Advanced Neuromodulation Systems Proposes Entering Into Merger Discussions With Cyberonics; ANS' Proposes $22.00 Per Share as Merger Consideration.

DALLAS -- Advanced Neuromodulation Systems, Inc. (ANS) (Nasdaq:ANSI) announced today that it has proposed to Cyberonics, Inc. (Nasdaq:CYBX) President and Chief Executive Officer Robert "Skip" Cummins that the two companies meet immediately to investigate the possibility of a merger. ANS also stated that based on Cyberonics' publicly available information, ANS is prepared to offer Cyberonics shareholders $22.00 per share payable in a combination of cash and stock, a premium of 47% to Cyberonics' closing price of $14.95 on August 19, 2004, the day before ANS announced that it had acquired 14.9% of Cyberonics' outstanding common stock, and a premium of 29% to Cyberonics' closing price of $17.05 on September 13, 2004.

"As the only two publicly-held 'pure play' neuromodulation companies, a combined ANS and Cyberonics could build a world-class company that offers the most technologically advanced implantable devices on the market to address pain, epilepsy, and in the future, many other neurological conditions. We believe that a combined ANS and Cyberonics would create significant synergies in technology development, manufacturing, sales and marketing, regulatory, administrative and other areas, and create a company that is even better positioned to aggressively compete and innovate in the expanding neuromodulation field. We further believe that the combination provides the best financial opportunity for Cyberonics' shareholders, as they could participate in the ownership of a company with revenues in excess of $200 million focused on the electrical stimulation market," said Chris Chavez, President & Chief Executive Officer of ANS.

Mr. Chavez added that ANS is in a strong financial position and is confident that financing is available for a sizeable cash component in the proposed transaction with Cyberonics. In addition, said Mr. Chavez, "a stock component presents an outstanding opportunity for Cyberonics shareholders to participate in the future of the combined entity, and we will endeavor to structure the transaction to provide tax-deferred treatment to those shareholders who receive stock."

"We believe that a combination of ANS and Cyberonics would utilize Cyberonics' significant sales and marketing investment in its neurological call point to facilitate ANS' future entry into complementary deep brain stimulation applications, including Parkinson's Disease and Essential Tremor," Chavez said. "It also would create a substantial intellectual property portfolio and better employ clinical and engineering talents to simultaneously pursue multiple strategic initiatives with greater speed and with lower overall risk. A combination would also diversify our revenue streams across multiple therapeutic areas and physician call points."

Chavez added, "Although we are pleased with our investment in Cyberonics, we also hope that the Cyberonics Board will recognize the powerful business logic behind our proposal and that the Board will authorize proceeding expeditiously with discussions with us. Our proposal offers Cyberonics shareholders a significant premium over the market price of their common stock, and we believe that Cyberonics' shareholders would view our proposal as fair and highly attractive. We look forward to an immediate and favorable response from Cyberonics to our proposal to discuss the possibility of a combination."

ANS will file an amendment to its previously-filed Schedule 13D with the Securities and Exchange Commission, which amendment will include the contents of the letter delivered to Mr. Cummins. The text of the letter is also included below.

About Advanced Neuromodulation Systems

Advanced Neuromodulation Systems designs, develops, manufactures and markets implantable systems used to manage chronic intractable pain and other disorders of the central nervous system. Additional information is available at www.ans-medical.com.

"Safe harbor" statement under the Private Securities Litigation Reform Act of 1995:

Statements contained in this document that are not based on historical facts are "forward-looking statements." Terms such as "plan," "should," "would," "anticipate," "believe," "intend," "estimate," "expect," "predict," "scheduled," "new market," "potential market applications" and similar expressions are intended to identify forward-looking statements. Such statements are by nature subject to uncertainties and risks, including but not limited to Cyberonics' growth potential and future prospects; the uncertainties inherent in proposed business combinations, including the uncertainty that a combination would be of interest to Cyberonics, its Board of Directors or its shareholders, or could be consummated on terms acceptable to Cyberonics or at all; investment risks, including the risk of adverse changes in the value or marketability of Cyberonics securities that the Company owns; competition from and the launch of new competitive products by Medtronic, Advanced Bionics/Boston Scientific or others, as well as other market factors, that could impede growth in or reduce sales of the Company's IPG and RF systems, which could adversely affect revenues and profitability; continued market acceptance of the Genesis(R) IPG and GenesisXP(TM) IPG;; continued market acceptance of the Renew(R) system; patient or physician selection of less invasive or less expensive alternatives; adverse changes in coverage or reimbursement amounts by Medicare, Medicaid, private insurers, managed care organizations or workers' comp programs; intellectual property protection and potential infringement issues; the cost, uncertainty and other risks inherent in the intellectual property litigation against Advanced Bionics; obtaining necessary government approvals for the Company's rechargeable IPGs and other new products or applications and maintaining compliance with FDA product and manufacturing requirements; product liability; reliance on single suppliers for certain components; completion of research and development projects in an efficient and timely manner; the satisfactory completion of clinical trials and/or market tests prior to the introduction of new products; successful integration of acquired businesses, products and technologies; the cost, uncertainty and other risks inherent in patent and intellectual property litigation; international trade risks; and other risks detailed from time to time in the Company's SEC filings. Consequently, if such management assumptions prove to be incorrect or such risks or uncertainties materialize, anticipated results could differ materially from those forecast in forward-looking statements. There can also be no assurance as to whether or when the Company might sell or otherwise dispose of all or part of any of the securities of Cyberonics that it beneficially owns. In reaching any decision as to its course of action, including without limitation, its willingness to consummate a combination, the Company currently expects that it would take into consideration a variety of factors, including, but not limited to, Cyberonics' revenue growth potential, cost structure, business and prospects, other developments concerning Cyberonics and its business generally, other business opportunities available to the Company and changes in law and government regulations, general economic conditions and money and stock market conditions, including the market price of the securities of Cyberonics. Such forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release.

