Scherer Healthcare, Inc.

As of January 9, 2003, Scherer Healthcare Inc. was acquired by Stericycle, Inc. In October 2002, the boards of directors of Scherer Healthcare, Inc. and Stericycle, Inc. approved a definitive agreement, pursuant to which Stericycle would acquire Scherer for $41.5 million in cash. Upon completion of the merger transaction, Scherer would become a wholly owned subsidiary of Stericycle. Under the terms of the transaction, each issued and outstanding share of Scherer's common stock would be acquired for $8.57 and each issued and outstanding share of Scherer's preferred stock would be acquired for $100.00. Scherer Healthcare, Inc. operates through two segments: waste management services and consumer healthcare products. The waste management services segment, through BioWaste Systems, Inc. and Medical Waste Systems, Inc., assists hospitals, clinics, doctors, and other health care facilities with the containment, control, collection, and processing of sharp-edged medical waste, such as needles, syringes, razors, scissors, and scalpels. It also provides medical waste management services designed for medical clinics, physicians' offices, and other facilities that generate relatively small quantities of regulated medical waste. This segment provides these customers with both a reusable container for sharps and a specially designed corrugated box for non-sharp regulated medical waste. It provides its services in 10 northeastern and mid Atlantic states, as well as the District of Columbia. The consumer healthcare products segment, through Scherer Laboratories, Inc., distributes brand name and generic over-the-counter health care products that are primarily used for treatment of colds and coughs, eye and ear irritations, and insect bites. It markets these products primarily to drug and food stores, mass-market retailers, drug wholesalers, and government agencies.