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Encore Orthopedics, Inc. and Healthcare Acquisition Corp. Sign Merger Agreement.

AUSTIN, Texas--(HealthWire)--Dec. 4, 1996--Encore(R) Orthopedics, Inc. and Healthcare Acquisition Corp. ("HCAC") announce that they have completed the next step in their previously announced merger.

In November 1996, the parties signed a definitive Merger Agreement whereby Encore and a subsidiary of HCAC will merge and HCAC will become Encore Medical Corporation.

In this stock for stock transaction, the current Encore shareholders will acquire over 80 percent of the ownership on a fully diluted basis of the combined entity and the Encore Board of Directors and management will become the Board (along with three members of the current HCAC Board) and management of the resulting company.

Encore was recently recognized as one of the top 400 fastest growing companies in the United States by Inc. magazine and the 6th fastest growing private company in Austin, Texas by the Austin Business Journal.

These honors reflect Encore's growth from approximately $1.4 million of sales in 1992 to over $13.7 million in 1995. Encore, during that time, has introduced knee, hip and shoulder total joint implant products, as well as acquired a company that designed and marketed specialty trauma products.

Nick Cindrich, CEO of Encore, stated, "I look forward to completing this transaction and continuing the exciting growth that Encore has already accomplished. We think that our affiliation with HCAC will bring to the Encore shareholders an opportunity to become part of a public company and, with the capital that HCAC is infusing into Encore, will allow us to fund the ongoing growth that we envision."

Jay Haft, chairman of HCAC, noted, "After looking at many companies in which to invest, we are convinced that Encore brings to our shareholders all of the attributes we are seeking -- a strong management team, a good and expanding product line, proven growth and a bright future.

"I am glad that I, along with two of the other founders of HCAC, will have the opportunity to serve on the Encore Medical Corporation Board of Directors with the current board members of Encore and help Encore's management achieve the goals that have been set for the company."

The transaction is still contingent on regulatory review and shareholder approval. If approved, the merger will be consummated in early 1997.

CONTACT: Encore Orthopedics

Harry Zimmerman, 512/206-1408
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Publication:Business Wire
Date:Dec 4, 1996
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