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Cooper Companies' Unit Agrees to Acquire Bone Densitometry Business of Norland Medical Systems, Inc.


Business Editors & Health/Medical Writers

LAKE FOREST, Calif.--(BW HealthWire)--Feb. 28, 2002

The Cooper Companies, Inc. (NYSE NYSE

See: New York Stock Exchange
:COO) announced today that CooperSurgical (CSI CSI Crime Scene Investigator
CSI CompuServe, Inc.
CSI Commodity Systems, Inc.
CSI Commodity Systems Inc. (Boca Raton, FL)
CSI Crime Scene Investigation (CBS TV show)
CSI Christian Schools International
), its women's healthcare unit, has agreed to acquire the bone densitometry bone densitometry (bōnˑ den·si·t  business of Norland Medical Systems (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:NRLD). The acquisition is subject to the approval of Norland's shareholders, customary closing conditions and satisfactory completion of due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired.  by CSI. The transaction is expected to close before the end of April 2002.

Norland's densitometry densitometry /den·si·tom·e·try/ (den?si-tom´i-tre) determination of variations in density by comparison with that of another material or with a certain standard.  products, which are used in the evaluation of osteoporosis, had sales of $8.5 million in 2001. CSI has been a distributor of these products since November 2000.

Cooper will pay $5.0 million for the business at closing and may pay additional amounts not to exceed a maximum purchase price of $12 million based on performance over three years. Cooper expects that the acquisition will be neutral to earnings per share in fiscal 2002 and will be accretive in 2003 and thereafter.

Commenting on the acquisition, A. Thomas Bender, Cooper's chief executive officer said, "The Norland bone densitometry business targets a fast growing market where new drug therapies are supporting the early diagnosis of osteoporosis. As women reach 45 years of age, we expect that bone density screening will become a part of the routine physical along with the standard Pap smear Pap smear
 or Papanicolaou smear

Sample of cells from the vagina and cervix of the uterus for laboratory staining and examination to detect genital herpes and early-stage cancer, especially of the cervix. Developed by the Greek-born U.S.
."

Osteoporosis

Osteoporosis is characterized by excessive loss of bone mineral and deterioration of the skeleton over time. It generally occurs in women over the age of 45. Those particularly at risk include Caucasian or Asian women who are thin or small-framed, postmenopausal post·men·o·paus·al
adj.
Of or occurring in the time following menopause.


postmenopausal Change of life Gynecology adjective Referring to the time in ♀ when menstrual periods stop for ≥ 1 yr
 women with a low level of estrogen and women with a family history of the disease. Alcohol, tobacco, and caffeine use have also been implicated im·pli·cate  
tr.v. im·pli·cat·ed, im·pli·cat·ing, im·pli·cates
1. To involve or connect intimately or incriminatingly: evidence that implicates others in the plot.

2.
.

Osteoporosis typically has no overt symptoms in its early stages. The first sign is often bone fracture. Osteoporosis leads to increased risk of fracture, chronic pain and immobility, usually at the hip, forearm or spine. The National Osteoporosis Foundation The National Osteoporosis Foundation (NOF) is an American voluntary health organization dedicated to osteoporosis and bone health. Its headquarters are in Washington, D.C..  (NOF) estimates that osteoporosis affects more than 22 million women in the United States, and if unchecked, predicts that it will affect more than 30 million women by 2010 as the population ages. The post-menopausal female population has the highest incidence of osteoporosis and the highest rate of morbidity (loss of quality of life) and mortality due to osteoporosis.

Hip fractures produce the most serious consequences. According to the NOF, there are more than 300,000 hip fractures per year in the United States and 50% of hip fracture patients never walk independently again. The NOF estimates that in the United States osteoporosis contributes to more than 1.5 million fractures annually, a majority of which were of the spine and hip. Annual direct medical expenditures for osteoporosis and associated fractures are $13.8 billion, a figure that is expected to increase to $62 billion by the year 2020.

Until recently, osteoporosis was thought to be an inevitable and untreatable Un`treat´a`ble

a. 1. Incapable of being treated; not practicable.
 consequence of aging. The availability of more effective drug therapies and an increased focus on women's health Women's Health Definition

Women's health is the effect of gender on disease and health that encompasses a broad range of biological and psychosocial issues.
 issues and preventive medical practices have created a growing awareness among patients and physicians that osteoporosis is, in many cases, a disease that can be treated. The National Osteoporosis Risk Assessment study of over 200,000 patients, published in the December 2001 issue of The Journal of the American Medical Association JAMA: The Journal of the American Medical Association is an international peer-reviewed general medical journal, published 48 times per year by the American Medical Association. JAMA is the most widely circulated medical journal in the world. , showed a strong relationship between peripheral bone density measurement and fracture risk and recommended more aggressive programs in primary care settings to identify and treat those at risk.

