Valley Forge Scientific and Synergetics, Inc. Announce Merger Agreement

Valley Forge Scientific and Synergetics, Inc. Announce Merger
Agreement 


OAKS, Pa., May 3  /PRNewswire-FirstCall/ -- Valley Forge Scientific Corp.
(NASDAQ:VLFG)(BSE:VLF) and Synergetics, Inc., a privately-held corporation,
announced today that they have entered into a definitive merger agreement to
combine the two companies. Under the terms of the merger agreement,
Synergetics' shareholders will receive in the aggregate approximately 16
million shares of Valley Forge common stock. Upon completion of the
transaction, Synergetics' former shareholders will represent approximately 66
percent of Valley Forge's outstanding common stock on a fully diluted basis.

For the fiscal year ended September 30, 2004, Valley Forge had revenues of
approximately $4.8 million, and for the fiscal year ended July 31, 2004,
Synergetics had revenues of approximately $16.9 million.  The merger is subject
to satisfaction of a number of closing conditions, including shareholder and
regulatory approvals, and is anticipated to close in the third quarter of 2005.
The closing price of Valley Forge's common stock on April 29, 2005 was $1.90.

Shareholders of Valley Forge holding approximately 35 percent of outstanding
shares of Valley Forge common stock and shareholders of Synergetics holding
approximately 19 percent of shares of Synergetics common stock have agreed to
vote in favor of the merger.

Synergetics and Valley Forge believe that the merger will result in a larger
and stronger company with both the products and the sales and distribution
network to become a greater presence in the medical device industry. The
combined company will have the resources to expand into markets that the
companies on their own would not be able to achieve as rapidly.

Valley Forge Chairman and CEO Jerry L. Malis said, "We believe that this
transaction creates significant value for our shareholders and provides
excellent opportunities for growth for the combined company, which Valley Forge
could not accomplish on its own. Synergetics has an experienced management
team, an established presence in the retina surgery and neurosurgery markets,
as well as other microsurgery markets for medical instrument sales.  The
company also has developed a sales and distribution network, which we are
confident will thrive with Valley Forge's product line. We believe Synergetics'
business complements the existing business of Valley Forge.  We see this as the
right move at the right time for Valley Forge."

Synergetics President and CEO Gregg D. Scheller said, "The combined company
will give us the ability to design, develop, and manufacture electronic based
products and instruments and sell those products directly into the market. 
Valley Forge has a strong brand name in neurosurgery and a broad base of
proprietary products that we expect will benefit substantially under the
domestic and international distribution network that Synergetics has built over
the last 13 years.  The merger will also give the combined company the ability
to develop new products, utilizing Valley Forge's depth of knowledge in
electronics and bipolar electrosurgery and Synergetics' knowledge in disposable
technology."

Pursuant to the merger agreement, management of the new company will consist of
executives of both companies and be led by a management team consisting of
Gregg D. Scheller as President and CEO (currently the CEO of Synergetics),
Jerry L. Malis, as Executive Vice President and Chief Scientific Officer
(currently the CEO and President of Valley Forge) and Kurt W. Gampp, Jr.,
Executive Vice President and COO (currently the Executive Vice President and
COO of Synegetics), and the Board of Directors will be composed of seven
directors, including two current directors of each of Synergetics and Valley
Forge and three additional independent directors. Four of the seven directors
will be independent.

The Boards of Directors of both Valley Forge and Synergetics have approved the
definitive merger agreement. Valley Forge will seek stockholder approval of the
transaction at its annual meeting and Synergetics will hold a special meeting
of shareholders to consider approval of the transaction. The dates of the
shareholder meetings will be announced following completion of initial
regulatory filings.

About Synergetics, Inc.

Synergetics, Inc. is a privately-held corporation that is involved in the
development, manufacture, and sales of durable and disposable instruments for
use in retina surgery, neurosurgery and other microsurgery markets.
Synergetics, Inc. is a vertically integrated manufacturer with an established
distribution network through independent and direct sales organizations selling
its products into more than 60 countries. Synergetics has significant market
presence in retinal surgery instruments and disposables.  Synergetics also
distributes and manufactures proprietary disposables for Sonopet OMNI Surgical
Aspirator in neurosurgery.

About Valley Forge Scientific Corp.

Valley Forge has established itself as a leading developer and manufacturer of
bipolar electrosurgical systems and related instrumentation. Based on its
DualWave(TM) technology, these systems provide surgeons with the ability to
safely cut and coagulate tissue in the most critical areas of the brain and
spinal cord.  Valley Forge's bipolar electrosurgery systems are based on
technology developed in conjunction with Leonard I. Malis, MD, Professor and
Chairman Emeritus of the Mount Sinai School of Medicine Department of
Neurosurgery.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

Valley Forge plans to file with the SEC a Registration Statement on Form S-4 in
connection with the transaction, and Valley Forge and Synergetics plan to file
with the SEC and to mail to their respective stockholders a Joint Proxy
Statement/Prospectus in connection with the transaction. The Registration
Statement and the Joint Proxy Statement/Prospectus will contain important
information about Valley Forge, Synergetics, the transaction and related
matters. Investors and security holders are urged to read the Registration
Statement and the Joint Proxy Statement/Prospectus carefully when they are
available.

These securities may not be sold, nor may offers to buy be accepted, prior to
the time the registration statement becomes effective. This announcement shall
not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.

Investors and security holders will be able to obtain free copies of the
Registration Statement and the Joint Proxy Statement/Prospectus (when
available) and other documents filed with the SEC by Valley Forge through the
web site maintained by the SEC at http://www.sec.gov/.

In addition, investors and security holders will be able to obtain free copies
of the Registration Statement and the Joint Proxy Statement/Prospectus (when
available) and other documents filed with the SEC from Valley Forge by
contacting Investor Relations for Valley Forge at telephone number
610.666.7500.

Valley Forge and Synergetics, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of proxies in
respect of the transactions contemplated by the merger agreement. Information
regarding Valley Forge's directors and executive officers is contained in
Valley Forge's Form 10-K for the year ended September 30, 2004, which is filed
with the SEC and available free of charge as indicated above. The interests of
Valley Forge's and Synergetics' respective directors and executive officers in
the solicitations with respect to the transactions in particular will be more
specifically set forth in the Registration Statement and the 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 will be delayed due to regulatory review or other
factors; (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 Joint Proxy Statement/Prospectus to be
filed by Valley Forge and Synergetics with the SEC. Valley Forge and
Synergetics disclaim any obligation to update any forward-looking statements
after the date of this release.

   FROM:                  COMPANY CONTACT:           E-MAIL: 
   Todd Forte             Jerry Malis                PHONE: [phone]
   Exec. Vice President   CEO and President          FAX:   [phone]
   MCS                    136 Green Tree Rd.,        NASDAQ: VLFG
   [phone]         Ste. 100                   BSE: VLF
                          P.O. Box 1179
                          Oaks, PA 19456


DATASOURCE: Valley Forge Scientific Corp.



CONTACT:  Jerry Malis, CEO and President of Valley Forge Scientific

Corp., [phone], Fax, [phone], ; Todd Forte, Exec.

Vice President, MCS, 1-800-477-9626, for Valley Forge Scientific Corp.

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