September 14, 2004


Mr. Robert Cummins
Cyberonics, Inc.
Cyberonics Building
100 Cyberonics Blvd.
Houston, TX 77058

Dear Skip:

I am writing to follow up on our telephone call of August 19 and our
failed attempts today to reach you by telephone. In our telephone call
on August 19, I was pleased to hear you express an open mind to
meeting with me to discuss a possible business combination, and of
course disappointed when you subsequently stated that your Board of
Directors would not encourage such a discussion at that time. At this
point, we assume that you are committed to a "go it alone" strategy
and remain uninterested in discussing a combination.

As a 14.7% shareholder, ANS has made a significant investment in
Cyberonics. Although we are pleased with our investment, we also
believe that the case for a combination of our two companies is
compelling. We further believe that the combination provides the best
financial opportunity for your shareholders, as they could participate
in the ownership of a company with revenues in excess of $200 million
focused on the electrical stimulation market.

As the only two publicly-held "pure play" neuromodulation companies, a
combined ANS and Cyberonics could build a world-class company that
offers the most technologically advanced implantable devices on the
market to address pain, epilepsy, and in the future, many other
neurological conditions. We believe that a combined ANS and Cyberonics
would create significant synergies in technology development,
manufacturing, sales and marketing, regulatory, administrative and
other areas.

By this letter, we are asking you and/or members of your Board to meet
with us to discuss such a business combination in which your
shareholders would receive an immediate, substantial premium. This
combination represents an opportunity for your shareholders to realize
extraordinary value for their shares, and we strongly believe that
such a transaction would be in the best interest of both companies'
shareholders.

Based on Cyberonics' publicly available information, ANS is prepared
to offer Cyberonics shareholders $22.00 per share payable in a
combination of cash and stock. This proposal represents a premium of
47% to Cyberonics' closing price on the day before the public
announcement of our interest in Cyberonics, and a premium of 29% to
Cyberonics' closing price yesterday.

We believe that a combination of ANS and Cyberonics would, among other
things:

--  utilize Cyberonics' significant sales and marketing investment in
    its neurological call point to facilitate ANS' future entry into
    complementary deep brain stimulation clinical applications,
    including Parkinson's Disease and Essential Tremor

--  combine and strengthen our substantial intellectual property
    portfolios

--  better employ clinical and engineering talents to simultaneously
    pursue multiple clinical applications with greater speed and lower
    overall risk

--  create a larger "pure play" neuromodulation company that is even
    better positioned to aggressively compete and innovate in the
    expanding neuromodulation field

--  diversify revenue streams across multiple therapeutic areas and
    physician call points, thus decreasing overall business risk

--  create opportunities for synergistic savings

--  create more capacity to raise additional capital to expand
    operations by pursuing new applications, strengthening our
    salesforce, and acquiring additional technology, applications,
    products or companies

--  increase our market capitalization to gain access to a broader
    investor base

--  create new opportunities for our respective employees

ANS is in a strong financial position, and we and our bankers are
confident that financing is available for a sizeable cash component in
purchase price consideration in a transaction with Cyberonics. In
addition, the stock component presents an outstanding opportunity for
Cyberonics shareholders to participate in the future of the combined
entity. If you wish, it may be possible to structure the stock
component to provide tax-deferred treatment to those shareholders who
receive stock.

In summary, a combination of our two organizations would strengthen
our business prospects, provide an immediate increase in value for
your shareholders and enhance the career opportunities of your
employees. I hope that you recognize the powerful business logic
behind our proposal and that you will promptly submit it to your Board
of Directors for its consideration with your favorable recommendation.
It is our hope that after appropriate consideration by your Board of
Directors, your Board will authorize proceeding expeditiously with
discussions with us. We think your shareholders will view our proposal
as fair and highly attractive.

Our Board of Directors has authorized this proposal and fully supports
a combination of ANS and Cyberonics. We wish to emphasize that we are
not making a formal offer or merger proposal at this time (which, of
course, would require access to certain nonpublic information) but a
proposal to enter into merger discussions with you. We also wish to
emphasize that we are willing to discuss all the points outlined
above, including price.

We are available to meet with you, other members of your Board of
Directors and senior management immediately to discuss the possibility
of a combination and to address any questions that you may have. We
are prepared to move promptly in connection with our proposal and
believe that a mutually beneficial transaction can be negotiated
promptly with a minimum of disruption to our respective businesses.
Please note that consistent with our obligations under the federal
securities laws, this letter will become publicly available when we
file it as an amendment to our Schedule 13D.

I look forward to hearing from you so that we can set up a time to
meet.

Very truly yours,

Christopher G. Chavez
President and Chief Executive Officer