HealthTronics Proposes Acquisition of Endocare for $2.28 Per Share in Cash

  
    
  
  
    
      HealthTronics, Inc. (NASDAQ:HTRN), announced today that it has made a 
      proposal to the Endocare, Inc. Board of Directors to acquire all of the 
      outstanding common shares of Endocare (NASDAQ: ENDO) for $2.28 for each 
      outstanding common share of Endocare, payable in cash.
    
    
      The proposal represents a 20% premium above Endocare’s 
      closing stock price on August 6, 2008.
    
    
      Commenting on the proposal, James Whittenburg, President and Chief 
      Executive Officer of HealthTronics, stated: “After 
      carefully considering Endocare’s recent 
      performance, balance sheet and comments during Endocare’s 
      earnings call today, HealthTronics believes that its proposal to 
      purchase Endocare’s outstanding shares 
      represents a significant premium that reflects HealthTronics’ 
      unique ability to better leverage Endocare’s 
      technology and assets.
    
    
      “HealthTronics’ 
      management agrees with Endocare’s 
      characterization of the critical role HealthTronics plays in Endocare’s 
      growth potential. As a result, HealthTronics believes that Endocare’s 
      technology possesses its greatest value as an integral part of 
      HealthTronics’ portfolio of products and 
      services. The greater control over promotion, costs, margin and 
      distribution makes possible the attractive proposal HealthTronics has 
      submitted for consideration by Endocare’s 
      Board. We look forward to Endocare’s response 
      to our proposal.”
    
    
      Below is the text of the letter that HealthTronics sent to Endocare’s 
      Board of Directors:
    
    
      
        
           
        
      
      
        
          August 6, 2008
        
      
      
        
           
        
      
      
        
          Board of Directors
        
      
      
        
          Endocare, Inc.
        
      
      
        
          201 Technology Drive
        
      
      
        
          Irvine, CA 92618
        
      
      
        
           
        
      
      
        
          Dear Members of the Board:
        
      
      
        
           
        
      
      
        
          I am writing on behalf of the Board of Directors of HealthTronics, 
          Inc. to make a proposal for a business combination of HealthTronics 
          and Endocare. Under our proposal, HealthTronics would acquire all of 
          the outstanding shares of Endocare common stock for $2.28 per share, 
          payable in cash. Our proposal represents a 20% premium above the 
          closing price of Endocare common stock on August 6, 2008. We believe 
          this proposal represents a compelling value realization event for 
          your stockholders.
        
      
      
        
           
        
      
      
        
          We agree with Endocare's characterization of the critical role 
          HealthTronics plays in Endocare's growth potential. As a result, we 
          believe that Endocare's technology possesses its greatest value as 
          an integral part of HealthTronics' portfolio of products and 
          services.
        
      
      
        
           
        
      
      
        
          Our proposal is subject to the negotiation of a definitive merger 
          agreement and our having the opportunity to conduct certain limited 
          and confirmatory due diligence.
        
      
      
        
           
        
      
      
        
          In light of the significance of this proposal to your stockholders 
          and ours, as well as the potential for selective disclosures, our 
          intention is to publicly release the text of this letter.
        
      
      
        
           
        
      
      
        
          My leadership team and I will make ourselves available to meet with 
          you to discuss all aspects of our proposal and answer any questions 
          you may have at your earliest convenience.
        
      
      
        
           
        
      
      
        
          We very much look forward to your prompt reply.
        
      
      
        
          Very truly yours,
        
      
      
        
           
        
      
      
        
          /s/ James S. B. Whittenburg
        
      
      
        
           
        
      
      
        
          James S. B Whittenburg
        
      
      
        
          President and Chief Executive Officer
        
      
      
        
           
        
      
    
    
    
    
      About HealthTronics, Inc.
    
    
      HealthTronics is a premier urology company providing an exclusive suite 
      of healthcare services and technology including urologist partnership 
      opportunities, surgical and capital equipment, maintenance services 
      offerings, and anatomical pathology services. For more information, 
      visit www.healthtronics.com.
    
    
      Statements by the Company's management in this press release that are 
      not strictly historical, including statements regarding plans, 
      objectives and future financial performance, are "forward-looking" 
      statements that are made pursuant to the safe harbor provisions of the 
      Private Securities Litigation Reform Act of 1995. In particular, 
      statements in this press release regarding future outlook or future 
      revenue growth are forward-looking statements. Although HealthTronics 
      believes that the expectations reflected in the forward-looking 
      statements in this press release are reasonable, no assurance can be 
      given that the expectations will prove to be correct. Factors that could 
      cause actual results to differ materially from HealthTronics' 
      expectations include, among other things, HealthTronics’ 
      ability to achieve the synergies and value creation contemplated by the 
      proposed transaction, HealthTronics’ ability 
      to timely and effectively integrate the business of Endocare, the timing 
      to consummate the proposed transaction, the timing of obtaining and any 
      necessary actions to obtain regulatory and other approvals, the 
      existence of demand for and acceptance of HealthTronics' products and 
      services, maintaining relationships with physicians and hospitals, 
      governmental regulations and changes thereto, regulatory approvals, 
      economic conditions, the impact of competition and pricing, successful 
      integration of acquired businesses, financing efforts and other factors 
      described from time to time in HealthTronics' periodic filings with the 
      Securities and Exchange Commission.
    
    
      The statements in this press release are made as of the date of this 
      press release, even if the press release is subsequently made available 
      by the Company on its web site or otherwise. The Company does not assume 
      any obligation to update the forward-looking statements provided herein 
      to reflect events that occur or circumstances that exist after the date 
      hereof.