TriPath Imaging Announces Receipt of BD Proposal

TriPath Imaging, Inc. has announced that it has received a proposal from BD (Becton, Dickinson and Company) acquire the approximately 93.5% of the outstanding shares of TriPath Imaging, Inc. that BD does not currently own.

The proposal provides that each share of TriPath Imaging would be exchanged for $9.25 in cash pursuant to the terms of a merger agreement to be negotiated by the parties.

The proposal arose after a review by TriPath Imaging of potential strategic opportunities.

TriPath Imaging, through its TriPath Oncology business unit, has worked closely with BD since July 2001 to develop and commercialize molecular diagnostic products for melanoma and cancer of the cervix, breast, ovary and prostate.

TriPath Imaging's Board of Directors will thoroughly evaluate the offer with the assistance of its financial advisors, UBS Securities LLC.

BD currently holds approximately 6.5% of TriPath Imaging's outstanding stock, and therefore was required to make a public filing under Section 13 of the Securities and Exchange Act of 1934 upon making a proposal to acquire TriPath Imaging.

This announcement is made to confirm that filing by BD. Since TriPath Imaging and BD have not entered into a definitive agreement, further discussion of the proposal would be premature at this time.