PSS World Medical, Inc. Completes Merger With Gulf South Medical Supply, Inc. and Name Change From Physician Sales and Service, Inc.; Adds Four New Board Members.
Pursuant to the terms of the agreement dated December 14, 1997, holders of Gulf South Medical Supply common stock received a fixed ratio of 1.75 shares of PSS World Medical common stock for each Gulf South Medical Supply share held. The total shares issued of approximately 28,738,297 represent approximately 41.2% of the PSS World Medical common stock outstanding after the merger. PSS World Medical will account for the transaction as a pooling of interests.
At a special meeting, Physician Sales & Service stockholders also approved the change of the corporate name from Physician Sales & Service, Inc. to PSS World Medical, Inc., to better reflect the company's expansion into multiple medical distribution sectors. The Company's Nasdaq National Market trading symbol remains "PSSI".
Patrick C. Kelly, Chairman and Chief Executive Officer of PSS World Medical, Inc., said, "Strategically, this transaction gives us entry into the entire alternate-site market and is one of the most compelling transactions we have ever completed. All of the sales expertise, information technology and marketing momentum that are hallmarks of PSS World Medical will have immediate application for Gulf South. We believe there are extraordinary synergistic and value-added opportunities inherent in this transaction which should generate increased profitability for our company."
Mr. Kelly continued, "This transaction not only allows PSS World Medical to employ its customer-focused distribution capabilities in all of the alternate-site market, but it also partners us with the preeminent distributor of medical products to the extended-care market segment. The combination of PSS World Medical and Gulf South creates the nation's leading alternate-site distributor. This transaction adds 17 full-service regional distribution centers to the Company's existing 86 service centers."
With the closing of this transaction, Mr. Thomas G. Hixon, age 54, formerly Chairman and Chief Executive Officer of Gulf South Medical Supply, joined PSS World Medical as President and Chief Operating Officer as well a director of the Company.
The Company also announced that, in addition to Mr. Hixon, it had appointed three additional members to the Board of Directors: Donna C. E. Williamson, Melvin L. Hecktman, and Hugh McNeil Brown. Ms. Williamson, age 45, was recently added to Gulf South's Board and has over 20 years experience building and developing healthcare businesses for Baxter International, Inc., a multi-billion dollar, global medical-products and services company. She was most recently Senior Vice President of Caremark International, Inc., a $2.5 billion healthcare services company acquired by MedPartners, Inc. in September 1996. Mr. Hecktman, age 58, has served as a director to Gulf South since 1993 and is President of Hecktman Management, an investment management and consulting firm and a partner of Commonwealth Capital Partners, a merchant banking group. Mr. Brown, age 62, is President and Chief Executive Officer of BAMSI, Inc., a full-service engineering and technical services company.
PSS World Medical, Inc. is the largest distributor of medical supplies, equipment and pharmaceuticals to office-based physicians in the United States through its Physician Sales and Service, Inc. Division. Also, through its merger with Gulf South Medical Supply, Inc., the Company is the largest national distributor of medical supplies and related products to the long-term care industry. In addition, the company is the largest distributor of medical diagnostic imaging supplies, chemicals, equipment, and service to the acute care and alternate-care markets through its subsidiary, Diagnostic Imaging, Inc.
This news release contains forward-looking statements and information that are subject to certain risks, trends and uncertainties detailed in the company's reports filed with the Securities and Exchange Commission, including business and economic conditions, competitive forces and the ability to integrate operations successfully, that could cause results to differ materially from those projected.
CONTACT: PSS World Medical Inc., Jacksonville
David A. Smith, 904/332-3000
Thomas A. Crowley, 973/783-1510
KEY WORD: TEXAS
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