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

t private placement of approximately 16.25 million newly issued shares of Endocare common stock. Upon the completion of the merger and financing transactions, the pro forma number of shares of common stock outstanding will be approximately 39.0 million. The exchange ratio in the merger gives the current Endocare stockholders 52 percent of the post-merger stock and Galil stockholders 48 percent, prior to the financing transaction. The combined company is expected to have a nine-member board of directors consisting of four current Endocare directors, four current Galil directors and one new independent director. The transaction is subject to a vote of the stockholders of Endocare and Galil, as well as customary regulatory approvals. The transaction is expected to close in the first quarter of 2009.

Additional information regarding the merger terms are set forth in the Company's current report on Form 8-K regarding the transactions that will be filed with the SEC, which should be reviewed carefully in conjunction with this press release.

Financing Transaction

Endocare also announced that upon the closing of the merger it will sell $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.

Conference Call and Slides Information

The management teams of Endocare and Galil Medical will participate in a joint conference call on November 11 at 1:30 p.m. Eastern Time to discuss the transaction and answer related transactions. Slides will be used during this call. To listen to the conference call live via telephone, please dial 1-877-356-3962 from the U.S. or, for international callers, please dial +1-706-634-5888, approximately 10 minutes before the start time. In order to access the slides that will be used on the call, click on the link provided on Endocare's website (
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SOURCE Endocare, Inc.
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