PhotoMedex Completes Acquisition of Surgical Laser Technologies
RADNOR, Pa.--(BUSINESS WIRE)--Dec. 30, 2002--PhotoMedex, Inc. (Nasdaq: PHMD) today announced the completion of its acquisition of Surgical Laser Technologies, Inc.
Effective as of December 27, 2002, SLT is now a wholly owned subsidiary of PhotoMedex, and former holders of SLT common stock are entitled to receive 1.12 shares of newly issued PhotoMedex common stock in exchange for each share of SLT common stock they held, immediately prior to the effective time of the merger, with cash being paid in lieu of any fractional shares of PhotoMedex common stock. As of December 27, 2002, the SLT common stock no longer trades on the Nasdaq Small Cap Market.
Jeff O'Donnell, President and CEO, commented, "The Board of Directors and the management team of PhotoMedex are excited about the opportunities and prospects that this merger represents. We believe that the PhotoMedex business model, as currently executed in hospitals, surgi-centers and physician offices, is the marketing blueprint for future medical device companies. By combining the resources of PhotoMedex and SLT we expect to showcase and prove the effectiveness of our business model, as we strengthen and increase our market position."
About PhotoMedex:
PhotoMedex is engaged in the development of proprietary excimer laser and fiber optic systems and techniques directed toward dermatological applications, with FDA approval to market the XTRAC(TM) laser system for the treatment of psoriasis, vitiligo, eczema and leukoderma.
PhotoMedex's excimer laser system generating 308-nm UV-B radiation is the first FDA-approved laser treatment for psoriasis, which is the second most common skin disorder in the U.S. The National Psoriasis Foundation estimates that psoriasis afflicts more than 7 million Americans and that between 150,000 and 260,000 new cases are diagnosed each year. The XTRAC(TM) laser system is also the first FDA approved excimer laser system to treat vitiligo, a skin disease that, according to the National Vitiligo Foundation, afflicts approximately 1 to 2% of Americans, and to treat eczema, a skin disease that is estimated to afflict 15 million Americans.
With the acquisition of SLT, PhotoMedex now provides contract medical procedures to hospitals, surgi-centers and doctors' offices, offering a wide range of products and services across multiple specialty areas, including dermatology, urology, gynecology, orthopedics, and other surgical specialties. The company is a leader in the development, manufacturing and marketing of medical laser products and services.
SAFE HARBOR STATEMENT
This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The forward-looking statements contained in this release include statements about future financial and operating results and the acquisition of Surgical Laser Technologies, Inc. ("SLT") by PhotoMedex, Inc. ("PhotoMedex").
The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: the risk that SLT's business will not be integrated successfully with that of PhotoMedex, costs related to the merger, risks relating to technology and product development, market acceptance, government regulation and regulatory approval processes, intellectual property rights and litigation, dependence on strategic partners, ability to obtain financing, competitive products and other risks identified in PhotoMedex's and SLT's filings with the SEC. PhotoMedex and SLT are under no obligation to (and expressly disclaim any such obligation to) update or alter these forward-looking statements, whether as a result of new information, future events or otherwise.
In connection with the merger, PhotoMedex filed with the Securities and Exchange Commission ("SEC") a registration statement on Form S-4. The registration statement included a proxy statement of SLT for a meeting of its stockholders at which the merger was approved. The registration statement also served as a prospectus of PhotoMedex with respect to the shares of PhotoMedex to be distributed to stockholders of SLT in the transaction. PhotoMedex and SLT also filed the proxy statement/prospectus with the SEC
In addition to the registration statement and proxy statement/prospectus, both PhotoMedex and SLT file annual, quarterly and other reports, proxy statements, registration statements and other information with the SEC, although SLT will cease filing such reports shortly. You may read and copy any reports, statement or other information filed by PhotoMedex or SLT at the SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the SEC's other public reference rooms in New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Investors and security holders may also obtain a free copy of the proxy statement/prospectus and other documents filed by the companies at the SEC's web site at http://www.sec.gov.
Principals of Fairmount Partners acted as advisors to Surgical Laser Technologies in the transaction.
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