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AngioDynamics, Inc. (NASDAQ:ANGO) (“AngioDynamics”),
a leading provider of medical devices for the diagnosis and treatment of
peripheral vascular diseases and other non-coronary diseases, and RITA
Medical Systems, Inc. (NASDAQ:RITA) (“RITA”),
a leading provider of medical oncology devices, today announced the
signing of a definitive agreement whereby AngioDynamics will acquire
RITA for approximately $220 million plus the assumption of approximately
$3.3 million in net debt. The transaction will create a world-class,
diversified medical technology company with a broad line of access,
diagnostic and therapeutic products that enable interventional
physicians and surgeons to treat peripheral vascular diseases and
cancerous tumors.
Excluding transaction-related and one-time integration expenses,
AngioDynamics expects this acquisition to be neutral to its fiscal year
2007 (ending June 2, 2007) earnings and to add approximately $0.05 per
share to its fiscal year 2008 (ending May 31, 2008) diluted GAAP EPS
assuming 25.8 million weighted average diluted shares outstanding. The
Boards of Directors of both companies unanimously approved the
acquisition, which is anticipated to close by the end of the first
calendar quarter of 2007, subject to regulatory review, the approval of
each company’s respective shareholders and
other customary closing conditions.
“This business combination is about growth,
leadership and long-term value creation. The combination of
AngioDynamics and RITA will create a leader in serving the needs of
interventional radiologists, vascular surgeons and other medical
specialties with a compelling product portfolio of exciting technologies,”
said Eamonn P. Hobbs, President and Chief Executive Officer of
AngioDynamics. “Interventional oncology is a
large and growing area for our existing customer base, and RITA’s
leadership position, premium products and excellent reputation fit our
strategy perfectly.”
“RITA’s talented
33-person U.S. sales force targets the same customer base as does
AngioDynamics’ 52-person U.S. sales force
and the companies have virtually no product overlap,”
added Mr. Hobbs. “RITA has a very strong
position in vascular access ports, which are an ideal sales fit with our
Morpheus® CT PICC and the vascular access
port technology we purchased from Medron last May. In addition, our
recently acquired irreversible electroporation (IRE) soft tissue
ablation technology, which AngioDynamics expects to commercialize in
mid-2008, will be complementary to RITA’s
diverse offering of local oncology therapies, which include its
market-leading radiofrequency ablation systems, Habib Sealer™
resection devices and LC Beads™ for tumor
embolization.”
“Once the merger of our two companies is
complete, the current RITA sales organization will remain intact and
will focus on maximizing the opportunity for RITA’s
radiofrequency thermal tumor ablation products and oncological surgical
devices. The current AngioDynamics sales force will take on
responsibility for RITA’s specialty access
catheter business, which we believe will be a seamless transition. We
also look forward to leveraging RITA’s
10-person direct sales force in the U.K., Germany and France to sell
AngioDynamics’ products.”
Mr. Hobbs continued, “With respect to
financial performance, for the 52-weeks ended August 31, 2006 the two
organizations recognized more than $132 million in combined pro forma
revenues. While we intend to keep RITA’s
experienced sales, marketing, R&D and operational teams virtually
intact, we anticipate cost savings of at least $9 million annually from
the elimination of duplicate public company, corporate and certain
trade-show expenses. In addition, we expect to receive cash tax benefits
exceeding $30 million in aggregate over the next 16 years from the
utilization of RITA’s federal net operating
loss carry-forwards. We expect this cash tax benefit to be approximately
$1.8 million for the fiscal year ending June 2, 2007, $7.1 million for
the fiscal year ending May 31, 2008 and $7.1 million for the fiscal year
ending May 30, 2009. Clearly, this is an outstanding business
opportunity for AngioDynamics from both strategic and financial
perspectives, with very low integration risks,”
concluded Mr. Hobbs.
