Viking Systems Inc (VKNG)

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CONMED Corporation to Acquire Viking Systems, Inc.

CONMED Corporation (NASDAQ: CNMD) and Viking Systems, Inc. (OTCBB: VKNG) (OTCQB: VKNG) today announced that the companies have entered into a definitive agreement providing for CONMED to acquire Viking for $0.27 per share in cash. The purchase price represents a 42% premium over the closing price of Viking's common stock on August 13, 2012. The total expected consideration, including amounts to be paid in respect of in-the-money stock options and warrants, will be approximately $22.5 million.

Under the terms of the transaction, a wholly-owned subsidiary of CONMED will promptly commence a tender offer to purchase all of Viking's outstanding shares of common stock for $0.27 per share in cash. Following successful completion of the tender offer, CONMED will acquire all remaining shares not tendered into the offer through a second-step merger at the same price as in the tender offer.

The proposed transaction has been approved by the boards of directors of both companies. In addition, certain Viking stockholders have entered into a Tender and Voting Agreement under which they have agreed, among other things, to tender into the tender offer all shares of Viking's common stock that they beneficially own. As of August 13, 2012, this Tender and Voting Agreement represents commitments to tender an aggregate of approximately 43% of Viking's issued and outstanding shares.

Consummation of the tender offer is subject to various conditions, including a minimum tender of at least a majority of outstanding Viking shares on a fully diluted basis and other customary conditions. The tender offer is not subject to a financing condition. The tender offer is expected to be launched by approximately August 27, 2012, and CONMED expects the transaction to close in the fourth quarter of 2012.

"The Viking line of 3-D High Definition surgical video products represents a strategic addition to our general surgical imaging franchise," commented Mr. Joseph J. Corasanti, President and CEO of CONMED Corporation. "Viking is at the forefront of three dimensional HD surgical imaging, and we believe that merging this technology with our established worldwide marketing and sales teams will expand the use of superior surgical visualization benefiting both surgeons and their patients."

"This is a significant milestone for Viking," said Jed Kennedy, President and CEO of Viking. "We are excited to join together with CONMED, which shares our vision for 3D-HD surgical imaging and has an established reputation for innovation and excellent customer service. Viking's Board of Directors recommends that all stockholders tender all their shares into CONMED's offer."

Viking's lead product, the Viking 3D-HD Vision System, is an advanced three dimensional vision system which employs a flat screen monitor and passive glasses. It is used by surgeons during complex minimally invasive laparoscopic surgery, with applications in urologic, gynecologic, bariatric, cardiac, neurologic and general surgery. It is believed to be the only stand-alone 3D laparoscopic vision system available today that is both FDA-cleared and CE-marked. Viking's 3D-HD system is uniquely positioned to fill the gap between conventional 2D-HD systems and the 3D-HD visualization systems that are available only as a part of high cost robotic systems. Viking also manufactures 2D digital cameras that are sold to third party companies who sell to end users through OEM programs.

CONMED anticipates that its present 2-D surgical video research and marketing team in Santa Barbara, California will be consolidated into the Viking group in Massachusetts over the next year. It is expected that the transaction will initially be neutral to adjusted earnings, although CONMED will incur transitional costs associated with the consolidation.

Sullivan & Cromwell LLP is serving as CONMED's legal advisor, and Trombly Business Law, PC is serving as Viking's legal advisor. Cantor Fitzgerald & Co. is serving as Viking's financial advisor.

About CONMED

CONMED is a medical technology company with an emphasis on surgical devices and equipment for minimally invasive procedures and patient monitoring. Its products serve the clinical areas of arthroscopy, powered surgical instruments, electrosurgery, cardiac monitoring disposables, endosurgery and endoscopic technologies. They are used by surgeons and physicians in a variety of specialties including orthopedics, general surgery, gynecology, neurosurgery and gastroenterology. Headquartered in Utica, New York, the Company's 3,400 employees distribute its products worldwide from several manufacturing locations.

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