ArthroCare Purchases Assets of Applied Therapeutics; Addition of Wound Care Products to Complement ArthroCare's Rapidly Growing ENT Business.AUSTIN, Texas -- ArthroCare(R) Corp. (Nasdaq:ARTC ARTC Arthrocare Corp (stock symbol) ARTC Australian Rail Track Corporation ARTC Air Route Traffic Control ARTC Association de la Recherche Theatrale au Canada ARTC Andean Root and Tuber Crops ), a multi-business medical device company that develops minimally invasive surgical products, announced today it purchased substantially all of the business and assets and assumed certain liabilities of Applied Therapeutics, Inc., a maker of wound care products for ear, nose and throat (ENT ENT ears, nose, and throat (otorhinolaryngology). ENT abbr. ear, nose, and throat ENT ear, nose and throat. ENT Ears, nose & throat; formally, otorhinolaryngology ) indications. Applied Therapeutics' patented carboxymethyl-cellulose (CMC (Common Messaging Calls) A programming interface specified by the XAPIA as the standard messaging API for X.400 and other messaging systems. CMC is intended to provide a common API for applications that want to become mail enabled. 1. )-based packing and tamponade tamponade /tam·pon·ade/ (tam?po-nad´) 1. surgical use of a tampon. 2. pathologic compression of a part. products promote platelet aggregation Platelet aggregation The clumping together of blood cells, possibly forming a clot. Mentioned in: Herbalism, Traditional Chinese directly at the wound site while remaining moist for the duration of insertion -- significantly minimizing patient discomfort and re-bleeding during removal, as compared to traditional treatments. Under the terms of the asset purchase agreement, ArthroCare purchased substantially all of the business and assets of Applied Therapeutics for $10 million in cash and a contingent payment based on Applied Therapeutics' net revenue for the period of Feb. 1, 2006 through Jan. 31, 2007, which would be payable in the first quarter of 2007. ArthroCare anticipates the acquisition to be earnings neutral in 2005, excluding one-time closing adjustments. The company expects the product line to add at least $5 million in revenue and be modestly accretive in 2006. In conjunction with this transaction, ArthroCare is in the final stages of formalizing a new and larger credit facility, under terms comparable to those in its existing credit agreement. This facility will be sized to fund the anticipated 2006 Opus Medical earn-out payments, the potential Applied Therapeutics earn-out payment and other strategic capital needs. "We are excited about the purchase of Applied Therapeutics' product line, which we have direct experience distributing in selected territories," said Ron Underwood, vice president and general manager for ArthroCare ENT. "This experience gives us confidence that these products successfully address a large, growing market need and are compatible with and complementary to our rapidly growing, core Coblation business. Accordingly, we expect to achieve strong sales and marketing synergies with the addition of this product line as both Applied Therapeutics' and our ENT product sets target the same call point." Among the assets being purchased are Applied Therapeutics' Gel Knit(TM) nasal dressings and dissolvable Sinu Knit(TM) stents, which are used after endoscopic en·do·scope n. An instrument for examining visually the interior of a bodily canal or a hollow organ such as the colon, bladder, or stomach. en sinus surgery to control minor bleeding, facilitate epithelial healing and preserve the spatial integrity of the sinus. In the United States alone, more than 500,000 individuals undergo endoscopic sinus surgeries annually to treat chronic sinusitis chronic sinusitis Chronic sinus infection ENT Inflammation of the sinuses that empty into the nasal cavity Etiology Allergic rhinitis, nasal obstruction, deviated nasal septum, tooth abscesses, URIs (inflammation of the sinusal membrane). ArthroCare is maintaining its previously announced 2005 and 2006 financial guidance at this time as the company believes this asset purchase will not materially change overall revenue or net income trends. ArthroCare plans to update guidance when it reports financial results for the third quarter ended Sept. 30, 2005. Conference Call ArthroCare will hold a conference call with the financial community to discuss the Applied Therapeutics asset purchase at 4:30 p.m. ET/1:30 p.m. PT today, Aug. 17, 2005. The dial-in number for the call is 888-214-7562. The call will be simultaneously Webcast by CCBN CCBN Central Coast Bancorp CCBN Charles County Business Network and can be accessed on ArthroCare's Web site at www.arthrocare.com. A telephonic replay of the conference call can be accessed by dialing 800-633-8284 and entering pass code number 21258371. The Webcast and telephonic replay will remain available through Sept. 17, 2005. About ArthroCare Founded in 1993, ArthroCare Corp. (www.arthrocare.com) is a highly innovative, multi-business medical device company that develops, manufactures and markets minimally invasive surgical products. With these products, ArthroCare targets a multi-billion dollar market opportunity across several medical specialties, significantly improving existing surgical procedures and enabling new, minimally invasive procedures. Many of ArthroCare's products are based on its patented Coblation technology, which uses low-temperature radiofrequency energy to gently and precisely dissolve rather than burn soft tissue -- minimizing damage to healthy tissue. Used in more than four million surgeries worldwide, Coblation-based devices have been developed and marketed for sports medicine sports medicine, branch of medicine concerned with physical fitness and with the treatment and prevention of injuries and other disorders related to sports. Knee, leg, back, and shoulder injuries; stiffness and pain in joints; tendinitis; "tennis elbow"; and ; spine/neurologic; ear, nose and throat (ENT); cosmetic; urologic and gynecologic gynecologic /gy·ne·co·log·ic/ (gi?ne-) (jin?e-kah-loj´ik) pertaining to the female reproductive tract or to gynecology. procedures. ArthroCare also has added a number of novel technologies to its portfolio, including Opus Medical sports medicine and Parallax parallax (pâr`əlăks), any alteration in the relative apparent positions of objects produced by a shift in the position of the observer. In astronomy the term is used for several techniques for determining distance. spine products, to complement Coblation within key indications. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statements Except for historical information, this press release includes forward-looking statements. These statements include, but are not limited to, the company's stated business outlook for fiscal 2005 and 2006, continued strength of the company's fundamental position, the strength of the company's technology, the company's belief that strategic moves will enhance achievement of the company's long term potential, the potential and expected rate of growth of new businesses, continued success of product diversification efforts, and other statements that involve risks and uncertainties. These risks and uncertainties include, but are not limited to the uncertainty of success of the company's non-arthroscopic products, competitive risk, uncertainty of the success of strategic business alliances, uncertainty over reimbursement, need for governmental clearances or approvals before selling products, the uncertainty of protecting the company's patent position, and any changes in financial results from completion of year-end audit activities. These and other risks and uncertainties are detailed from time to time in the company's Securities and Exchange Commission filings, including ArthroCare's Form 10-Q Form 10-Q See 10-Q. for the quarter ended June 30, 2005 and Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended Dec. 31, 2004. Forward-looking statements are indicated by words or phrases such as "anticipates," "estimates," "projects," "believes," "intends," "expects," and similar words and phrases Words and Phrases® A multivolume set of law books published by West Group containing thousands of judicial definitions of words and phrases, arranged alphabetically, from 1658 to the present. . Actual results may differ materially from management expectations. |
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