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Moore Medical Responds to Clinical Data Proposal
NEW BRITAIN, CT - March 2, 2004 - Moore Medical Corp. (AMEX: MMD), a leading
multi-channel specialty marketer and distributor of medical, surgical and
pharmaceutical products to health care professionals in non-hospital settings,
announced today that it has delivered the following letter to Clinical Data,
Inc.
Israel M. Stein, M.D.
President and CEO
Clinical Data, Inc.
One Gateway Center, Suite 411
Newton, MA 02458
Sent via Fax
March 2, 2004
Dear Dr. Stein:
Thank you for your February 23, 2004 and February 26, 2004 letters in which
Clinical Data, Inc. expressed an unsolicited interest in entering into a
business combination with Moore Medical. Your latest letter indicates that
Clinical Data would be prepared to offer 0.698 shares of its common stock for
each issued and outstanding share of Moore Medical common stock plus $2.00 per
share in cash, subject to certain conditions, including completion of due
diligence satisfactory to Clinical Data. The Moore Medical board of directors
has carefully considered and evaluated your letters as well as certain publicly
available information regarding Clinical Data. Based on its review and analysis
and the advice of its legal and financial advisors, the Moore Medical board has
unanimously concluded that Clinical Data's conditional cash and stock proposal
is not, and is not reasonably likely to result in, an offer that is more
favorable to Moore Medical's stockholders than the $12.00 per share, in cash,
that McKesson Corporation has agreed to pay to Moore Medical shareholders in a
transaction which is expected to close on or about April 1, 2004.
Based on Clinical Data's closing share price on March 1, 2004, the implied value
of Clinical Data's proposal (including the $2.00 per share in cash) would be
$11.95 per Moore Medical share. For the periods ending March 1, 2004, the 30-day
and 60-day averages of Clinical Data's closing stock price indicate that the
implied value of Clinical Data's proposal would be $10.85 and $9.92,
respectively, per Moore Medical share.
We note that Clinical Data's stock is highly illiquid with insider ownership
exceeding 70% of the outstanding shares, has limited institutional ownership and
an average daily volume for the past month of approximately 2,700 shares,
excluding the significant volume traded on February 23rd through February 27th.
During this period, Clinical Data's stock experienced significant price
volatility. This profile of a controlled corporation with a volatile stock price
suggests that Moore Medical stockholders would have little liquidity in their
shares after a stock transaction with Clinical Data and therefore limited
ability to capture the market value of their shares.
In the view of our board, even if Clinical Data made an unconditional offer to
Moore Medical following the completion of a mutual due diligence review,
Clinical Data's proposal does not offer value superior to McKesson's binding all
cash offer.
We thank you for your interest in Moore Medical.
Sincerely,
Linda M. Autore
President and CEO
About Moore Medical
Moore Medical is an Internet-enabled multi-channel marketer and distributor of
medical, surgical and pharmaceutical products to approximately 100,000 health
care practices and facilities in non-hospital settings nationwide, including:
physicians; emergency medical technicians; schools; correctional institutions;
municipalities; occupational/industrial health doctors and nurses; and other
specialty practice communities. The Company markets and serves its customers
through direct mail, industry-specialized telephone support staff, field sales
representatives, customer community affiliates, and the Internet. Its direct
marketing and distribution business has been in operation for 55 years. More
information about the Company can be found at www.mooremedical.com.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. This press release contains statements about future events and
expectations that constitute forward-looking statements under the federal
securities laws. These statements are characterized by words such as "believe,"
"may," "will," "could," "should," "would," "anticipate," "estimate," "expect,"
"intent," "project," "objective," "seek," "strive," "might," "likely result,"
"build," "grow," "plan," "goal," "expand," "position," or similar words.
Forward-looking statements involve risks and uncertainties (including factors
outside our control) that may cause our actual results, performance or financial
condition to differ materially from any future results implied by such
forward-looking statements. Factors that could contribute to these differences
include, but are not limited to: the inability to generate adequate revenues and
income from our strategy to transform the Company to a multi-channel e-commerce
enabled business; changes in demand for or supply of our products; online
security breaches; disruptions in or cost increases for third-party services or
systems; intense competition in health care product distribution; government
regulation of drug and medical device distribution, the Internet and health care
products and services; and changes in insurance coverage of health care products
and services. Further information regarding factors that could affect our
results and the statements made herein are included in our filings with the
Securities and Exchange Commission.
Contact:
Susan Horn Linda Autore
Rosica Strategic Public Relations President and CEO
201-843-5600 Moore Medical Corp.
susan@rosica.com 860-826-3775
autore.lmar@mooremedical.com
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