HealthTronics Proposes Acquisition of Endocare for $2.28 Per Share in Cash
August 06 2008 - 10:16PM
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: � 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 � 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.
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