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</TABLE>
HEALTHDYNE TECHNOLOGIES, INC.
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(Name of Registrant as Specified In Its Charter)
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HEALTHDYNE TECHNOLOGIES ANNOUNCES M. WAYNE BOYLSTON
FAVORABLE ISS RECOMMENDATION JULY 22, 1997
(770) 499-1212
FOR IMMEDIATE RELEASE
Marietta, Georgia, July 22, 1997 ---- Healthdyne Technologies, Inc.
(Nasdaq:HDTC) announced today that Institutional Shareholder Services (ISS) has
recommended that its clients vote for Healthdyne's slate of directors at the
Company's annual meeting set for Wednesday, July 30, 1997. Institutional
Shareholder Services, based in Bethesda, Maryland, is recognized as the leading
independent institutional adviser on proxy contests, corporate governance and
related issues.
The ISS recommendation, which is being sent to its clients, said:
"Given the premium of the current trading price of Healthdyne shares to the
Invacare offer and the improving performance of the company, it appears that
Healthdyne's board is functioning properly in accordance with its fiduciary
duty to shareholders. Additionally, the disruption caused by the election of a
majority of dissident nominees could prove detrimental to shareholder
interests. While ISS is concerned with management's use of antitakeover
devices, it appears that the measures were taken to ensure that shareholders
receive more value than is currently provided by the Invacare offer. We
therefore recommend that shareholders support management's slate of nominees."
ISS also recommended that Healthdyne shareholders vote against
Invacare's proposal to permit 10% of the shareholders to call a special
meeting. ISS did, however, recommend that shareholders vote for Invacare's
other proposals.
ISS further recognized the significant problems with Invacare's
proposal to conduct a two-week auction of the Company. ISS stated, "The
'immediate auction mandate' may be somewhat short-sighted, as other
alternatives may prove more valuable to shareholder interests."
"We are very pleased with the ISS report," said Parker H. Petit,
Chairman of the Board. "This highly regarded independent expert has endorsed
the actions taken by the Company's Board and management. ISS does share our
strongly held view that the election of Invacare's nominees could be disruptive
to the Company and detrimental to shareholders."
Healthdyne Technologies designs, manufactures and markets
technologically advanced medical devices for use in the home, as well as other
specialized clinical settings. The Company's products include diagnostic and
therapeutic devices for the evaluation and treatment of sleep disorders,
non-invasive ventilators, oxygen concentrators and medication nebulizers for
the treatment of respiratory disorders, monitors for infants at risk for SIDS,
and products for asthma management.
