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Endocare and Galil Medical Sign Definitive Merger Agreement
Date:11/10/2008

Combined Company to Expand Cryoablation Clinical Programs and Broaden Global Business Presence; Also Signs Agreement for $16.25 Million Financing

with Current Institutional Investors

IRVINE, Calif. and YOKNEAM, Israel, Nov. 10 /PRNewswire-FirstCall/ -- Endocare, Inc. (Nasdaq: ENDO) and privately held Galil Medical, Ltd., both innovative medical device companies, today announced the signing of a definitive merger agreement. The combined company will be focused on the promotion and development of cryoablation, a minimally invasive method to freeze and destroy cancerous tumors. The transaction, which is expected to close in the first quarter of 2009, will combine the complementary clinical, technological and marketing strengths of the two companies.

The terms of the agreement call for a stock-for-stock merger transaction resulting in Galil Medical becoming a wholly-owned subsidiary of Endocare, and would provide current Endocare stockholders 52%, and current Galil stockholders 48%, of the outstanding stock of the combined company. The combination of Galil and Endocare will form a company with pro forma combined revenues and gross profit in the twelve months ended September 30, 2008 of approximately $55.6 million and $39.1 million (70.3% of revenues), respectively.

The new management team will be composed of executives of both companies and will be led by Martin J. Emerson, Galil Medical's President and Chief Executive Officer, and Michael R. Rodriguez, Endocare's Chief Financial Officer.

Emerson commented, "As a combined company, Endocare and Galil will be better positioned to advance the acceptance and growth of cryoablation as an important treatment for cancerous and non-cancerous tumors inc
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SOURCE Endocare, Inc.
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