TriPath Imaging Announces Agreement to Be Acquired by Becton, Dickinson and Company
September 08 2006 - 9:15AM
PR Newswire (US)
Conference call with analysts and investors to be held on September
13, 2006 BURLINGTON, N.C., Sept. 8 /PRNewswire-FirstCall/ --
TriPath Imaging, Inc. (NASDAQ:TPTH) today announced that it has
signed a definitive merger agreement with BD (Becton, Dickinson and
Company) (NYSE:BDX), pursuant to which BD has agreed to acquire the
approximately 93.5% of the outstanding shares of TriPath Imaging,
Inc. that BD does not currently own. The agreement provides that BD
will pay $9.25 in cash for each share of TriPath Imaging common
stock and provides for the cash-out of all existing options, stock
appreciation rights and warrants based on the same per share
consideration. This represents an 81% percent premium to $5.12,
which was TriPath Imaging's closing share price on August 14, 2006,
when BD's proposal to acquire TriPath Imaging was first announced.
The closing of this transaction is subject to customary conditions,
including Hart-Scott-Rodino clearance and the approval of TriPath
Imaging's stockholders. The transaction is expected to close in the
fourth quarter of calendar 2006. Paul R. Sohmer, M.D., Chief
Executive Officer of TriPath Imaging, said, "Given the close
working relationship that we have enjoyed with BD through our
collaborative efforts to develop and commercialize our molecular
oncology products, we are very pleased that BD shares our vision
for diagnostic oncology and understands the opportunities for
growth associated with both our current cervical cytology business
featuring the SurePath(R) liquid based Pap test and the
FocalPoint(R) Imaging System and our emerging molecular oncology
business. To this end, we believe that joining BD will provide the
breadth of complementary technologies, market clout, and resources
required to gain the market leadership position for our cervical
cancer screening business and to accelerate the successful market
introduction of our innovative molecular oncology products." UBS
Securities LLC acted as financial advisor to TriPath Imaging in
connection with the transaction. Edwards, Angell, Palmer &
Dodge LLP was TriPath Imaging's legal advisor in connection with
the transaction. Conference Call On Wednesday, September 13, 2006,
TriPath Imaging will hold a conference call with analysts and
investors regarding this announcement. Details for the call will be
provided in a separate release. About TriPath Imaging TriPath
Imaging, Inc., headquartered in Burlington, North Carolina,
develops, manufactures, markets and sells innovative solutions to
improve the clinical management of cancer, including detection,
diagnosis, staging and treatment. TriPath Oncology, a wholly owned
subsidiary of TriPath Imaging, develops molecular diagnostic
products for malignant melanoma and cancers of the cervix, breast,
ovary and prostate. IMPORTANT ADDITIONAL INFORMATION WILL BE FILED
WITH THE SEC TriPath Imaging plans to file with the SEC and mail to
its stockholders a Proxy Statement in connection with the
transaction. The Proxy Statement will contain important information
about BD, TriPath Imaging, the transaction and related matters.
Investors and security holders are urged to read the Proxy
Statement carefully when it is available. Investors and security
holders will be able to obtain free copies of the Proxy Statement
and other documents filed with the SEC by BD and TriPath Imaging
through the web site maintained by the SEC at http://www.sec.gov/.
In addition, investors and security holders will be able to obtain
free copies of the Proxy Statement from TriPath Imaging by
contacting TriPath Imaging, Inc., Investor Relations, 780
Plantation Drive, Burlington, NC 27215. TriPath Imaging and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies in respect of the transactions
contemplated by the merger agreement. Information regarding TriPath
Imaging's directors and executive officers is contained in TriPath
Imaging's Form 10-K for the year ended December 31, 2005, its proxy
statement for the 2006 annual meeting of stockholders and its
Reports on Form 8-K filed with the SEC on June 30, 2006, July 25,
2006 and September 8, 2006. As of August 31, 2006, TriPath
Imaging's directors and executive officers beneficially owned
approximately 2,093,377 shares, or 5.4%, of TriPath Imaging's
common stock. A more complete description will be available in the
Proxy Statement. SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this document regarding the proposed transaction
between BD and TriPath Imaging, the expected timetable for
completing the transaction, benefits of the transaction, future
opportunities for the combined company and any other statements
about TriPath Imaging managements' future expectations, beliefs,
goals, plans or prospects constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. Any statements that are not statements of historical fact
(including statements containing the words "believes," "plans,"
"anticipates," "expects," estimates and similar expressions) should
also be considered to be forward- looking statements. There are a
number of important factors that could cause actual results or
events to differ materially from those indicated by such
forward-looking statements, including: the need for approval of the
transaction by TriPath stockholders, the ability to consummate the
transaction; the ability to realize anticipated efficiencies and
opportunities; and other factors described in TriPath Imaging's
Annual Report on Form 10-K for the year ended December 31, 2005 and
its most recent quarterly report filed with the SEC. Contact
Stephen P. Hall Chief Financial Officer 336-290-8721 DATASOURCE:
TriPath Imaging, Inc. CONTACT: Stephen P. Hall, Chief Financial
Officer of TriPath Imaging, +1-336-290-8721 Web site:
http://www.tripathimaging.com/
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