Cardiac Control Systems Inc. and Electro-Catheter Corp. Announce the Signing of a Letter of Intent to Merge the Two Companies.PALM COAST, Fla. and RAHWAY, N.J.--(BUSINESS WIRE)--Oct. 27, 1997--Cardiac Control Systems Inc. (OTC OTC See: Over-the-counter. OTC See over-the-counter market (OTC). BB:CDCS CDCS Certified Documentary Credit Specialist (International Financial Standards Association) CDCS Continuous Dynamic Channel Selection CDCS Conference on Distributed Computing Systems CDCS Central Data Collection System ) and Electro-Catheter Corp (OTC BB:ECTH) announced that they had signed a letter of intent to merge the two companies into one company targeted toward the development and marketing of advanced specialty electrophysiology products. The transaction contemplates an exchange of common stock, with two shares of Cardiac Control Systems Inc. (CCS (1) (Common Channel Signaling) A communications system in which one channel is used for signaling and different channels are used for voice/data transmission. Signaling System 7 (SS7) is a CCS system, also known as CCS7. See SS7. ) to be exchanged for every three shares of Electro-Catheter Corp. (Elecath). Currently, CCS has about 2,619,000 shares of common stock, $0.10 par value, outstanding and Elecath has about 6,384,000 shares of common stock, $0.10 par value, outstanding. In addition, upon closing of the transaction, 50% of the senior debt of Elecath would be redeemed, with the remainder converted to a 5-year, 9% convertible preferred stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". . The merger is contingent upon Adj. 1. contingent upon - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress" contingent on, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent a number of conditions, including the two companies raising sufficient capital to support each company's product development efforts, the execution of a definitive agreement and the approval of the proposed transaction by by both boards of directors and both companies' shareholders. This financing is currently being pursued, and it is planned that this transaction would close during the first calendar quarter of next year. CCS develops, manufactures and sells a broad line of implantable cardiac pacemakers, pacemaker leads and related products. The company manufactures the first single lead for A-V A-V abbr. 1. arteriovenous 2. atrioventricular A-V, AV 1. arteriovenous. 2. atrioventricular. A-V Atrioventricular, also 1. Anteversion 2. Aortic valve 3. synchronous pacing synchronous pacing See Artificial pacemaker. , which can replace the conventional two-lead system for a substantial portion of the market, enhancing patient care and providing faster, easier and more cost effective implantation. The company has also developed several advances on this single lead technology which are in various stages of development ranging from preparing for in-depth clinical study, to awaiting FDA FDA abbr. Food and Drug Administration FDA, n.pr See Food and Drug Administration. FDA, n.pr the abbreviation for the Food and Drug Administration. approval and market release. Elecath develops, manufactures and sells a broad range of cardiovascular catheters for use primarily in the Electrophysiology, Cath Lab and Critical Care departments of the hospital. In addition, the company is pursuing research and development efforts in several diagnostic and therapeutic areas of cardiac rhythm management Cardiac rhythm management is a field of treatment in cardiology. The purpose is managing cardiac rhythm disorders. Usually it involves artificial pacemakers and/or implantable cardioverter-defibrillator therapy as well as antiarrhythmia drugs. . The company believes that it is the largest independent electrophysiology catheter company in the United States. "This combination offers significant advantages to both companies," stated Alan J. Rabin, CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of CCS. "By combining into one, larger entity, we can take advantage of efficiencies to improve operating performance, reduce product cost and attain profitability. The larger product line, mostly directed to the same customer base, will allow a substantially more effective sales process. Combined, we will be able to build a stronger worldwide sales organization, providing a broader product line and better service to all of our customers, and thus enhancing sales growth opportunities over that which each company could achieve on its own. Most importantly, we will be able to better leverage combined new product development efforts on areas of overlapping proprietary new technologies and opportunities, and to more rapidly develop and bring these to market." Ervin Schoenblum, acting president of Elecath, stated that: "Elecath has been pursuing several significant research and development projects, both for our own marketing efforts, as well as for sale on an OEM (Original Equipment Manufacturer) The rebranding of equipment and selling it. The term initially referred to the company that made the products (the "original" manufacturer), but eventually became widely used to refer to the organization that buys the products and basis to other medical device companies. This transaction should provide the capital support, as well as the additional technical talent, to help accelerate each of these programs to the benefit of the combined company." Cardiac Control Systems Inc. is located at 3 Commerce Blvd., Palm Coast, Fla. 32164. Its telephone number is 904/445-5450, and its Website address is http://www.ccspace.com . Electro-Catheter Corp. is located at 2100 Felver Court, Rahway, N.J. 07065. Its telephone number is 908/382-5600 -0- NOTE TO EDITORS: In the World Wide Web address noted in this news release, there is a double slash between http: and www.ccspace.com . These symbols may not appear properly in some systems. CONTACT: Cardiac Control Systems Inc., Palm Coast Alan Walton, 904/445-5450 Website: http://www.ccspace.com or Electro-Catheter Corp., Rahway Ervin Schoenblum, 908/382-5600 |
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