INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
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| o Preliminary Proxy Statement |
o Confidential,
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| o Definitive Proxy Statement | ||
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| x Soliciting Material under Rule 14a-12 | ||
AmeriPath, Inc.
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May be deemed to be
solicitation material
under Rule 14a-12
FOR IMMEDIATE RELEASE
| Contact: | ||
| Gregory A. Marsh | Michelle D. Getty | |
| Vice President & CFO | Investor Relations | |
| AmeriPath, Inc. | AmeriPath, Inc. | |
| 561-845-6211 | 561-712-6260 | |
| E-mail: invrel@ameripath.com |
Lawsuit Filed Against AmeriPath, Inc.
Riviera Beach, FL, December 26, 2002 – AmeriPath, Inc. (Nasdaq: PATH), a leading national provider of cancer diagnostics, genomic, and related information services, today announced that a lawsuit has been filed in a state court in Palm Beach County, Florida regarding its previously announced $21.25 cash per share merger pending with companies formed by Welsh, Carson, Anderson & Stowe. The suit, which also names AmeriPath’s board of directors, alleges a breach of duty to shareholders. The complaint seeks a preliminary injunction although the Company has not been served with any request for immediate injunctive relief. If the merger is consummated, the suit also seeks money damages.
Commenting on the lawsuit and its allegations, James C. New, the Chairman and Chief Executive Officer of AmeriPath, stated, “The complaint rehashes previous incorrect comments made by certain shareholders and misstates other facts. We do not believe the plaintiffs will be successful and do not foresee this lawsuit being an impediment to completion of our previously announced merger.”
AmeriPath is a leading national provider of cancer diagnostics, genomic, and related information services. The Company’s extensive diagnostics infrastructure includes the Center for Advanced Diagnostics (CAD), a division of AmeriPath. CAD provides specialized diagnostic testing and information services including Fluorescence In-Situ Hybridization (FISH), Flow Cytometry, DNA Analysis, Polymerase Chain Reaction (PCR™, performed pursuant to an agreement with Roche Molecular Systems, Inc.), Molecular Genetics, Cytogenetics and HPV Typing. Additionally, AmeriPath provides clinical trial and research development support to firms involved in developing new cancer and genomic diagnostics and therapeutics.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The proposed transaction will be submitted to AmeriPath’s stockholders for their consideration, and AmeriPath has filed with the SEC a proxy statement to be used to solicit its stockholders’ approval of the proposed transaction, as well as other relevant documents concerning the proposed transaction. STOCKHOLDERS OF AMERIPATH ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain a free copy of the proxy statement, as well as other filings containing information about AmeriPath, at the SEC’s Internet site (http://www.sec.gov). Copies of the proxy statement and the SEC filings that will be incorporated by reference in the proxy statement can also be obtained, without charge, by directing a request to: Michelle D. Getty, Investor Relations, AmeriPath, Inc., Suite 200, 7289 Garden Road, Riviera Beach, FL 33404, or by telephone at 561-712-6260 or by e-mail to invrel@ameripath.com.
PARTICIPANTS IN THE SOLICITATION
AmeriPath and its directors, executive officers and other members of their management and employees may be soliciting proxies from the AmeriPath stockholders in favor of the transaction. Information concerning persons who may be considered participants in the solicitation of AmeriPath’s stockholders under the rules of the Commission is set forth in public filings filed by AmeriPath with the Commission and will be set forth in the proxy statement when it is filed with the Commission.
The statements contained in this press release may include “forward-looking statements’’ within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements — which are sometimes identified by words such as “may”, “should”, “believe’’, “expect’’, “anticipate’’, “estimate” and similar expressions and which include any assessments of pending litigation or any financial or operating estimates, forecasts or projections — are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. These risks and uncertainties could cause actual results to differ materially from results anticipated by forward-looking statements. These risks and uncertainties include risks and uncertainties relating to the Company’s operations include: the extent of success of the Company’s operating initiatives and growth strategies; ability to manage growth; access to capital on satisfactory terms; general economic conditions; terrorism or an escalation of hostilities or war; competition and changes in competitive factors; federal and state health care regulation (and compliance); reimbursement rates under government and third party healthcare programs and the payments received under such programs; changes in coding; changes in technology; dependence upon pathologists and customer contracts; the ability to attract, motivate, and retain pathologists; labor, technology and insurance costs; marketing and promotional efforts; the availability of pathology practices in appropriate locations that the Company is able to acquire on suitable terms or develop; and the successful completion and integration of acquisitions (and achievement of planned or expected synergies). The forward-looking statements in this press release are made as of the date hereof based on management’s current beliefs and expectations, and the Company undertakes no obligation to update or revise any such statements. Further information regarding risks, uncertainties and other factors that could affect the Company’s financial or operating results or that could cause actual results to differ materially from those expected, estimated or anticipated are included in the Company’s annual, quarterly, and other reports and filings with the SEC.
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This release is also available at http://www.ameripath.com