 9. The dial-in number is 800-633-8284, reservation no.16862376.

AmeriPath, Inc. is the nation's largest company focused on providing anatomic pathology, cancer diagnostic and related healthcare information services to physicians, hospitals, national clinical laboratories and managed care organizations. The company's physicians provide medical services through outpatient pathology laboratories, hospital inpatient laboratories and outpatient surgery centers. Assuming the completion of the Inform DX acquisition, AmeriPath would operate 41 laboratories with 402 physicians across 20 states.

The statements of James C. New and Brian C. Carr and other statements contained in this press release are "forward-looking statements" which are based on current beliefs and expectations. Past performance is not necessarily indicative of future results. In addition, forward-looking statements - which are identified by words such as "may", "should", "believe," "expect," "anticipate" and similar expressions -- are subject to a number of risks and uncertainties which could cause actual results to differ materially from historical results or those expected or anticipated. These include risks and uncertainties relating to satisfaction of closing conditions, demand for pathology services, pricing, federal and state regulation (and compliance), reimbursement rates, government and third party payments, the ability to attract, motivate, and retain pathologists, dependence upon pathologists and contracts, the development and expansion of managed care and national clinical lab contracts, completion and integration of acquisitions and affiliations (and achievement of planned or expected synergies), competitive factors and technology. Further information regarding risks, uncertainties and other factors that could affect the Company's financial results, or could cause actual results to differ materially from those expected or anticipated, are included in the Company's Form 10-K for the year ended December 31, 1999 and subsequent filings with the SEC.

Editor's Note: This release is also available at http://www.ameripath.com