Crdentia Signs Definitive Agreement to Acquire iVOW, Inc.
September 21 2006 - 5:53PM
PR Newswire (US)
DALLAS, Sept. 21 /PRNewswire-FirstCall/ -- Crdentia Corp.
(OTC:CRDT) (BULLETIN BOARD: CRDT) , a leading U.S. provider of
healthcare staffing services, today announced that the Crdentia and
iVOW, Inc. (NASDAQ:IVOW) have executed the Agreement and Plan of
Merger and Interim Management Agreement associated with the
previously announced transaction whereby Crdentia would acquire all
of the outstanding shares of iVOW, Inc. Both companies continue to
expect that any potential closing of the transaction would occur in
the fourth quarter of 2006, pending the receipt of the requisite
stockholder approvals. Each company's Board of Directors has
approved the execution of the Agreements. About Crdentia Corp.
Crdentia Corp. is one of the nation's leading providers of
healthcare staffing services. Crdentia seeks to capitalize on an
opportunity that currently exists in the healthcare industry by
targeting the critical nursing and allied shortage issue. There are
many small, private companies that are addressing the rapidly
expanding needs of the healthcare industry. Unfortunately, due to
their relatively small capitalization, they are unable to maximize
their potential, obtain outside capital or expand. By consolidating
well-run small private companies into a larger public entity,
Crdentia intends to facilitate access to capital, the acquisition
of technology, providing greater diversity of client services and
expanded distribution that, in turn, drive internal growth. For
more information, visit http://www.crdentia.com/. About iVOW, Inc.
iVOW's business is focused exclusively on the disease state
management of chronic and morbid obesity. iVOW provides program
management, operational consulting and clinical training services
to physicians and hospitals involved in the medical and surgical
treatment of morbidly obese patients. iVOW also provide specialized
vitamins to patients who have undergone obesity surgery. iVOW's
corporate website is http://www.ivow.com/; information on its
nutritional supplements for post-surgical gastric bypass patients
may be found on http://www.vistavitamins.com/. iVOW is the new
corporate name of Vista Medical Technologies, Inc. iVOW is traded
on the NASDAQ Capital Market under the stock symbol IVOW.
Additional Information about the Merger and Where to Find It In
connection with the merger, Crdentia and iVOW intend to file
relevant materials with the SEC, including a registration statement
on Form S-4 that will contain a prospectus and a joint proxy
statement. INVESTORS AND SECURITY HOLDERS OF CRDENTIA AND IVOW ARE
URGED TO READ THESE, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT CRDENTIA, IVOW AND THE MERGER.
The proxy statement, prospectus and other relevant materials (when
they become available), and any other documents filed by Crdentia
or iVOW with the SEC, may be obtained free of charge at the SEC's
web site at http://www.sec.gov/. In addition, investors and
security holders may obtain free copies of the documents filed with
the SEC by Crdentia by directing a written request to: Crdentia
Corp., 5001 LBJ Freeway, Suite 850, Dallas, TX, 75244, Attention:
Investor Relations, or iVOW, Inc., 11455 El Camino Real, Suite 140,
San Diego, CA 92130, Attention: Investor Relations. Investors and
security holders are urged to read the proxy statement, prospectus
and the other relevant materials when they become available before
making any voting or investment decision with respect to the
merger. Crdentia, iVOW and their respective executive officers and
directors may be deemed to be participants in the solicitation of
proxies from the stockholders of Crdentia and iVOW in connection
with the merger. Information about those executive officers and
directors of Crdentia and their ownership of Crdentia's common
stock is set forth in Crdentia's Form 10-K/A, which was filed with
the SEC on April 28, 2006. Information about the executive officers
and directors of iVOW and their ownership of iVOW's common stock is
set forth in the proxy statement for iVOW's 2006 Annual Meeting of
Stockholders, which was filed with the SEC on May 10, 2006.
Investors and security holders may obtain additional information
regarding the direct and indirect interests of Crdentia, iVOW and
their respective executive officers and directors in the merger by
reading the proxy statement and prospectus regarding the merger
when it becomes available. This communication shall not constitute
an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended. Forward Looking Statements Statements
contained in this release that are not historical facts are
forward-looking statements that involve risks and uncertainties.
Among the important factors which could cause actual results to
differ materially from those in the forward-looking statements
include, but are not limited to, failure to complete the iVow
transaction and those discussed in "Risk Factors" in the Company's
Forms 10-KSB, Forms 10-QSB, and other filings with the Securities
and Exchange Commission. Such risk factors include, but are not
limited to, a limited operating history with no earnings; reliance
on the Company's management team, members of which have other
business interests; the ability to successfully implement the
Company's business plan; the ability to continue as a going
concern; the ability to fund the Company's business and acquisition
strategy; the growth of the temporary healthcare professional
staffing business; difficulty in managing operations of acquired
businesses; uncertainty in government regulation of the healthcare
industry; and the limited public market for the Company's common
stock. The actual results that the Company achieves may differ
materially from any forward-looking statements due to such risks
and uncertainties. We undertake no obligation to revise or update
publicly any forward-looking statements for any reason. AT THE
COMPANY: AT FINANCIAL RELATIONS BOARD: James D. Durham Lasse
Glassen Chairman and CEO 310-854-8313 972-850-0780 DATASOURCE:
Crdentia Corp. CONTACT: James D. Durham, Chairman and CEO of
Crdentia Corp., +1-972-850-0780; or Lasse Glassen of Financial
Relations Board, +1-310-854-8313, , for Crdentia Corp. Web site:
http://www.ivow.com/ Web site: http://www.crdentia.com/
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