Joseph DeVivo, President and Chief Executive Officer of RITA Medical
Systems, said, “AngioDynamics has
established itself as a leader in developing, manufacturing and
marketing innovative products for the diagnosis and treatment of
peripheral vascular diseases, and has earned the respect of
interventional radiologists and vascular surgeons for its commitment to
its customers. The transaction creates compelling value for the RITA
shareholders today and into the future as RITA shareholders will become
significant equity owners of AngioDynamics and participate in its future
success. I believe having RITA become a part of AngioDynamics is the
best way to continue the vision of creating a successful franchise in
medical device oncology.”
Acquisition Terms
Under the terms of the merger agreement, each common share of RITA will
be exchanged for (i) 0.1722 (the “Exchange
Ratio”) of an AngioDynamics common share and
(ii) a specified amount of cash based on AngioDynamics’
average closing stock price for the 10-day period ending three business
days prior to the date of the shareholder meetings (the “ANGO
Stock Price”). If the ANGO Stock Price is
between $18.18 and $27.29 per share, each common share of RITA will
receive an amount of cash such that the total stock and cash
consideration is equal to $4.70 per RITA share. If the ANGO Stock Price
is below $18.18 per share, RITA common shareholders will receive the
equity consideration and $1.57 in cash per RITA share. If the ANGO Stock
Price is greater than $27.29 per share, RITA shareholders will receive
only the equity consideration.
All RITA outstanding options and warrants will be exercisable for the
same consideration payable to RITA common shareholders upon exercise of
the option or warrant. Based on the Exchange Ratio, AngioDynamics
expects to issue approximately 7.86 million common shares in the
transaction and to issue an additional approximately 1.91 million common
shares upon exercise of RITA options and warrants. Upon closing the
transaction, it is anticipated that RITA security holders will own
approximately 34.5% of AngioDynamics on a fully diluted treasury stock
method basis. The transaction is intended to qualify as a tax-free
reorganization.
Following the closing of the transaction, the Board of Directors of
AngioDynamics will include three members of the current RITA Board of
Directors.
Cain Brothers & Company, LLC acted as exclusive financial advisor to
AngioDynamics. Skadden, Arps, Slate, Meagher & Flom LLP is acting as
legal counsel to AngioDynamics in this transaction.
Piper Jaffray & Co. acted as lead financial advisor and C.E. Unterberg,
Towbin, LLC acted as co-financial advisor to RITA in connection with the
transaction. Heller Ehrman LLP is acting as legal counsel to RITA in
this transaction.
Conference Call and Presentation
AngioDynamics and RITA management will host a conference call including
slide presentation to discuss this announcement today, November 28
beginning at 11:30 a.m. Eastern time. To participate in the call, please
dial (800) 798-2801 from the U.S. or (617) 614-6205 from outside the
U.S. The passcode is 72096391. Slides that accompany management's
presentation will be available at http://investor.angiodynamics.com/.
A telephone replay of the call will be available from 1:30 p.m. Eastern
time on November 28, 2006 through 11:59 p.m. Eastern time on November
30, 2006 by dialing (888) 286-8010 (domestic) or (617) 801-6888
(international) and entering conference ID number 36392819.
In addition, individuals can listen to the call by visiting the investor
relations portion of the AngioDynamics web site at http://investor.angiodynamics.com/.
A recording of the call, along with the slide presentation, will be
archived there for 12 months.
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 web site 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 Rita's Form 10-K for the year
ended December 31, 2005: 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 intend to file relevant materials with the
Securities and Exchange Commission (“SEC”),
including a registration statement on Form S-4 that will contain a
prospectus and a joint proxy statement. INVESTORS AND SECURITY HOLDERS
OF ANGIODYNAMICS AND RITA ARE URGED TO READ THE MATERIALS WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
ANGIODYNAMICS, RITA AND THE ACQUISITION. The proxy statement, prospectus
and other relevant materials (when they become available), 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
when they become available 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
when it becomes available.
