Endocare, Inc. (fka ENDO)

[ScovilleUnits]

HealthTronics Signs Definitive Merger Agreement With Endocare

Monday , June 08, 2009 08:00ET

AUSTIN, Texas and IRVINE, Calif., June 8, 2009 (GLOBE NEWSWIRE) -- HealthTronics, Inc. (Nasdaq:HTRN) and Endocare, Inc. (Nasdaq:ENDO) announced today that they have entered into a definitive merger agreement that has been unanimously approved by the boards of directors of each company. Prior to entering into the merger agreement with HealthTronics, Endocare terminated its merger agreement with Galil Medical Ltd. and the related private placement of its common stock on the basis that not all of the closing conditions to the merger are capable of being fulfilled.

Under the terms of the new merger agreement, HealthTronics has agreed to acquire all of the outstanding shares of Endocare common stock pursuant to an exchange offer in which Endocare stockholders can elect to receive for each Endocare share $1.35 per share in cash, provided that the cash consideration does not exceed 50% of the total consideration, or 0.7764 shares of HeathTronics' stock, provided that the stock consideration does not exceed 75% of the total consideration.

"We believe that by combining our two companies HealthTronics will solidify its position as the leading provider of products and services to the Urology community," said James Whittenburg, HealthTronics' chief executive officer. "Endocare has long been an innovator in the field of cryosurgery, and we believe our companies share a common vision of providing physicians and their patients with the best available treatment options. We are delighted to welcome the Endocare team to HealthTronics," stated Mr. Whittenburg.

"For more than a decade, Endocare has been a leading developer of cryosurgical technologies delivering effective therapeutic relief to patients with prostate cancer," stated Michael Rodriguez, Endocare's chief financial officer and co-principal executive officer. "HealthTronics has for years been an advocate and important distributor of the cryoablation technology. By joining forces, we believe that our products will have a wider adoption in the urology community, and we will have access to greater resources to market existing and emerging applications of our technology. We are very excited about the compelling strategic and financial benefits of combining our two companies."

The exchange offer is subject to customary closing conditions, including the tender of at least a majority of the outstanding shares of Endocare common stock on a fully diluted basis, and is expected to close in the third quarter of 2009. Following completion of the exchange offer, Endocare will merge into a wholly-owned subsidiary of HealthTronics and the Endocare shares not acquired in the exchange offer will convert into the right to receive the same consideration as paid in the exchange offer. Mr. Whittenburg will be the chief executive of the combined company.

Shares of HealthTronics will continue to trade on the NASDAQ Global Select Market under the symbol "HTRN." Aspen Advisors, LP acted as financial advisor and Jackson Walker L.L.P. acted as legal counsel to HealthTronics. Oppenheimer & Co. Inc. acted as financial advisor and Gibson, Dunn & Crutcher LLP acted as legal counsel to Endocare.