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FOR IMMEDIATE RELEASE
JOMED N.V. ANNOUNCES CONSUMMATION OF
SECOND STEP MERGER WITH ENDOSONICS CORPORATION
Beringen/Switzerland, September 22, 2000. European medical-technology company
JOMED N.V. (SWX: JOM) announced today that on September 21, 2000, pursuant to an
Agreement and Plan of Merger, dated as of August 5, 2000, by and among JOMED
N.V., JOMED Acquisition Corp., a wholly-owned subsidiary of JOMED N.V. and
EndoSonics Corporation (NASDAQ: ESON), JOMED Acquisition Corp. has merged with
and into EndoSonics resulting in EndoSonics becoming a wholly-owned subsidiary
of JOMED N.V.
JOMED also announced that, as a result of the merger, any outstanding shares of
EndoSonics common stock (other than shares for which appraisal is sought under
applicable provisions of Delaware law) not accepted for payment in connection
with JOMED's tender offer for EndoSonics' common stock at $11.00 per share in
cash, would be converted into the right to receive $11.00 per share in cash,
upon presentation to ChaseMellon Shareholder Services L.L.C., the paying agent
for the tender offer, of appropriate documentation by the holder of any such
EndoSonics shares. ChaseMellon will mail to non-tendering stockholders
materials to be used to exchange EndoSonics stock certificates for such payment.
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JOMED is the leading European developer and manufacturer of stents for
interventional cardiology. It currently offers a range of more than 600
products in more that 60 countries. In 1999, JOMED achieved a turnover of
EUR 43.7 million (US$39.5 million) and a net profit of EUR 2.1 million
(US$1.9 million). In the first half of 2000, JOMED increased its turnover by
51% and net profit by 178%. As a result of the acquisition of EndoSonics, JOMED
intends to become a world leader among the suppliers of innovative products for
minimally invasive interventions in blood vessels.
EndoSonics Corporation, headquartered in Rancho Cordova, California, is a
leading developer, manufacturer and marketer of intravascular ultrasound (IVUS)
imaging products, angioplasty catheters, and functional assessment products to
assist in the diagnosis and treatment of cardiovascular and peripheral vascular
disease.
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Credit Suisse First Boston is acting as exclusive financial advisor to JOMED in
connection with the acquisition and the related financing and as dealer manager
for the tender offer.
U.S. Bancorp Piper Jaffray Inc. acted as exclusive financial advisor to
EndoSonics in this transaction and rendered a fairness opinion.
Except for the historical information contained herein, the matters discussed
in this press release are forward-looking statements, the accuracy of which is
necessarily subject to risks and uncertainties. Actual results may differ
significantly from the discussion of such matters in the forward-looking
statements. Factors that may cause such difference include, but are not limited
to, those factors set forth in EndoSonics' Annual Report on Form 10-K for the
year ended December 31, 1999, and other filings from time to time with the
Securities and Exchange Commission.
Contact:
JOMED N.V.
Antti Rissinmas Tor Peters
Chief Financial Officer Chief Executive Officer
phone +46-42-490-6034 phone +41-52-674-8506
EndoSonics Corporation
Kim Kelderman Morgan-Walke Associates, Inc.
Managing Director-Local Contact Jim Byers, Danielle Scheg
phone +916-638-8008 (Investor Relations)
Christopher Katia (Media)
phone +415-296-7383
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