ChromaVision Medical Systems Announces Adoption of Stockholder Rights Plan.

SAN JUAN CAPISTRANO, Calif.--(BW HealthWire)--March 8, 1999-- ChromaVision Medical Systems Inc. (NASDAQ NM:CVSN), a unique cellular imaging diagnostics company and manufacturer of the Automated Cellular Imaging System (ACIS(TM)) Monday announced that its Board of Directors has adopted a Stockholder Rights Plan designed to assure that all of its stockholders would receive fair treatment in the event of any threatened hostile or coercive acquisition of the company.

Douglas S. Harrington, M.D., chief executive officer and president of the company, stated that "The Plan has been adopted as a precautionary measure and not in response to any specific effort to acquire control of the company." He went on to say, "The Plan has been adopted to protect the interests of our stockholders and to assist our Board of Directors in responding properly and effectively in the event of any hostile or coercive takeover attempt of the company. The Plan is an attempt to provide the Board of Directors with adequate time and a full opportunity to consider any and all alternatives in the event of such hostile action."

The Rights Plan provides each stockholder of the company with one right for each share of common stock held.

Generally, should a person or entity become the beneficial owner of 15 percent or more of the company's outstanding common stock, each right (other than those held by that new 15 percent stockholder) would be exercisable to purchase that number of shares of the company's common stock having, at that time, a market value equal to two times the then current exercise price. The exercise price will initially be $30 per right, subject to adjustment for certain events. Certain acquisitions by the holders of 15 percent or more of the company's common stock on the date the Stockholder Rights Plan was adopted will not result in the rights becoming exercisable.

The record date set for issuance of the rights under the Rights Plan is March 22, 1999, and after that date any shares of common stock traded will automatically be accompanied by the associated rights. The rights expire on Feb. 9, 2009 (unless previously triggered), and are subject to redemption by the Board of Directors of the company at $.001 per right at any time prior to the first date upon which they become exercisable.

About ChromaVision Medical Systems

ChromaVision Medical Systems manufactures and markets an advanced cellular imaging system designed to advance the detection, diagnosis and treatment of cellular disease. The Automated Cellular Imaging System (ACIS(TM)) combines proprietary, color-based imaging technology with automated microscopy to bring unprecedented sensitivity, accuracy and reproducibility to cancer, infectious disease and genetic cell-based diagnostics. ChromaVision currently markets its products to physicians and researchers in university medical centers and commercial laboratories throughout the world.

ChromaVision Medical Systems was formed by XL Vision Inc., and is a Safeguard Scientifics Inc. (NYSE: SFE) partnership company.

For more information on ChromaVision Medical Systems, visit the company's Web site at http://www.chromavision.com.

The statements contained herein regarding ChromaVision Medical Systems contain forward-looking statements that involve risks and uncertainty. Future events and the company's actual results could differ materially from the results reflected in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, uncertainty of success in developing any new diagnostic test, failure to obtain FDA clearance or approval for particular applications and dependence on third parties for clinical testing. ACIS is a trademark of ChromaVision Medical Systems Inc.