Novoste Unsuccessful in Negotiating Revised Terms to Merger Agreement with ONI; Special Meeting of Shareholders to Convene on September 26, 2005.NORCROSS, Ga. -- Novoste Corporation (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : NOVT) announced today that it has been unsuccessful in negotiating revised terms to its merger agreement with ONI ONI abbr. Office of Naval Intelligence Noun 1. ONI - the military intelligence agency that provides for the intelligence and counterintelligence and investigative and security requirements of the United States Navy Medical Systems, Inc. Novoste will reconvene reconvene Verb to gather together again after an interval: we reconvene tomorrow Verb 1. reconvene - meet again; "The bill will be considered when the Legislature reconvenes next Fall" its Special Meeting in lieu of an Annual Meeting of Shareholders on September 26, 2005 at 9:00 a.m. local time at the Novoste headquarters located at 4350 International Blvd., Norcross, Georgia Norcross is a city in Gwinnett County, Georgia, United States. The city had a population of 8,410 in 2000. Census Estimates for 2005 show a population of 9,887. History Norcross was founded in 1866 by John Thrasher. , and voting on the ONI merger proposals and the election of two directors will occur at that time. Novoste has previously sent its shareholders of record a proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. dated August 4, 2005, and supplements dated August 26, 2005 and August 30, 2005, describing the various proposals that Novoste's shareholders will be voting on to allow Novoste to complete the proposed merger with ONI. The board of directors of Novoste continues to recommend that Novoste shareholders vote "FOR" all of the proposals on the proxy card A proxy card is an easily-acquired or home-made substitute for a collectible card. A proxy is used when a collectible card game player does not own a card, and it would be impractical for such purposes to acquire the card. . Alfred J. Novak, the company's President and Chief Executive Officer stated: "The proposed business combination with ONI is very important to Novoste and to all of our shareholders. Our board of directors believes that, although the merger with ONI represents a complete change in the nature of our business, the merger affords our existing shareholders an opportunity for future value that the board believes is currently unavailable given our existing technology. Should our shareholders not approve the proposals to allow us to complete the merger, we expect to have no ongoing business operations following the wind-down or sale of our VBT VBT Valence Bond Theory VBT Very Bad Thing VBT Visual Basic for Test (software language) VBT Världens Barnsligaste Tjugonioåring business, and our board will need to consider other alternatives, including the liquidation and dissolution of Novoste." Novoste reminds its shareholders that whether they hold their shares directly or though a broker, they are urged to send in their specific instructions for their shares to be voted at the reconvened meeting. Novoste asks its shareholders to submit their voting instructions as soon as possible so that they are received prior to September 26, 2005. Shareholders that need an additional copy of the proxy statement and proxy card, would like assistance in voting, or have any questions regarding the proposals, should contact Alfred J. Novak, Novoste's President and Chief Executive Officer, or Daniel G. Hall, Novoste's General Counsel, at (770) 717-0904, or Morrow & Co., Inc., Novoste's proxy solicitor Proxy Solicitor A specialist (firm) hired to gather proxy votes. , at (800) 607-0088. About Novoste Novoste common stock is traded on the NASDAQ National Stock Market under the symbol NOVT. For general company information, please call (770) 717-0904 or visit Novoste's web site at www.novoste.com. Forward-Looking Statements Certain matters discussed in this press release constitute forward-looking statements within the meaning of 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. Such statements include, but are not limited to, statements regarding the benefits of the proposed merger between Novoste and ONI, the combined company's plans, objectives and expectations, Novoste's proposed sale of its VBT business, and all other statements that are not historical facts. These forward-looking statements are based on the current beliefs and expectations of Novoste's and ONI's management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in these forward-looking statements. |
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