Radiance Medical Systems and Endologix Shareholders Approve Merger.Business Editors & Health/Medical Writers IRVINE, Calif.--(BW HealthWire)--May 29, 2002 Radiance Medical Systems Inc. (Nasdaq:RADX) and Endologix Inc. today announced the approval of the acquisition of Endologix by Radiance at a Special Meeting of the shareholders held today at Radiance. The combined company, which will be named Endologix Inc., will focus on the development and marketing of Endologix's patented technology for the treatment of Abdominal Aortic Aneurysms abdominal aortic aneurysm A focal aortic dilation of ≥ 50% ↑ in diameter, accompanied by distension and weakened aortic wall Epidemiology Incidence is rising 12/105–1951; 36/105 (AAA AAA: see American Automobile Association. (Triple A) A common single-cell battery used in a myriad of electronic devices of all variety. Like its double A (AA) cousin, it provides 1.5 volts of DC power. When used in series, the voltage is multiplied. ). Endologix expects to begin trading on the Nasdaq National Market under the symbol "ELGX" beginning on June 3, 2002. Jeff Thiel, president & 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 Radiance, said, "We are pleased that we completed this transaction, which will allow the Radiance shareholders to participate with this very compelling technology in the large and growing market for endoluminal stent grafts Difference Between a Stent Graft and a Stent A stent graft is a tubular device, which is composed of special fabric supported by a rigid structure, usually metal. The rigid structure is called a stent. for the treatment of AAAs." Franklin D. Brown, chairman & CEO of Endologix, stated, "This merger puts the combined company on a solid financial footing which will help it to achieve its corporate milestones over the next 1-1/2 to 2 years. "Those milestones are to complete the requisite enrollment and clinical follow-up in the U.S. pivotal study of the PowerLink System, to obtain the Shonin and be `first to market' with its technology in Japan, as well as to make targeted investments in Europe to build sales revenue." Brown also was elected chairman & CEO of the combined company. 190,000 people are diagnosed each year with AAA and it is estimated to be the 13th leading cause of death 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. . The global market for endoluminal grafts to treat AAA is estimated to currently be $200 million-$300 million, with growth projected to more than $1 billion in the future. Radiance owned 4% of Endologix and under the terms of the merger agreement Radiance will pay shareholders of Endologix $0.75 in cash and one share of Radiance stock for each share of Endologix stock it didn't already own, for an aggregate cash consideration of approximately $8.4 million and a total of approximately 11.1 million shares of Radiance common stock. In addition, Endologix shareholders may receive milestone payments of up to $0.50 payable in cash or stock for each share of Endologix stock in the event regulatory approval is received by certain dates, for an aggregate total possible milestone payment of approximately $5.6 million. Radiance Medical Systems develops radiation delivery catheters for use in the treatment of coronary and peripheral vascular systems to prevent restenosis following the interventional treatment of atherosclerosis atherosclerosis (ăth'ərōsklərō`sĭs): see arteriosclerosis. atherosclerosis or hardening of the arteries . For more information about Radiance, visit the company's Web site at www.radiance.net. Except for historical information contained herein, this news release contains 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. , the accuracy of which are necessarily subject to risks and uncertainties, and which may be affected by, among other things, risks and uncertainties related to the effects of the proposed merger with Endologix on Radiance, the ability of Radiance to successfully integrate Endologix's and Radiance's operations and business strategies, future economic, competitive and market conditions, including those in Europe and Asia and those related to Radiance's and Endologix's strategic markets, whether the products offered will achieve acceptance in the marketplace and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of Radiance. In addition, the accuracy of the forward-looking statements in this news release are necessarily subject to other risks and uncertainties, and may be affected by, among other things, risks and uncertainties involving new product development and introduction cycles, research and development activities, including failure to demonstrate clinical efficacy, delays by regulatory authorities Noun 1. regulatory authority - a governmental agency that regulates businesses in the public interest regulatory agency administrative body, administrative unit - a unit with administrative responsibilities , scientific and technical advances by third parties, introduction of competitive products, third party reimbursement Reimbursement Payment made to someone for out-of-pocket expenses has incurred. and physician training, and other risk factors, and matters set forth in Radiance's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended Dec. 31, 2001, and its Quarterly Report on Form 10-Q Form 10-Q See 10-Q. for the quarter ended March 31, 2002. |
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