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ProCyte Corporation Merger with PhotoMedex Approved.


REDMOND, Wash. -- ProCyte Corporation (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:PRCY) and PhotoMedex, Inc. (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
:PHMD) announced today that both companies have shareholder approval to complete their merger in a stock-for-stock transaction. The merger is expected to close later today or early next week.

At a reconvened special meeting of shareholders held this morning, ProCyte shareholders voted to approve the merger agreement and the merger between the two companies. Approximately 11,121,900 shares, representing over 70% of ProCyte's 15,822,516 shares of common stock outstanding, voted in favor of the merger. Under Washington law, the affirmative vote of two-thirds of the outstanding shares of ProCyte common stock was needed to complete the merger.

Previously, on March 3, 2005, at a special meeting of the PhotoMedex stockholders, the merger agreement and merger were approved including the issuance of PhotoMedex shares as consideration for ProCyte shares.

Under the terms of the agreement, PhotoMedex will issue 0.6622 shares of its common stock in exchange for each outstanding share of ProCyte common stock. PhotoMedex expects to issue approximately 10.5 million shares of common stock. The combined company will operate under the name PhotoMedex, Inc. and will trade on the NASDAQ National Market under the ticker "PHMD." The combined company will be headquartered in Montgomeryville, PA and will have operations in Carlsbad, California Carlsbad is a coastal resort-town in northern San Diego County, California. According to the state Department of Finance, the city had a total population of 90,271 in 2003.  and Redmond, Washington.

Jack Clifford, 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.  of ProCyte Corporation, commented, "We are pleased to have received the support of our shareholders in approving this merger. We can now begin the important work of integrating our two companies. We look forward to operating as a combined company, which we believe will continue to gain momentum in providing dermatology and surgical products and services."

About ProCyte

ProCyte Corporation develops and markets products based on its patented, clinically proven GHK GHK Goldman-Hodgkin-Katz (equation)
GHK Gush Katif, Israel - Domestic Airfield (airport code)
GHK Global Hot Key
GHK Group Hot Key
 and AHK AHK Die Deutschen Auslandshandelskammern (Germany)
AHK Autohotkey (Windows open-source utility)
AHK Acid House Kings (Swedish band)
AHK Acylhomoserine Lactone
AHK Auto Hot Key
 Copper Peptide technology for skin health, hair care and wound care. The Company sells directly to dermatologists, plastic and cosmetic surgeons, spas and salons and through licenses with strategic partners into the consumer market, including its long-term worldwide license agreement with Neutrogena(R), a Johnson & Johnson company (NYSE NYSE

See: New York Stock Exchange
:JNJ JNJ Johnson and Johnson (stock symbol)
JNJ Journal of Nursing Jocularity
). ProCyte brands include Neova(R), VitalCopper(R), NextDerm(TM), Simple Solutions(R) and AquaSante(R) Skin Care products; Complex Cu3(R), GraftCyte(R) and Tricomin(R). Additional information is available by visiting the Company's website at www.procyte.com.

About PhotoMedex

PhotoMedex provides contract medical procedures to hospitals, surgi-centers and doctors' offices, offering a wide range of products and services across multiple specialty areas, including dermatology, 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 other surgical specialties. The company is a leader in the development, manufacturing and marketing of medical laser products and services.

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 of ProCyte Corporation ("ProCyte") and PhotoMedex, Inc. ("PhotoMedex") and the pending acquisition of ProCyte by PhotoMedex.

The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: the risk that ProCyte's business will not be integrated successfully with that of PhotoMedex, costs related to 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 ProCyte's respective filings with the SEC, including the joint proxy statement/prospectus dated January 21, 2005. PhotoMedex and Procyte 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.
COPYRIGHT 2005 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2005, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Mar 18, 2005
Words:652
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