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</TABLE>
HEALTHDYNE TECHNOLOGIES, INC.
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HEALTHDYNE TECHNOLOGIES WINS M. Wayne Boylston
LITIGATION WITH INVACARE; --------------------------
CONTINUES EXPLORING VALUE CONTACT
ENHANCING ALTERNATIVES; AND July 7, 1997
EXPECTS TO REPORT STRONG --------------------------
SECOND QUARTER RESULTS RELEASE DATE
(770) 499-1212
--------------------------
PHONE
FOR IMMEDIATE RELEASE
Marietta, Georgia, July 7, 1997 - - Healthdyne Technologies, Inc.
(Nasdaq: HDTC) said the Federal District Court in Atlanta upheld the continuing
directors provision of its Shareholder Rights Plan and invalidated Invacare's
proposed bylaw amendment designed to circumvent that provision. Under the
continuing directors provision, only the current Board of Directors can redeem
or amend the Rights Plan.
The Court ruled that Invacare failed to show a substantial likelihood
of succeeding on the merits of its claim that the continuing directors
provision is invalid and concluded that Healthdyne has not breached its
fiduciary duties as set forth by Georgia law. The Court also held that
Invacare's proposed bylaw would infringe upon the Board's discretion under
Georgia law to determine the terms of a Shareholder Rights Plan and therefore
may not be submitted to shareholders for a vote at the Annual Meeting. Invacare
has filed a notice of its intention to appeal the Court's decision and is
seeking to appeal on an expedited basis.
"We are extremely pleased by the Court's decision," said Parker H.
Petit, Chairman of Healthdyne Technologies. "Now, Invacare, even if it wins the
proxy contest, can't eliminate our Shareholder Rights Plan to facilitate its
grossly inadequate tender offer. We believe Judge Cooper's ruling enhances the
ability of our Board of Directors to continue to increase shareholder value."
<PAGE> 3
Mr. Petit also said that the Company's litigation victory would have
no effect on the continued exploration of possible alternatives for further
increasing shareholder value as previously announced on June 23. "We are
actively pursuing alternatives to the Invacare offer," Mr. Petit said. "While
nothing is certain, we hope to announce a value enhancing transaction in the
next several weeks."
Healthdyne also said it plans to report strong operating results for
the second quarter of 1997. "We believe our second quarter results will reflect
the continuing revenue and profit momentum coming from our new higher
profit-margin products," said Craig B. Reynolds, the Company's President and
Chief Executive Officer. "We expect this momentum to continue as we introduce
more new products later in 1997 and in 1998."
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.
This press release contains forward-looking statements that involve
risks and uncertainties, including developments in the healthcare industry,
development and introduction of new products on a timely basis, favorable
resolution of intellectual property matters, third-party reimbursement policies
and practices and regulatory requirements affecting the approval and sale of
medical devices, as well as other risks detailed from time to time in the
Company's reports filed with the Securities and Exchange Commission, including
its Reports on Form 10-K, 8-K and 10-Q.
