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AngioDynamics, Inc. (NASDAQ:ANGO) and RITA Medical Systems, Inc.
(NASDAQ:RITA) announced today that the applicable waiting periods under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in
connection with AngioDynamics’ proposed
acquisition of RITA had expired.
The expiration of the Hart-Scott-Rodino waiting period satisfies one of
the conditions to AngioDynamics’ acquisition
of RITA. Consummation of the merger, which is expected to occur on or
about January 29, 2007, remains subject to other customary closing
conditions, including, without limitation, the approval of the adoption
of the merger agreement by holders of RITA's common stock, and the
approval of the issuance of AngioDynamics common stock pursuant to the
merger agreement by holders of AngioDymnamics’
common stock. The stockholder meetings of AngioDynamics and RITA are
scheduled for 9:00 a.m. PST on January 29, 2007 in Fremont, California.
About AngioDynamics
AngioDynamics, Inc. is a leading provider of innovative medical devices
used by interventional radiologists, vascular surgeons and other
physicians for the minimally invasive diagnosis and treatment of
peripheral vascular disease. AngioDynamics designs, develops,
manufactures and markets a broad line of therapeutic and diagnostic
devices that enable interventional physicians, such as interventional
radiologists, vascular surgeons and others, to treat peripheral vascular
diseases and other non-coronary diseases. The company's diverse product
line includes angiographic products and accessories, dialysis products,
vascular access products, PTA products, drainage products, thrombolytic
products and venous products. More information is available at www.angiodynamics.com.
About RITA Medical Systems
RITA Medical Systems develops, manufactures and markets innovative
products that provide local oncology therapy options for cancer patients
including radiofrequency ablation (RFA) systems and embolization
products for treating cancerous tumors, as well as percutaneous vascular
and spinal access systems for systemic treatments. The company's
oncology product lines include implantable ports, some of which feature
its proprietary Vortex® technology; tunneled
central venous catheters; and safety infusion sets and peripherally
inserted central catheters used primarily in cancer treatment protocols.
The company's complete line of radiofrequency products also includes the
Habib 4X resection device and will include the new Laparoscopic Habib 4X
resection device, both of which are designed to coagulate highly
vascularized tissue to facilitate a fast dissection in order to minimize
blood loss and blood transfusion during surgery. The proprietary RITA
RFA system uses radiofrequency energy to heat tissue to a sufficiently
high temperature to ablate it or cause cell death. In March 2000, RITA
became the first RFA company to receive specific FDA clearance for
unresectable liver lesions in addition to its previous general FDA
clearance for the ablation of soft tissue. In October 2002, RITA became
the first company to receive specific FDA clearance for the palliation
of pain associated with metastatic lesions involving bone. The company
also distributes LC Bead embolic microspheres in the United States. The
LC Bead microspheres are injected into selected vessels to block the
blood flow feeding a tumor, causing it to shrink over time, and are
often used in combination with RFA. The RITA Medical Systems website is
at www.ritamedical.com.
Forward-Looking Statements
This release includes “forward-looking
statements” intended to qualify for the safe
harbor from liability established by the Private Securities Litigation
Reform Act of 1995. You can identify these statements by the fact that
they do not relate strictly to historical or current facts. These
statements contain words such as “may,”
“will,” “predict,”
"project," “might,”
“expect,” “believe,”
“anticipate,”
"plan," “intend,”
"potential," “could,”
“would,”
"should," “estimate,”
"seek," “continue,”
“pursue,” or
"our future success depends," or the negative or other variations
thereof or comparable terminology. In particular, they include
statements relating to, among other things, future actions, strategies,
future performance, future financial results of AngioDynamics and RITA
and AngioDynamics' anticipated acquisition of RITA. These
forward-looking statements are based on current expectations and
projections about future events.
Investors are cautioned that forward-looking statements are not
guarantees of future performance or results and involve risks and
uncertainties that cannot be predicted or quantified and, consequently,
the actual performance or results of AngioDynamics and RITA may differ
materially from those expressed or implied by such forward-looking
statements. Such risks and uncertainties include, but are not limited
to, the following factors as well as other factors described from time
to time in our reports filed with the Securities and Exchange
Commission, including AngioDynamics' Form 10-K for the fiscal year ended
June 3, 2006 (the "Angio 2006 10-K") and Form 10-Q for the quarter ended
December 2, 2006 and RITA’s Form 10-K for
the year ended December 31, 2005 and Form 10-Q for the quarter ended
September 30, 2006: financial community and rating agency perceptions of
AngioDynamics and RITA; the effects of economic, credit and capital
market conditions on the economy in general, and on medical device
companies in particular; the ability to timely and cost-effectively
integrate RITA into AngioDynamics' operations; domestic and foreign
health care reforms and governmental laws and regulations; third-party
relations and approvals, technological advances and patents attained by
competitors; and challenges inherent in new product development,
including obtaining regulatory approvals.
Any forward-looking statements are made pursuant to the Private
Securities Litigation Reform Act of 1995 and, as such, speak only as of
the date made. AngioDynamics and RITA disclaim any obligation to update
the forward-looking statements. You are cautioned not to place undue
reliance on these forward-looking statements which speak only as of the
date stated, or if no date is stated, as of the date of this press
release.
Additional Information about the Acquisition and Where to Find It
In connection with AngioDynamics' proposed acquisition of RITA (the “Acquisition”),
RITA and AngioDynamics have filed relevant materials with the Securities
and Exchange Commission (“SEC”),
including a registration statement on Form S-4 that contains a
prospectus and a joint proxy statement. INVESTORS AND SECURITY HOLDERS
OF ANGIODYNAMICS AND RITA ARE URGED TO READ THE MATERIALS BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT ANGIODYNAMICS, RITA AND THE
ACQUISITION. The proxy statement, prospectus and other relevant
materials, and any other documents filed by AngioDynamics or RITA with
the SEC, may be obtained free of charge at the SEC’s
web site at www.sec.gov. In addition,
investors and security holders may obtain free copies of the documents
filed with the SEC by AngioDynamics or RITA by directing a written
request to: AngioDynamics, Inc., 603 Queensbury Avenue, Queensbury, New
York 12804, Attention: Chief Financial Officer or RITA Medical Systems,
Inc., 46421 Landing Parkway, Fremont, California 94538, Attention:
Corporate Secretary. Investors and security holders are urged to read
the proxy statement, prospectus and the other relevant materials before
making any voting or investment decision with respect to the Acquisition.
AngioDynamics, RITA and their respective executive officers and
directors may be deemed to be participants in the solicitation of
proxies from the stockholders of RITA and AngioDynamics in connection
with the Acquisition. Information about those executive officers and
directors of AngioDynamics and their ownership of AngioDynamics common
stock is set forth in the Angio 2006 10-K, and the proxy statement for
AngioDynamics' 2006 Annual Meeting of Stockholders, which was filed with
the SEC on September 22, 2006. Information about the executive officers
and directors of RITA and their ownership of RITA common stock is set
forth in the proxy statement for RITA's 2006 Annual Meeting of
Stockholders, which was filed with the SEC on April 28, 2006. Investors
and security holders may obtain additional information regarding the
direct and indirect interests of AngioDynamics, RITA and their
respective executive officers and directors in the Acquisition by
reading the proxy statement and prospectus regarding the Acquisition.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.