Merger with Galil
The terms of the Galil definitive merger agreement call for a stock-for-stock merger transaction resulting in Galil becoming a wholly-owned subsidiary of Endocare. In addition, in connection with entry into the Galil merger agreement, Endocare entered into a stock purchase agreement that provides that upon the closing of the merger Endocare will sell up to $16.25 million of newly issued shares of its common stock in a private placement, priced at $1.00 per share, to certain current institutional investors of Endocare and Galil. Consummation of the merger would result in current Endocare stockholders holding 52 percent of the combined company and current Galil stockholders holding 48 percent of the combined company, without giving effect to the shares issuable pursuant to the concurrent private placement. Taking into account the shares of Endocare common stock to be issued in the private placement, it is expected that current Endocare stockholders would own approximately 38.5 percent of the combined company and current Galil shareholders would own approximately 61.5 percent of the combined company. Endocare filed a registration statement on Form S-4 with the Securities and Exchange Commission (SEC) in connection with the merger in January 2009. The Form S-4 was declared effective on May 5, 2009, and Endocare's stockholders' meeting to approve the merger is scheduled to take place on June 5, 2009.
Conference Call Information
Given the pendency of the Galil merger, the Company has decided not to hold a results conference call relating to this press release. The Company intends to resume its regular results conference calls after the closing of the merger.
Use of Non-GAAP Financial Measur
SOURCE Endocare, Inc.
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