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.
AngioDynamics, Inc. (NASDAQ:ANGO) ("AngioDynamics"), a leading
provider of medical devices for the diagnosis and treatment of
peripheral vascular diseases and other non-coronary diseases, and RITA
Medical Systems, Inc. (NASDAQ:RITA) ("RITA"), a leading provider of
medical oncology devices, today announced the signing of a definitive
agreement whereby AngioDynamics will acquire RITA for approximately
$220 million plus the assumption of approximately $3.3 million in net
debt. The transaction will create a world-class, diversified medical
technology company with a broad line of access, diagnostic and
therapeutic products that enable interventional physicians and
surgeons to treat peripheral vascular diseases and cancerous tumors.
Excluding transaction-related and one-time integration expenses,
AngioDynamics expects this acquisition to be neutral to its fiscal
year 2007 (ending June 2, 2007) earnings and to add approximately
$0.05 per share to its fiscal year 2008 (ending May 31, 2008) diluted
GAAP EPS assuming 25.8 million weighted average diluted shares
outstanding. The Boards of Directors of both companies unanimously
approved the acquisition, which is anticipated to close by the end of
the first calendar quarter of 2007, subject to regulatory review, the
approval of each company's respective shareholders and other customary
closing conditions.
"This business combination is about growth, leadership and
long-term value creation. The combination of AngioDynamics and RITA
will create a leader in serving the needs of interventional
radiologists, vascular surgeons and other medical specialties with a
compelling product portfolio of exciting technologies," said Eamonn P.
Hobbs, President and Chief Executive Officer of AngioDynamics.
"Interventional oncology is a large and growing area for our existing
customer base, and RITA's leadership position, premium products and
excellent reputation fit our strategy perfectly."
"RITA's talented 33-person U.S. sales force targets the same
customer base as does AngioDynamics' 52-person U.S. sales force and
the companies have virtually no product overlap," added Mr. Hobbs.
"RITA has a very strong position in vascular access ports, which are
an ideal sales fit with our Morpheus(R) CT PICC and the vascular
access port technology we purchased from Medron last May. In addition,
our recently acquired irreversible electroporation (IRE) soft tissue
ablation technology, which AngioDynamics expects to commercialize in
mid-2008, will be complementary to RITA's diverse offering of local
oncology therapies, which include its market-leading radiofrequency
ablation systems, Habib Sealer(TM) resection devices and LC Beads(TM)
for tumor embolization."
"Once the merger of our two companies is complete, the current
RITA sales organization will remain intact and will focus on
maximizing the opportunity for RITA's radiofrequency thermal tumor
ablation products and oncological surgical devices. The current
AngioDynamics sales force will take on responsibility for RITA's
specialty access catheter business, which we believe will be a
seamless transition. We also look forward to leveraging RITA's
10-person direct sales force in the U.K., Germany and France to sell
AngioDynamics' products."
Mr. Hobbs continued, "With respect to financial performance, for
the 52-weeks ended August 31, 2006 the two organizations recognized
more than $132 million in combined pro forma revenues. While we intend
to keep RITA's experienced sales, marketing, R&D and operational teams
virtually intact, we anticipate cost savings of at least $9 million
annually from the elimination of duplicate public company, corporate
and certain trade-show expenses. In addition, we expect to receive
cash tax benefits exceeding $30 million in aggregate over the next 16
years from the utilization of RITA's federal net operating loss
carry-forwards. We expect this cash tax benefit to be approximately
$1.8 million for the fiscal year ending June 2, 2007, $7.1 million for
the fiscal year ending May 31, 2008 and $7.1 million for the fiscal
year ending May 30, 2009. Clearly, this is an outstanding business
opportunity for AngioDynamics from both strategic and financial
perspectives, with very low integration risks," concluded Mr. Hobbs.
