Valley Forge Scientific (NASDAQ:VLFG)
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Valley Forge Scientific Corp. and Synergetics, Inc. Announce
Progress Toward Completion of Pending Merger Transaction
OAKS, Pa. and ST. CHARLES, Mo., June 10 /PRNewswire-FirstCall/ -- Valley Forge
Scientific Corp. (NASDAQ:VLFG)(BSE:VLF) and Synergetics, Inc., a privately-held
corporation, announced today that Valley Forge's Form S-4 registration
statement for the pending merger transaction between the parties was filed with
the Securities and Exchange Commission (SEC) on June 3, 2005. The merger
remains subject to satisfaction of a number of additional closing conditions
including the effectiveness of the Form S-4 registration statement and the
necessary shareholder approvals. The merger is anticipated to close in the
third calendar quarter of 2005.
Pursuant to the merger, Synergetics' shareholders will be entitled to receive
15,973,912 shares of Valley Forge common stock, or approximately 66% of the
combined company's outstanding shares on a fully diluted basis. The companies
believe that the combination of the complementary, non-overlapping product
lines and distribution networks of the two companies will result in a combined
company that can generate improved long-term operating and financial results
and establish a stronger competitive position in the industry. They further
believe that the combination of Synergetics' unique capabilities in the design
and manufacture of microsurgical hand instruments and Valley Forge's unique
capabilities in bipolar electrosurgical generators will provide the combined
company with the ability to broaden the markets for products of both entities
and increase its penetration in existing markets.
Upon completion of the merger, Gregg D. Scheller, the current President and
Chief Executive Officer of Synergetics, will be the President and Chief
Executive Officer of the combined company. Kurt W. Gampp, Jr., the current
Chief Operating Officer of Synergetics, will be the Chief Operating Officer of
the combined company. Jerry L. Malis, the current Chief Executive Officer of
Valley Forge, will be the Executive Vice President and Chief Scientific Officer
of the combined company.
In addition, Synergetics has hired Pamela G. Boone, who has public company
experience, to serve as its Chief Financial Officer. Ms. Boone joined
Synergetics in May 2005 from Maverick Tube Corporation, a Missouri-based
company and leading North American producer of welded tubular steel products
used in energy and industrial applications, where she most recently served as
Vice President, Treasurer and acting Chief Financial Officer. Ms. Boone will
serve as the combined company's Chief Financial Officer following the merger.
About Synergetics, Inc.
Synergetics designs, manufactures and markets medical devices for use in
ophthalmic surgery and neurosurgery. Synergetics' products are designed and
manufactured to support micro or minimally invasive surgical procedures. In
addition to Synergetics' surgical devices and equipment, it also designs and
manufacturers disposable and non-disposable supplies and accessories for use
with such devices and equipment. Synergetics sells its products primarily to
hospitals, clinics and surgeons in approximately 70 countries.
About Valley Forge Scientific
Valley Forge is a medical device company that develops, manufactures and sells
medical devices for use in surgery and other healthcare applications. Its core
business involves the sale of bipolar electrosurgical generators and other
generators, based on its DualWave(TM) technology, and complementary
instrumentation and disposable products. Their current line of products is
used in neurosurgery, spine surgery, pain control and in dental applications.
IMPORTANT ADDITIONAL INFORMATION FILED OR TO BE FILED WITH THE SEC
As stated above, Valley Forge has filed with the SEC a registration statement
on Form S-4 (Registration No. 333-125521) containing a preliminary joint proxy
statement/prospectus regarding the proposed transaction. This material is not
a substitute for the definitive joint proxy statement/prospectus that Valley
Forge will file with the SEC in connection with the transaction. Investors and
security holders are urged to read the definitive joint proxy
statement/prospectus, which will contain important information including
detailed risk factors, when it becomes available.
Investors and security holders will be able to obtain free copies of the
definitive joint proxy statement/prospectus (when available) and other
documents filed with the SEC by Valley Forge through the website maintained by
the SEC at http://www.sec.gov/. In addition, investors and security holders
will be able to obtain free copies of the definitive joint proxy
statement/prospectus (when available) and other documents filed with the SEC
from Valley Forge by contacting Investor Relations for Valley Forge at
610-666-7500, or from Synergetics by contacting Pamela G. Boone, Chief
Financial Officer, at 636-939-5100.
Valley Forge and Synergetics, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of proxies with
respect to the proposed transaction. The interests of Valley Forge's and
Synergetics' respective directors and executive officers in the solicitations
with respect to the transaction will be more specifically set forth in the
definitive joint proxy statement/prospectus to be filed with the SEC, which
will be available free of charge as indicated above.
Forward-Looking Statements
Some statements in this announcement may be "forward-looking statements" for
the purposes of the Private Securities Litigation Reform Act of 1995. In some
cases, forward-looking statements can be identified by words such as "believe,"
"expect," "anticipate," "plan," "potential," "continue" or similar expressions.
Such forward-looking statements are based upon current expectations and
beliefs and are subject to a number of factors. These forward-looking
statements are subject to risks and uncertainties that may cause actual results
to differ materially from those indicated in the forward- looking statements,
including but not limited to: (i) the possibility that the transaction will not
close or that the closing may be delayed, (ii) the challenges and costs of
combining the operations and personnel of Synergetics with Valley Forge; (iii)
the ability to attract and retain highly qualified employees; (iv) competitive
factors, including pricing pressures; (v) reaction of customers of Valley Forge
and Synergetics and end-users of their products and related risks of
maintaining pre-existing relationships of Valley Forge and Synergetics; (vi)
fluctuating currency exchange rates; (vii) adverse changes in general economic
or market conditions; and (viii) other one-time events and other important
factors disclosed previously and from time to time in Valley Forge's filings
with the SEC and to be more specifically set forth in the definitive joint
proxy statement/prospectus to be filed by Valley Forge with the SEC. Valley
Forge and Synergetics disclaim any obligation to update any forward-looking
statements after the date of this release to reflect new information, future
events or otherwise.
VALLEY FORGE SCIENTIFIC CORP.
136 Green Tree Road
Suite 100
Oaks, Pennsylvania 19456
(610) 666-7500
http://www.vlfg.com/
Attn: Jerry L. Malis, President and CEO
SYNERGETICS, INC.
3845 Corporate Centre Drive
St. Charles, Missouri 63304
(636) 939-5100
http://www.synergeticsusa.com/
Attn: Pamela G. Boone, Chief Financial Officer
DATASOURCE: Valley Forge Scientific Corp.; Synergetics, Inc.
CONTACT: Jerry L. Malis, President and CEO of Valley Forge Scientific
Corp., +1-610-666-7500; Pamela G. Boone, Chief Financial Officer of
Synergetics, Inc., +1-636-939-5100
Web site: http://www.vlfg.com/
http://www.synergeticsusa.com/