Stericycle, Inc. Completes Acquisition of Scherer Healthcare, Inc.Business Editors, Health/Medical Writers LAKE FOREST, Ill.--(BUSINESS WIRE)--Jan. 9, 2003 Stericycle Finalizes Settlement with Utah Attorney General of Previously Announced Antitrust Investigation Stericycle, Inc. (Nasdaq:SRCL SRCL Stericycle, Inc. (stock symbol) SRCL Security Requirements Check List (Treasury Board of Canada) SRCL Speech Recognition Control Language ) today announced that it had completed its acquisition of Scherer Healthcare, Inc. for $41.5 million in cash, pursuant to a merger agreement approved by Scherer's stockholders at a special meeting on January 7, 2003. The net purchase price was $26.0 million, after adjusting for Scherer's cash. As a result of the merger, Scherer has become a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Stericycle. Mark Miller, President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Stericycle, said, "This previously-announced transaction represents an important expansion by Stericycle into directly related business lines which complement our current services. We believe we can take advantage of our nationwide presence in hospitals and other healthcare providers to successfully expand Scherer's proprietary reusable sharps management program." Scherer operates two business lines: (i) consumer healthcare products, and (ii) waste management services, which focuses principally on containment, control, collection and processing of sharp-edged medical waste or "sharps." Scherer's reusable sharps programs are marketed through its Bio Systems subsidiaries in 10 Northeastern and Mid-Atlantic states Mid-At·lan·tic States See Middle Atlantic States. Noun 1. Mid-Atlantic states - a region of the eastern United States comprising New York and New Jersey and Pennsylvania and Delaware and Maryland U.S.A. plus the District of Columbia District of Columbia, federal district (2000 pop. 572,059, a 5.7% decrease in population since the 1990 census), 69 sq mi (179 sq km), on the east bank of the Potomac River, coextensive with the city of Washington, D.C. (the capital of the United States). . Concurrent with the closing of the Scherer Healthcare transaction, Stericycle announced that it had entered into voluntary assurance agreements with the Commonwealth of Massachusetts and the State of Connecticut to conclude their review of Stericycle's proposed merger with Scherer. Pursuant to the substantially identical agreements, which became effective upon the closing of the merger, Stericycle agreed to sell a medical waste transfer station in Haverhill, Massachusetts Haverhill (IPA Pronounciation /ˈheɪ.vrɪl/) is a city in Essex County, Massachusetts, United States. The population was 58,969 at the 2000 census. Haverhill is home to Northern Essex Community College. that it acquired from Scherer. In addition, Stericycle agreed to continue to provide access to Stericycle transfer and disposal facilities to certain New England New England, name applied to the region comprising six states of the NE United States—Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, and Connecticut. The region is thought to have been so named by Capt. based medical waste collectors and to provide notice to the Attorneys General of Massachusetts and Connecticut of certain future acquisitions. Stericycle's President and CEO, Mark Miller stated, "We are pleased to have quickly concluded the review of the Scherer transaction with an agreement that will have no material impact on the benefits and advantages Stericycle anticipates realizing from this acquisition." The Company also announced that it has reached a definitive settlement in a previously announced antitrust investigation by the Utah Attorney General's office relating to Stericycle's December 1997 sale and purchase of medical waste assets in Utah and Arizona with Browning-Ferris Industries, Inc. ("BFI BFI - brute force and ignorance ") and the interruption of treatment services provided to certain third-party haulers of medical waste at Stericycle's treatment facilities in Arizona and Utah. Under the terms of a Consent Decree A settlement of a lawsuit or criminal case in which a person or company agrees to take specific actions without admitting fault or guilt for the situation that led to the lawsuit. A consent decree is a settlement that is contained in a court order. , to be filed in court, Stericycle has agreed to pay a total of $580,000 in three annual installments. Stericycle has also agreed to make certain operational changes in Utah to enhance competition, including providing incineration incineration the act of burning to ashes. treatment services to third-party haulers at Stericycle's Salt Lake City treatment facility. The Consent Decree will expressly state that Stericycle does not admit that it has violated any Utah or federal antitrust laws antitrust laws n. acts adopted by Congress to outlaw or restrict business practices considered to be monopolistic or which restrain interstate commerce. The Sherman Antitrust Act of 1890 declared illegal "every contract, combination.... . Stericycle's President and CEO, Mark Miller, said, "Throughout the investigation, we have consistently maintained that Stericycle did not violate any federal or Utah antitrust statutes. We have agreed to settle the Utah investigation in order to avoid the expense of vindicating our position and to eliminate the uncertainty of outcome in the event of litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. . As previously stated, the terms of the Utah settlement have been adequately reserved and will not materially impact Stericycle's business or financial condition." Stericycle offers medical waste, training and compliance services nationally, servicing over 283,000 customers. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statement: Statements in this press release which are not strictly historical are "forward-looking." Forward-looking statements involve known and unknown risks and should be viewed with caution. Factors described in Stericycle's filings with the U.S. Securities and Exchange Commission could affect its actual results and could cause its actual results to differ materially from its expected results. The risks and uncertainties that may affect the results of Stericycle's business include the following: difficulties and delays with respect to the completion and integration of acquisitions; delays and diversion of attention related to compliance with permitting and regulatory authorities; difficulties and delays with respect to marketing and sales activities; and general uncertainties accompanying expansion into new markets. As relates to the acquisition described in this press release, specific risks and uncertainties include the risk that the transaction may not be accretive to Stericycle or, if it is accretive that it may be accretive later than expected or not to the extent expected. Stericycle makes no commitment to disclose any revisions to forward-looking statements, or any facts, events or circumstances after the date hereof that may bear upon forward-looking statements. |
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