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Encore Orthopedics, Inc. and Healthcare Acquisition Corp. Sign Merger Agreement.


AUSTIN, Texas--(HealthWire)--Dec. 4, 1996--Encore(R) Orthopedics orthopedics (ôrthəpē`dĭks), medical specialty concerned with deformities, injuries, and diseases of the bones, joints, ligaments, tendons, and muscles. , Inc. and Healthcare Acquisition Corp. ("HCAC HCAC Heartland Collegiate Athletic Conference ") announce that they have completed the next step in their previously announced merger.

In November 1996, the parties signed a definitive Merger Agreement whereby Encore and a subsidiary of HCAC will merge and HCAC will become Encore Medical Corporation.

In this stock for stock transaction, the current Encore shareholders will acquire over 80 percent of the ownership on a fully diluted di·lute  
tr.v. di·lut·ed, di·lut·ing, di·lutes
1. To make thinner or less concentrated by adding a liquid such as water.

2. To lessen the force, strength, purity, or brilliance of, especially by admixture.
 basis of the combined entity and the Encore Board of Directors and management will become the Board (along with three members of the current HCAC Board) and management of the resulting company.

Encore was recently recognized as one of the top 400 fastest growing companies in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  by Inc. magazine and the 6th fastest growing private company in Austin, Texas by the Austin Business Journal.

These honors reflect Encore's growth from approximately $1.4 million of sales in 1992 to over $13.7 million in 1995. Encore, during that time, has introduced knee, hip and shoulder total joint implant implant /im·plant/ (im-plant´) to insert or to graft (tissue, or inert or radioactive material) into intact tissues or a body cavity.  products, as well as acquired a company that designed and marketed specialty trauma products.

Nick Cindrich, 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 Encore, stated, "I look forward to completing this transaction and continuing the exciting growth that Encore has already accomplished. We think that our affiliation with HCAC will bring to the Encore shareholders an opportunity to become part of a public company and, with the capital that HCAC is infusing into Encore, will allow us to fund the ongoing growth that we envision."

Jay Haft, chairman of HCAC, noted, "After looking at many companies in which to invest, we are convinced that Encore brings to our shareholders all of the attributes we are seeking -- a strong management team, a good and expanding product line, proven growth and a bright future.

"I am glad that I, along with two of the other founders of HCAC, will have the opportunity to serve on the Encore Medical Corporation Board of Directors with the current board members of Encore and help Encore's management achieve the goals that have been set for the company."

The transaction is still contingent on Adj. 1. contingent on - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress"
contingent upon, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent
 regulatory review and shareholder approval. If approved, the merger will be consummated in early 1997.

CONTACT: Encore Orthopedics

Harry Zimmerman, 512/206-1408
COPYRIGHT 1996 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1996, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Dec 4, 1996
Words:380
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