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BIOMEDICAL DYNAMICS AND VITAL SIGNS ANNOUNCE AN AMENDMENT TO THEIR MERGER AGREEMENT

 BIOMEDICAL DYNAMICS AND VITAL SIGNS ANNOUNCE AN AMENDMENT TO
 THEIR MERGER AGREEMENT
 MINNEAPOLIS/TOTOWA, N.J., Feb. 20 /PRNewswire/ -- Biomedical Dynamics Corporation (NASDAQ: BMDC) and Vital Signs, Inc. (NASDAQ: VITL) announced today that they have amended certain terms of their previously announced merger agreement. Under the amended agreement, Biomedical shareholders will receive the originally agreed upon 0.359 of a share of Vital Signs common stock for each share of Biomedical common stock if the average closing sale price of Vital Signs common stock over the 20 trading-day period ending three days prior to the merger closing date is between $20-7/8 and $26 per share. If the average closing sale price of Vital Signs common stock is greater than $26, but not greater than $28 per share, Biomedical shareholders will receive a number of Vital Signs shares for each share of Biomedical common stock determined by dividing $9.33 per share by the average closing sale price per share of Vital Signs common stock during the same 20 trading-day period. If the average closing sale price of Vital Signs commons stock during such 20 trading-day period is less than $20-7/8, Biomedical may accept the 0.359 share conversion ratio or has the right to call off the merger, paying Vital Signs an expense reimbursement of $300,000. If the average Vital Signs closing sale price during such 20 trading-day period is greater than $28 per share, Vital Signs could consummate the merger at a conversion ratio of 0.333 or it may terminate the merger, paying Biomedical an expense reimbursement of $300,000.
 Terence D. Wall and Joseph A. Marino, the chief executive officers of Vital Signs and Biomedical Dynamics, both commented that they were pleased that the parties had been able to agree upon an expansion in the range of trading prices at which the companies would be obligated to consummate the merger. They noted that given the difficulties involved in further renegotiating the conversion ratios, shareholders should not take it for granted that further amendments to the merger agreement will be forthcoming or that the merger will close if such average price ultimately falls outside of the agreed-upon range.
 It is expected that the registration statement for registration of the Vital Signs shares will be filed with the SEC within the week. The parties expect the transaction to close in April 1992. The merger is subject to shareholder approval and other customary conditions.
 As of the close of trading on Feb. 19, 1992, Vital Signs shares closed at $25-1/4 and Biomedical shares closed at $8-1/2 on NASDAQ.
 Biomedical Dynamics Corporation develops, manufactures and markets disposable medical products used in critical patient care. Vital Signs, Inc., designs, manufacturers and markets single patient use medical products for anesthesia, respiratory and related critical care applications.
 -0- 2/20/92
 /CONTACT: Anthony Dimun of Vital Signs, 201-790-1330 or Gerald J. Prescott of Biomedical Dynamics, 612-894-7523/
 (BMDC VITL) CO: Biomedical Dynamics Corporation; Vital Signs, Inc. ST: Minnesota, New Jersey IN: MTC SU: TNM


DS -- MN002 -- 0830 02/20/92 10:05 EST
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Copyright 1992 Gale, Cengage Learning. All rights reserved.

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Publication:PR Newswire
Date:Feb 20, 1992
Words:513
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