Dynacare Inc. Increases Consent Fee and Announces Extension.

TORONTO--(BUSINESS WIRE)--Jan. 22, 1999--Dynacare Inc. today announced that it has increased the consent fee payable in connection with its solicitation of consents from holders of its 10-3/4% Senior Notes due 2006 to $30 for each $1,000 in principal amount for which consents are validly delivered and not revoked.

Dynacare also announced that it will revise its Consent Solicitation Statement dated January 11, 1999 to reflect certain amendments to the Indenture. The primary effects of these amendments are: (i) to require Dynacare to file quarterly and annual reports within forty-five and ninety days, respectively, after the close of its applicable accounting period; (ii) to amend the EBITDA Coverage Ratio under Permitted Indebtedness so that such ratio must be at least equal to 2.25 to 1 until January 15, 2001 and 2.50 to 1 thereafter; and (iii) to allow Dynacare to make distributions up to U.S. $2.0 million on its capital stock.

In order to provide noteholders an opportunity to review the revised consent documentation, the company has extended the Expiration Date applicable to its consent solicitation to 5:00 p.m., New York City time, on Thursday, January 28, 1999. The Expiration Date is the time and date by which noteholders of must deliver consents in order for such holders to be eligible to receive the consent fee. As of the date of this press release, holders of approximately 30% of the Notes have delivered their consent. Dynacare has also received oral indications that, subject to the review of documentation, holders of an additional approximate 30% of the Notes intend to deliver their consent prior to the Expiration Date.

The consent solicitation is subject to the satisfaction or waiver of the conditions specified in the Consent Solicitation Statement, as amended and supplemented by the Company's Supplement thereto dated January 22, 1999.

Noteholders who have already delivered consents in connection with the consent solicitation, and any other noteholders who deliver a valid consent prior to the Expiration Date, will be entitled to receive the new consent fee of $30 per $1,000, subject to the terms set forth in the Consent Solicitation Statement, as supplemented. Noteholders who have already delivered consents are bound by, and their previously delivered consents will constitute consent under, the amended terms set forth in the Supplement, unless such consents are validly revoked.

Noteholders may direct any inquiries or requests for additional consent solicitation statements to the Information Agent, MacKenzie Partners, Inc., at [phone] or the Solicitation Agent, Credit Suisse First Boston at [phone].

Dynacare is the second largest provider of clinical laboratory services in Canada (as measured by revenues) and a leading provider of clinical laboratory services in the United States. The Company provides clinical laboratory services from facilities in the provinces of Alberta and Ontario in Canada, and in the states of Louisiana, New York, Texas, Washington, Wisconsin and Wyoming in the United States. The Company's operations, which are owned directly or through joint ventures in the United States and Canada, currently include 12 central laboratories (8 of which are independent clinical laboratories and 4 of which are hospital-based laboratories), 54 rapid response laboratories and 234 specimen collection centers.