PhotoMedex Agrees to Acquire Surgical Laser Technologies.
Business Editors & Health Writers
RADNOR, Pa.--(BUSINESS WIRE)--Sept. 26, 2002
PhotoMedex, Inc. (Nasdaq: PHMD) and Surgical Laser Technologies, Inc. (Nasdaq: SLTI) today announced that on September 25, 2002, they entered into a definitive merger agreement pursuant to which PhotoMedex will acquire Surgical Laser Technologies (SLT SLT Salut (French)
SLT Sri Lanka Telecom
SLT Senior Leadership Team
SLT Something Like That
SLT Selective Laser Trabeculoplasty
SLT South Lake Tahoe (California)
SLT Single Line Telephone ).
SLT employs a similar business model to PhotoMedex, charging a per procedure fee, thereby limiting the initial outlay for capital expenditure to the doctor's office, hospital or surgi-center while ensuring continued revenue flow to the company. SLT offers a wide range of laser services, including 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. , Gynecology, Orthopedics, and General Surgery. In addition to the utilization of such lasers as the Holmium holmium (hōl`mēəm) [Lat.,=Stockholm], metallic chemical element; symbol Ho; at. no. 67; at. wt. 164.9304; m.p. about 1,474°C;; b.p. about 2,425°C;; sp. gr. 8.78 at 25°C;; valence +3. , Diode, YAG YAG
A hard synthetic yttrium aluminum garnet used in laser technology and as a gemstone.
[y(ttrium) + a(luminum) + g(arnet)1.] Contact Laser, and CO2 Laser, SLT is a world wide leader in the development, manufacturing and marketing of healthcare lasers and their disposables.
Jeff O'Donnell, President and 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. , commented, "PhotoMedex has been focused on Dermatological applications for its XTRAC(TM) laser system. Now, as it approaches an environment of full reimbursement, PhotoMedex looks to other opportunities in healthcare with companies that share our vision for the business model of the future. We have found this in SLT and believe that by combining our resources, vision and technology, we will own the capabilities of providing capital equipment, clinical specialists and disposables; thereby providing the opportunity for the medical facility to contract with us to effectively and efficiently outsource comprehensive services in many different medical specialties Medical Specialties
See also anatomy; disease and illness; drugs; health; remedies; surgery.
the science of the description of glands. — adenographic, adj. . This value proposition will increase profits for the hospital and simplify the procedural logistics. I look forward to expanding our verticals in laser procedures through the consolidation of our companies, thereby maximizing the value to our customers."
Commenting on the business combination, Michael R. Stewart, SLT's President and CEO stated, "We are very pleased to be joining forces with PhotoMedex and are excited about the opportunities that the combination presents. Each Company's products and services are natural extensions of the other. We have a shared vision for the future and believe that, with our collective offerings, we are well-positioned to continue the expansion of our contract services approach in the marketplace. The management and Board of SLT have focused on restructuring the Company, in an effort to increase stockholder value. We believe that this combination positions the SLT stockholders to better realize on those efforts and will be in their best interest."
Under the terms of the proposed merger, SLT's stockholders will receive 1.12 shares of newly issued PhotoMedex common stock in exchange for each share of SLT common stock they hold. As a result of the merger transaction, PhotoMedex expects to issue a total of approximately 2.6 million shares of common stock and assume certain outstanding common stock purchase warrants of SLT. On a pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts.
The phrase pro forma basis, assuming that all SLT stockholders exchange PhotoMedex shares for their SLT shares, SLT's stockholders would own approximately 9.2% of the combined company's capital stock without giving effect to the exercise of any SLT options before closing. Based on the stock price of PhotoMedex at the close of business on September 24, 2002, this would result in a purchase price of $1.34 per share of SLT common stock.
The merger is subject to approval by the stockholders of SLT. The directors and officers of SLT, who collectively own approximately 15% of the outstanding SLT common stock, have agreed to vote all of their shares of SLT common stock in favor of approval and adoption of the proposed merger transaction. The merger is also subject to other customary closing conditions, and is expected to close in the fourth quarter of 2002.
A conference call will be held on Thursday, September 26, at 2:00 p.m. Eastern Daylight Time, during which, Jeff O'Donnell, the President and CEO of PhotoMedex, and Michael R. Stewart, the President and CEO of Surgical Laser Technologies, Inc., will discuss today's announcement.
To participate in the conference call, dial 800.395.0708 (and confirmation code # 658765) approximately 5 to 10 minutes prior to the scheduled start time. If you are unable to participate, a digital replay of the call will be available from Thursday, September 26 at 4:00 p.m. EDT EDT
Eastern Daylight Time
EDT Eastern Daylight Time
EDT n abbr (US) (= Eastern Daylight Time) → hora de verano de Nueva York
EDT until midnight on Wednesday, October 9, by dialing 888.203.1112 and using confirmation code # 658765.
The live broadcast of PhotoMedex, Inc.'s conference call will be available online by going to www.photomedex.com and clicking on the link to Investor Relations Investor relations
The process by which the corporation communicates with its investors. , and at www.streetevents.com. The online replay will be available shortly after the call at those sites.
