Forward-Looking Statements 1 This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding AMSURG’s proposed acquisition of Sheridan Healthcare, Inc. (“Sheridan”) (including financing of the proposed transaction and the benefits, results, effects and timing of a transaction), all statements regarding AMSURG’s (and AMSURG’s and Sheridan’s combined) expected future financial position, results of operations, cash flows, dividends, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, and statements containing the words such as “anticipate,” “approximate,” “believe,” “plan,” “estimate,” “expect,” “project,” “could,” “would,” “should,” “will,” “intend,” “may,” “potential,” “upside,” and other similar expressions. Statements in this presentation concerning the business outlook or future economic performance, anticipated profitability, revenues, expenses, dividends or other financial items, and product or services line growth of AMSURG (and the acquisition of Sheridan by AMSURG), together with other statements that are not historical facts, are forward-looking statements that are estimates reflecting the best judgment of AMSURG based upon currently available information. Such forward-looking statements are inherently uncertain, and shareholders and other potential investors must recognize that actual results may differ materially from AMSURG’s expectations as a result of a variety of factors, including, without limitation, those discussed below. Such forward-looking statements are based upon management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which AMSURG is unable to predict or control, that may cause AMSURG’s actual results, performance or plans with respect to Sheridan, to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. These statements involve risks, uncertainties and other factors discussed below and detailed from time to time in AMSURG’s filings with the Securities and Exchange Commission (the “SEC”). Risks and uncertainties related to the proposed transaction with Sheridan include, but are not limited to, potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction, uncertainties as to the timing of the transaction, adverse effects on AMSURG’s stock price resulting from the announcement or consummation of the transaction or any failure to complete the transaction, competitive responses to the announcement or consummation of the transaction, the risk that regulatory, licensure or other approvals and financing required for the consummation of the transaction are not obtained or are obtained subject to terms and conditions that are not anticipated, costs and difficulties related to the integration of Sheridan’s businesses and operations with AMSURG’s businesses and operations, the inability to obtain, or delays in obtaining, cost savings and synergies from the transaction, unexpected costs, liabilities, charges or expenses resulting from the transaction, litigation relating to the transaction, the inability to retain key personnel, and any changes in general economic and/or industry specific conditions. In addition to the factors set forth above, other factors that may affect AMSURG’s plans, results or stock price are set forth in AMSURG’s Annual Report on Form 10-K and in its reports on Forms 10-Q and 8-K. Many of these factors are beyond AMSURG’s control. AMSURG cautions investors that any forward-looking statements made by AMSURG are not guarantees of future performance. AMSURG disclaims any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments. This presentation is provided for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. AMSURG has provided information in this presentation to compute certain non-GAAP measurements for specified periods. A reconciliation of the non-GAAP measurements to the GAAP measurements is included in this presentation and on our website at www.amsurg.com under the heading “investors.” |