The Norland Bone Densitometry Business

The Norland bone densitometry business features both peripheral and central measurement systems. Peripheral Bone Measurement Systems The Apollo DXA DXA Dual Energy X-Ray Absorptiometry (radiology)
DXA Direct Exchange Activity
(TM) (dual energy x-ray adsorptiometry) and the Discovery(R) systems measure bone density in specific body sites such as the heel and forearm and are called peripheral systems. Like the larger central DXA systems, they measure bone mass and compare it to a normal reference population. They are designed for physician offices, small clinics and other settings such as pharmacies and other non-traditional testing environments. The peripheral systems correlate well to hip and spine measurements, but are more compact and more affordable than traditional DXA systems.

The Apollo DXA, measures weight-bearing bone in the heel in 15 seconds, providing quantitative analysis Quantitative Analysis

A security analysis that uses financial information derived from company annual reports and income statements to evaluate an investment decision.

Notes:
 of bone mass, including bone mineral density bone mineral density
n.
See bone density.


bone mineral density A measurement of bone mass, expressed as the amount of mineral–in grams divided by the area scanned in cm2. See Bone densitometry.
, and compares this data to normal reference populations, either from an easy-to-use hand held control console or laptop computer. The Apollo DXA's Fracture Risk Assessment Option helps determine fracture risk.

The Discovery system measures bone mineral content and bone mass density at two sites on the forearm and compares the findings to normal reference populations and to the patient's prior examinations. It also provides skeletal images and graphical presentation of results.

Central DXA Systems

Central measurement systems include three DXA- bone densitometers: the compact Excell(TM), the Excell(TM) plus and the full size XR-46(TM). These measure bone mass density and bone mineral content and compare results to reference populations and the patient's prior examination. These are sold to hospitals, clinics and group practices. Each system can perform axial (hip and spine) and peripheral scans. The XR-46 also performs full body scans

Forward-Looking Statements

Some of the information included in this news release contains "forward-looking statements" as defined by the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. Forward-looking statements include all statements regarding anticipated growth in our revenue, anticipated market conditions and results of operations. To identify forward-looking statements look for words like "believes," "expects," "may," "will," "should," "seeks," "intends," "plans," "estimates" or "anticipates" and similar words or phrases. Discussions of strategy, plans or intentions often contain forward-looking statements. These, and all forward-looking statements, necessarily depend on assumptions, data or methods that may be incorrect or imprecise.

Events, among others, that could cause actual results and future actions to differ materially from those described in forward-looking statements include major changes in business conditions, a major disruption in the operations of our manufacturing facilities, new competitors or technologies, the impact of an undetected virus on our computer systems, acquisition integration delays or costs, foreign currency exchange exposure, investments in research and development and other start-up projects, dilution to earnings per share from acquisitions or issuing stock, regulatory issues, changes in tax laws, significant environmental cleanup costs above those already accrued, litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
 costs including any related settlements, cost of business divestitures, the requirement to provide for a significant liability or to write off a significant asset, changes in accounting principles or estimates, and other factors described in our Securities and Exchange Commission filings, including the "Business" section in our Annual Report on 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 October 31, 2001. We caution investors that forward-looking statements reflect our analysis only on their stated date. We disclaim any intent to update them except as required by law.

Corporate Information

The Cooper Companies, Inc. and its subsidiaries develop, manufacture and market specialty healthcare products. Corporate offices are located in Lake Forest and Pleasanton, Calif. A toll free interactive telephone system at 1-800-334-1986 provides stock quotes, recent press releases and financial data. The Cooper Companies' World Wide Web address is www.coopercos.com.

CooperSurgical, Inc., with operations in Trumbull, Conn., Hollywood, Fla., Malmo, Sweden, Montreal and Berlin, markets diagnostic products, surgical instruments and accessories for the gynecological gynecological /gy·ne·co·log·i·cal/ (-kah-loj´i-k'l) gynecologic.  market. Its Web address is www.coopersurgical.com.

CooperVision, Inc., markets a broad range of contact lenses for the vision care market. Headquartered in Lake Forest, Calif., it manufactures in Huntington Beach, Calif., Rochester, N.Y., Hamble, England, and Toronto. Its Web address is www.coopervision.com.
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