Joseph DeVivo, President and Chief Executive Officer of RITA
Medical Systems, said, "AngioDynamics has established itself as a
leader in developing, manufacturing and marketing innovative products
for the diagnosis and treatment of peripheral vascular diseases, and
has earned the respect of interventional radiologists and vascular
surgeons for its commitment to its customers. The transaction creates
compelling value for the RITA shareholders today and into the future
as RITA shareholders will become significant equity owners of
AngioDynamics and participate in its future success. I believe having
RITA become a part of AngioDynamics is the best way to continue the
vision of creating a successful franchise in medical device oncology."
Acquisition Terms
Under the terms of the merger agreement, each common share of RITA
will be exchanged for (i) 0.1722 (the "Exchange Ratio") of an
AngioDynamics common share and (ii) a specified amount of cash based
on AngioDynamics' average closing stock price for the 10-day period
ending three business days prior to the date of the shareholder
meetings (the "ANGO Stock Price"). If the ANGO Stock Price is between
$18.18 and $27.29 per share, each common share of RITA will receive an
amount of cash such that the total stock and cash consideration is
equal to $4.70 per RITA share. If the ANGO Stock Price is below $18.18
per share, RITA common shareholders will receive the equity
consideration and $1.57 in cash per RITA share. If the ANGO Stock
Price is greater than $27.29 per share, RITA shareholders will receive
only the equity consideration.
All RITA outstanding options and warrants will be exercisable for
the same consideration payable to RITA common shareholders upon
exercise of the option or warrant. Based on the Exchange Ratio,
AngioDynamics expects to issue approximately 7.86 million common
shares in the transaction and to issue an additional approximately
1.91 million common shares upon exercise of RITA options and warrants.
Upon closing the transaction, it is anticipated that RITA security
holders will own approximately 34.5% of AngioDynamics on a fully
diluted treasury stock method basis. The transaction is intended to
qualify as a tax-free reorganization.
Following the closing of the transaction, the Board of Directors
of AngioDynamics will include three members of the current RITA Board
of Directors.
Cain Brothers & Company, LLC acted as exclusive financial advisor
to AngioDynamics. Skadden, Arps, Slate, Meagher & Flom LLP is acting
as legal counsel to AngioDynamics in this transaction.
Piper Jaffray & Co. acted as lead financial advisor and C.E.
Unterberg, Towbin, LLC acted as co-financial advisor to RITA in
connection with the transaction. Heller Ehrman LLP is acting as legal
counsel to RITA in this transaction.
Conference Call and Presentation
AngioDynamics and RITA management will host a conference call
including slide presentation to discuss this announcement today,
November 28 beginning at 11:30 a.m. Eastern time. To participate in
the call, please dial (800) 798-2801 from the U.S. or (617) 614-6205
from outside the U.S. The passcode is 72096391. Slides that accompany
management's presentation will be available at
http://investor.angiodynamics.com/.
A telephone replay of the call will be available from 1:30 p.m.
Eastern time on November 28, 2006 through 11:59 p.m. Eastern time on
November 30, 2006 by dialing (888) 286-8010 (domestic) or (617)
801-6888 (international) and entering conference ID number 36392819.
In addition, individuals can listen to the call by visiting the
investor relations portion of the AngioDynamics web site at
http://investor.angiodynamics.com/. A recording of the call, along
with the slide presentation, will be archived there for 12 months.
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(R) 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 web site 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 Rita's Form
10-K for the year ended December 31, 2005: 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 intend to file relevant
materials with the Securities and Exchange Commission ("SEC"),
including a registration statement on Form S-4 that will contain a
prospectus and a joint proxy statement. INVESTORS AND SECURITY HOLDERS
OF ANGIODYNAMICS AND RITA ARE URGED TO READ THE MATERIALS WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
ANGIODYNAMICS, RITA AND THE ACQUISITION. The proxy statement,
prospectus and other relevant materials (when they become available),
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 when they become available 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 when it becomes available.
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.