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

luding prostate cancer and kidney tumors. Data now available, using the latest generation of technologies, demonstrate that cryoablation, a non-surgical treatment that often requires no hospital stay, can be just as effective as more invasive, more costly, and more time-consuming options such as radiation and surgery."

The merger and related transactions are expected to create significant clinical and operational advantages for the combined company, allowing it to accelerate technological innovation and promote the growing recognition of cryoablation in the global healthcare marketplace. The combined company will be able to more efficiently promote cryoablation as a safe and effective treatment for a variety of cancers including prostate cancer, the most commonly diagnosed cancer among men. In the U.S. alone, more than 186,000 men are diagnosed with prostate cancer annually according to American Cancer Society estimates.

Emerson continued, "This merger allows the two companies to come together as one to combine the very best in cryoablation technologies, and to jointly demonstrate the clinical and economic advantages cryoablation has over radiation, radical prostatectomy and IMRT in the treatment of prostate cancer as well as in other oncology treatments where cryoablation has application. The company will be much stronger financially following the combination and in a much better position to deliver the promise that cryoablation offers to physicians and patients all over the world."

Rodriguez commented, "This combination has the potential to eliminate millions of dollars in redundant costs and we believe that annualized cost savings of over $10 million could be realized by mid-2010. We expect that this transaction will result in positive adjusted EBITDA within 18 months after the close of the transaction."

Terms of the Merger

The terms of the definitive merger agreement call for a stock-for-stock merger transaction and a concurren
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SOURCE Endocare, Inc.
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