Novoste and Best Medical Enter into Amended and Restated Asset Purchase Agreement.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) and Best Medical International, Inc. (Best) jointly announced today that they have entered into an Amended and Restated Asset Purchase Agreement whereby Best Vascular, Inc. (Best Vascular), an affiliate of Best, will acquire substantially all of the assets related to Novoste's Vascular Brachytherapy brachytherapy /brachy·ther·a·py/ (-ther´ah-pe) treatment with ionizing radiation whose source is applied to the surface of the body or within the body a short distance from the area being treated. (VBT VBT Valence Bond Theory VBT Very Bad Thing VBT Visual Basic for Test (software language) VBT Världens Barnsligaste Tjugonioåring ) business and assume specified liabilities associated with those assets and the continued operation of the VBT business. The Amended and Restated Asset Purchase Agreement is an amendment and restatement Restatement A revision in a company's earlier financial statements. Notes: The need for restating financial figures can result from fraud, misrepresentation, or a simple clerical error. of the previously announced asset purchase agreement originally entered into by the parties on August 25, 2005. Best, a privately held company privately held company A firm whose shares are held within a relatively small circle of owners and are not traded publicly. based in Fairfax, Virginia Fairfax is an independent city forming an enclave within the confines of Fairfax County, in the Commonwealth of Virginia. Although politically independent of the surrounding county, the City of Fairfax is nevertheless its county seatGR6. , is engaged in the design, distribution and manufacture of radiation products for the oncology, urology urology Medical specialty dealing with the urinary system and male reproductive organs. It traces its origin to medieval lithologists, itinerant healers who specialized in surgical removal of bladder stones. , neurology neurology (n rŏl`əjē, ny –), study of the morphology, physiology, and pathology of the human nervous system. and gynecology markets. The consummation of the asset transaction with Best is subject to the satisfaction of certain conditions, including the issuance of regulatory licenses necessary for the transfer of the VBT business to Best Vascular and shareholder approval of the transaction by Novoste's shareholders. The consideration for the sale of the assets by Novoste to Best Vascular is the assumption by Best Vascular of various liabilities of Novoste related to its VBT business. In addition, unless previously settled, Best Vascular will assume any liabilities arising or incurred after the closing associated with certain patent infringement patent infringement n. the manufacture and/or use of an invention or improvement for which someone else owns a patent issued by the government, without obtaining permission of the owner of the patent by contract, license or waiver. 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. currently pending against Novoste and Novoste will make a specified cash payment to Best Vascular in connection with its assumption of such liabilities. As previously announced, Novoste and Best entered into a Marketing Representation Agreement, which establishes Best Vascular as the marketing representative of Novoste as of August 25, 2005 and this agreement has been extended from October 14, 2005 to December 31, 2005, unless the Amended and Restated Asset Purchase Agreement is terminated or consummated earlier. Krish Suthanthiran, President of Best, has commented, "We continue to be excited about the opportunity that exists for Best Vascular in the VBT market. The acquisition of these assets fits our strategy of providing brachytherapy therapy products across a wide variety of clinical applications. It is of utmost importance that radiation therapy is available to cardiologists and their patients. The Novoste system is the only remaining vascular brachytherapy product on the market and having previously supplied Cordis Corporation, a Johnson & Johnson company with VBT products, we believe we have the capability to assure the continuation of this important therapy in the cardiology cardiology Medical specialty dealing with heart diseases and disorders. It began with the 1749 publication by Jean Baptiste de Sénac of contemporary knowledge of the heart. Diagnostic methods improved in the 19th century, and in 1905 the electrocardiograph was invented. market. We remain committed to our radiation oncology radiation oncology n. The branch of radiology that deals with the use of ionizing radiation to treat cancers. radiation oncology customer base and look forward to serving the particular needs of the cardiology community with a therapy that has proven durable results. Under the existing marketing agreement with Novoste, Best Vascular has already begun the process of contacting existing and prior VBT accounts. We view this market as a long term opportunity for Best and are pleased that various Novoste employees will join the Best team." Al Novak, President and Chief Executive Officer of Novoste, said, "Krish Suthanthiran and the Best team have demonstrated their ability to manage this technology. As a result of the Asset Purchase Agreement, the Novoste Board of Directors will provide their recommendations to our shareholders as to the direction of the Company in 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. that will be filed with the SEC in the next several weeks." Best Medical Best's corporate headquarters is located at 7643 Fullerton Road, Fairfax, Virginia. Best Vascular, an affiliate of Best, has been established for the purpose of focusing on the vascular brachytherapy business to be acquired from Novoste. Best is known for its radiation seed products utilizing several different isotopes. Founded in 1977, Best has pioneered new ideas "New Ideas" is the debut single by Scottish New Wave/Indie Rock act The Dykeenies. It was first released as a Double A-side with "Will It Happen Tonight?" on July 17, 2006. The band also recorded a video for the track. in brachytherapy including vascular brachytherapy and is a leader in the provision of radiation seeds for use by urologists in the treatment of prostate cancer prostate cancer, cancer originating in the prostate gland. Prostate cancer is the leading malignancy in men in the United States and is second only to lung cancer as a cause of cancer death in men. . Best's mission is to uphold its excellent reputation by consistently exceeding the expectation of those it serves in the healthcare field by developing, manufacturing and delivering cost-effective, high quality products to benefit patients throughout the world. 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 forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. 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 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 management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in these forward-looking statements. Factors that could cause actual results to differ materially from those set forth herein in these forward looking statements include: the failure of Novoste's shareholders to approve the asset sale transaction; costs, delays and any other difficulties related to the proposed transaction; failure of either of the parties to satisfy closing conditions; and risk and effects of legal and administrative proceedings An administrative proceeding is a non-judicial determination of fault or guilt and may include in some cases penalties of various forms. A "Captain's Mast", held by a commanding officer of a warship is one such proceeding. and government regulations. Novoste disclaims any responsibility to update these forward-looking statements. Additional Information About The Transaction Novoste will file a proxy statement regarding the proposed asset sale transaction with the Securities and Exchange Commission (SEC). Investors and security holders are urged to read the proxy statement and any other relevant documents filed with the SEC when they become available because they will contain important information. A definitive proxy statement will be sent to Novoste's shareholders seeking, among other things, their approval of the proposed asset sale transaction. Investors and security holders may obtain (when it is available) a free copy of the definitive proxy statement filed by Novoste with the SEC at the SEC's website at www.sec.gov. The definitive proxy statement also may be obtained for free by directing a request to: Novoste Corporation 4350 International Boulevard Norcross, GA 30093 Attn: Corporate Secretary (770) 717-0904 Novoste and its directors and executive officers may be deemed to be participants in the solicitation of proxies of Novoste's shareholders to approve the proposed asset sale transaction. Information about the directors and executive officers and their ownership of Novoste common stock is included in Novoste's proxy statement for its special meeting of shareholders in lieu of an annual meeting, which was filed with the SEC on August 4, 2005. This document is available free of charge at the SEC's website at www.sec.gov and from Novoste as described above. Additional information regarding interests in the proposed asset transaction of the participants in the proxy solicitation may be obtained by reading the definitive proxy statement when it becomes available. |
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