AUSTIN, Texas--(Business Wire)--
HealthTronics, Inc. (NASDAQ:HTRN), announced today that it has
made a proposal to the Endocare, Inc. Board of Directors to acquire
all of the outstanding common shares of Endocare (NASDAQ: ENDO) for
$2.28 for each outstanding common share of Endocare, payable in cash.
The proposal represents a 20% premium above Endocare's closing
stock price on August 6, 2008.
Commenting on the proposal, James Whittenburg, President and Chief
Executive Officer of HealthTronics, stated: "After carefully
considering Endocare's recent performance, balance sheet and comments
during Endocare's earnings call today, HealthTronics believes that its
proposal to purchase Endocare's outstanding shares represents a
significant premium that reflects HealthTronics' unique ability to
better leverage Endocare's technology and assets.
"HealthTronics' management agrees with Endocare's characterization
of the critical role HealthTronics plays in Endocare's growth
potential. As a result, HealthTronics believes that Endocare's
technology possesses its greatest value as an integral part of
HealthTronics' portfolio of products and services. The greater control
over promotion, costs, margin and distribution makes possible the
attractive proposal HealthTronics has submitted for consideration by
Endocare's Board. We look forward to Endocare's response to our
proposal."
Below is the text of the letter that HealthTronics sent to
Endocare's Board of Directors:
-0-
*T
August 6, 2008
Board of Directors
Endocare, Inc.
201 Technology Drive
Irvine, CA 92618
Dear Members of the Board:
I am writing on behalf of the Board of Directors of HealthTronics,
Inc. to make a proposal for a business combination of HealthTronics
and Endocare. Under our proposal, HealthTronics would acquire all of
the outstanding shares of Endocare common stock for $2.28 per share,
payable in cash. Our proposal represents a 20% premium above the
closing price of Endocare common stock on August 6, 2008. We believe
this proposal represents a compelling value realization event for
your stockholders.
We agree with Endocare's characterization of the critical role
HealthTronics plays in Endocare's growth potential. As a result, we
believe that Endocare's technology possesses its greatest value as an
integral part of HealthTronics' portfolio of products and services.
Our proposal is subject to the negotiation of a definitive merger
agreement and our having the opportunity to conduct certain limited
and confirmatory due diligence.
In light of the significance of this proposal to your stockholders and
ours, as well as the potential for selective disclosures, our
intention is to publicly release the text of this letter.
My leadership team and I will make ourselves available to meet with
you to discuss all aspects of our proposal and answer any questions
you may have at your earliest convenience.
We very much look forward to your prompt reply.
Very truly yours,
/s/ James S. B. Whittenburg
James S. B Whittenburg
President and Chief Executive Officer
*T
About HealthTronics, Inc.
HealthTronics is a premier urology company providing an exclusive
suite of healthcare services and technology including urologist
partnership opportunities, surgical and capital equipment, maintenance
services offerings, and anatomical pathology services. For more
information, visit www.healthtronics.com.
Statements by the Company's management in this press release that
are not strictly historical, including statements regarding plans,
objectives and future financial performance, are "forward-looking"
statements that are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. In particular,
statements in this press release regarding future outlook or future
revenue growth are forward-looking statements. Although HealthTronics
believes that the expectations reflected in the forward-looking
statements in this press release are reasonable, no assurance can be
given that the expectations will prove to be correct. Factors that
could cause actual results to differ materially from HealthTronics'
expectations include, among other things, HealthTronics' ability to
achieve the synergies and value creation contemplated by the proposed
transaction, HealthTronics' ability to timely and effectively
integrate the business of Endocare, the timing to consummate the
proposed transaction, the timing of obtaining and any necessary
actions to obtain regulatory and other approvals, the existence of
demand for and acceptance of HealthTronics' products and services,
maintaining relationships with physicians and hospitals, governmental
regulations and changes thereto, regulatory approvals, economic
conditions, the impact of competition and pricing, successful
integration of acquired businesses, financing efforts and other
factors described from time to time in HealthTronics' periodic filings
with the Securities and Exchange Commission.
The statements in this press release are made as of the date of
this press release, even if the press release is subsequently made
available by the Company on its web site or otherwise. The Company
does not assume any obligation to update the forward-looking
statements provided herein to reflect events that occur or
circumstances that exist after the date hereof.
HealthTronics, Inc.
Ross Goolsby, 512-314-4554
Senior Vice President Chief Financial Officer
www.healthtronics.com
Copyright Business Wire 2008