PhotoMedex is engaged in the development of proprietary excimer laser A gas laser in which a very short electrical pulse excites a mixture containing a halogen such as fluorine and a rare gas such as argon or krypton. It produces a brief, intense pulse of ultraviolet light. and fiber optic systems and techniques directed toward dermatological applications, with FDA FDA
Food and Drug Administration
n.pr See Food and Drug Administration.
n.pr the abbreviation for the Food and Drug Administration. approval to market the XTRAC(TM) laser system for the treatment of psoriasis, vitiligo vitiligo
Skin disorder manifested by smooth, white spots on various parts of the body. Though the pigment-making cells of the skin, or melanocytes, are structurally intact, they have lost the ability to synthesize the pigment. , eczema and Leukoderma leukoderma /leu·ko·der·ma/ (-der´mah) an acquired condition with localized loss of pigmentation of the skin.
leukoderma acquisi´tum centri´fugum halo nevus. .
PhotoMedex 's excimer laser system generating 308-nm UV-B UV-B or UVB
ultraviolet radiation with a range of 280-320 nanometres radiation is the first FDA-approved laser treatment for psoriasis, which is the second most common skin disorder in the U.S. The National Psoriasis Foundation The National Psoriasis Foundation is a patient-driven, non-profit US-based psoriasis education and advocacy group. The National Psoriasis Foundation's mission is to improve the quality of life of the millions of Americans with psoriasis and/or psoriatic arthritis by promoting estimates that psoriasis afflicts more than 7 million Americans and that between 150,000 and 260,000 new cases are diagnosed each year. The XTRAC(TM) laser system is also the first FDA approved excimer laser system to treat vitiligo, a skin disease that, according to the National Vitiligo Foundation, afflicts approximately 1 to 2% of Americans, and eczema, a skin disease that is estimated to afflict af·flict
tr.v. af·flict·ed, af·flict·ing, af·flicts
To inflict grievous physical or mental suffering on.
[Middle English afflighten, from afflight, 15 million Americans.
About Surgical Laser Technologies:
Surgical Laser Technologies is a worldwide leader in the development, manufacture, and marketing of lasers and disposable Contact Laser(TM) Delivery Systems that can be used in virtually all general and specialty surgical procedures. SLT markets proprietary Contact Laser Delivery Systems that provide the surgeon with precise and controlled cutting, vaporization vaporization, change of a liquid or solid substance to a gas or vapor. There is fundamentally no difference between the terms gas and vapor, but gas is used commonly to describe a substance that appears in the gaseous state under standard conditions of and coagulation coagulation (kōăg'ylā`shən), the collecting into a mass of minute particles of a solid dispersed throughout a liquid (a sol), usually followed by the precipitation or of tissue
SAFE HARBOR Safe Harbor
1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.
2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. STATEMENT
This press release contains forward-looking statements within the meaning of the "safe harbor" provisions 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. These statements are based on managements' current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The forward-looking statements contained in this release include statements about future financial and operating results and the proposed acquisition of Surgical Laser Technologies, Inc. ("SLT") by PhotoMedex, Inc. ("PhotoMedex").
The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: the risk that SLT's business will not be integrated successfully with that of PhotoMedex, costs related to the merger, failure of the SLT stockholders to approve the merger, risks relating to technology and product development, market acceptance, government regulation and regulatory approval processes, intellectual property rights and 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. , dependence on strategic partners, ability to obtain financing, competitive products and other risks identified in PhotoMedex's and SLT's filings with the SEC. PhotoMedex and SLT are under no obligation to (and expressly disclaim any such obligation to) update or alter these forward-looking statements, whether as a result of new information, future events or otherwise.
In connection with the proposed merger, PhotoMedex will file with the Securities and Exchange Commission ("SEC") a registration statement on Form S-4. The registration statement will include 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. of SLT for a meeting of its stockholders to consider and vote upon the proposed merger. The registration statement will also serve as a prospectus of PhotoMedex with respect to the shares of PhotoMedex to be distributed to stockholders of SLT in the proposed transaction. PhotoMedex and SLT will file the proxy statement/prospectus with the SEC as soon as practicable. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER TRANSACTION, WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT PHOTOMEDEX, SLT, THE MERGER AND RELATED MATTERS.
In addition to the registration statement and proxy statement/prospectus, both PhotoMedex and SLT file annual, quarterly and other reports, proxy statements, registration statements and other information with the SEC. You may read and copy any reports, statement or other information filed by PhotoMedex or SLT at the SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the SEC's other public reference rooms in New York New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Investors and security holders may also obtain a free copy of the proxy statement/prospectus (when it is available) and other documents filed by the companies at the SEC's web site at http://www.sec.gov.
PhotoMedex, SLT, their respective officers and directors and certain other members of management or employees may be deemed to be participants in the solicitation of proxies from stockholders of SLT with respect to the transactions contemplated by the merger agreement. A description of any interests that PhotoMedex's or SLT's directors and executive officers have in the proposed merger will be available in the proxy statement/prospectus.
This press release is not an offer to purchase shares of SLT, nor is it an offer to sell shares of PhotoMedex common stock, which may be issued in any proposed merger with SLT. Any issuance of PhotoMedex common stock in any proposed merger with SLT would have to be registered under the Securities Act of 1933, as amended, and such PhotoMedex common stock would be offered only by means of a prospectus complying with such act.