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VITAL SIGNS AND BIOMEDICAL DYNAMICS ANNOUNCE ADDITIONAL TERMS WITH RESPECT TO MERGER AGREEMENT

 VITAL SIGNS AND BIOMEDICAL DYNAMICS ANNOUNCE ADDITIONAL TERMS
 WITH RESPECT TO MERGER AGREEMENT
 MINNEAPOLIS, Jan. 13 /PRNewswire/ -- Vital Signs, Inc. (NASDAQ: VITL) and Biomedical Dynamics Corporation (NASDAQ: BMDC) announced additional information today regarding the agreement providing for Vital Signs, Inc. to acquire Biomedical Dynamics Corporation. As disclosed in the joint press release of the companies dated Dec. 31, 1991, Biomedical Dynamics Corporation and Vital Signs, Inc. entered into an agreement under which Biomedical Dynamics would become a wholly owned subsidiary of Vital Signs in a pooling of interests based on an exchange ratio of 0.359 of a share of common stock of Vital Signs for each outstanding share of Biomedical Dynamics common stock. The Dec. 31, 1991 press release indicated that approximately 1.7 million shares would be issuable in the proposed transaction which was based on an average trading price of Vital Signs common stock of between $20-7/8 and $26 per share.
 Subsequent to the execution of the agreement and the issuance of the press release, the common stock of Vital Signs has increased and both companies have received a number of inquiries regarding the consequence of the price increasing above $26 per share or below $20-7/8.
 Under the terms of the merger agreement, the agreement may be terminated by Vital Signs if the average price of Vital Signs stock for the 20 trading days ending on and including the third trading day preceding the closing date of the merger is more than $26. Upon such termination, Vital Signs would be required to pay the Biomedical Dynamics Corporation $300,000.
 In the event the average price of Vital Signs is less than $20-7/8 per share for the 20 trading days ending on and including the third trading day preceding the closing date, Biomedical Dynamics Corporation will have the right to terminate the merger agreement upon payment to Vital Signs of $300,000. The parties intend to address the provisions of the price range with a view toward resolving any uncertainties that may exist.
 As previously announced, the companies expect the transaction to close in March or April 1992. In addition, as previously announced, the transaction is subject to approval of the shareholders of Biomedical Dynamics Corporation and other customary conditions.
 Vital Signs, Inc. designs, manufactures and markets single patient use medical products for anesthesia, respiratory and related critical care applications. Biomedical Dynamics Corporation develops, manufactures and markets disposable medical products used in critical patient care.
 -0- 1/13/92
 /CONTACT: Joseph A. Marino of Biomedical Dynamics, 612-894-7523/
 (VITL BMDC) CO: Vital Signs, Inc., Biomedical Dynamics Corporation ST: Minnesota IN: SU: TNM


AL -- MN001 -- 8967 01/13/92 09:35 EST
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Date:Jan 13, 1992
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