AngioDynamics and RITA Medical Systems Announce Expiration of Hart-Scott-Rodino Waiting Period for RITA Medical Systems Acquisit
13 1월 2007 - 1:38AM
Business Wire
AngioDynamics, Inc. (NASDAQ:ANGO) and RITA Medical Systems, Inc.
(NASDAQ:RITA) announced today that the applicable waiting periods
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, in connection with AngioDynamics� proposed acquisition of
RITA had expired. The expiration of the Hart-Scott-Rodino waiting
period satisfies one of the conditions to AngioDynamics�
acquisition of RITA. Consummation of the merger, which is expected
to occur on or about January 29, 2007, remains subject to other
customary closing conditions, including, without limitation, the
approval of the adoption of the merger agreement by holders of
RITA's common stock, and the approval of the issuance of
AngioDynamics common stock pursuant to the merger agreement by
holders of AngioDymnamics� common stock. The stockholder meetings
of AngioDynamics and RITA are scheduled for 9:00 a.m. PST on
January 29, 2007 in Fremont, California. About AngioDynamics
AngioDynamics, Inc. is a leading provider of innovative medical
devices used by interventional radiologists, vascular surgeons and
other physicians for the minimally invasive diagnosis and treatment
of peripheral vascular disease. AngioDynamics designs, develops,
manufactures and markets a broad line of therapeutic and diagnostic
devices that enable interventional physicians, such as
interventional radiologists, vascular surgeons and others, to treat
peripheral vascular diseases and other non-coronary diseases. The
company's diverse product line includes angiographic products and
accessories, dialysis products, vascular access products, PTA
products, drainage products, thrombolytic products and venous
products. More information is available at www.angiodynamics.com.
About RITA Medical Systems RITA Medical Systems develops,
manufactures and markets innovative products that provide local
oncology therapy options for cancer patients including
radiofrequency ablation (RFA) systems and embolization products for
treating cancerous tumors, as well as percutaneous vascular and
spinal access systems for systemic treatments. The company's
oncology product lines include implantable ports, some of which
feature its proprietary Vortex� technology; tunneled central venous
catheters; and safety infusion sets and peripherally inserted
central catheters used primarily in cancer treatment protocols. The
company's complete line of radiofrequency products also includes
the Habib 4X resection device and will include the new Laparoscopic
Habib 4X resection device, both of which are designed to coagulate
highly vascularized tissue to facilitate a fast dissection in order
to minimize blood loss and blood transfusion during surgery. The
proprietary RITA RFA system uses radiofrequency energy to heat
tissue to a sufficiently high temperature to ablate it or cause
cell death. In March 2000, RITA became the first RFA company to
receive specific FDA clearance for unresectable liver lesions in
addition to its previous general FDA clearance for the ablation of
soft tissue. In October 2002, RITA became the first company to
receive specific FDA clearance for the palliation of pain
associated with metastatic lesions involving bone. The company also
distributes LC Bead embolic microspheres in the United States. The
LC Bead microspheres are injected into selected vessels to block
the blood flow feeding a tumor, causing it to shrink over time, and
are often used in combination with RFA. The RITA Medical Systems
website is at www.ritamedical.com. Forward-Looking Statements This
release includes �forward-looking statements� intended to qualify
for the safe harbor from liability established by the Private
Securities Litigation Reform Act of 1995. You can identify these
statements by the fact that they do not relate strictly to
historical or current facts. These statements contain words such as
�may,� �will,� �predict,� "project," �might,� �expect,� �believe,�
�anticipate,� "plan," �intend,� "potential," �could,� �would,�
"should," �estimate,� "seek," �continue,� �pursue,� or "our future
success depends," or the negative or other variations thereof or
comparable terminology. In particular, they include statements
relating to, among other things, future actions, strategies, future
performance, future financial results of AngioDynamics and RITA and
AngioDynamics' anticipated acquisition of RITA. These
forward-looking statements are based on current expectations and
projections about future events. Investors are cautioned that
forward-looking statements are not guarantees of future performance
or results and involve risks and uncertainties that cannot be
predicted or quantified and, consequently, the actual performance
or results of AngioDynamics and RITA may differ materially from
those expressed or implied by such forward-looking statements. Such
risks and uncertainties include, but are not limited to, the
following factors as well as other factors described from time to
time in our reports filed with the Securities and Exchange
Commission, including AngioDynamics' Form 10-K for the fiscal year
ended June 3, 2006 (the "Angio 2006 10-K") and Form 10-Q for the
quarter ended December 2, 2006 and RITA�s Form 10-K for the year
ended December 31, 2005 and Form 10-Q for the quarter ended
September 30, 2006: financial community and rating agency
perceptions of AngioDynamics and RITA; the effects of economic,
credit and capital market conditions on the economy in general, and
on medical device companies in particular; the ability to timely
and cost-effectively integrate RITA into AngioDynamics' operations;
domestic and foreign health care reforms and governmental laws and
regulations; third-party relations and approvals, technological
advances and patents attained by competitors; and challenges
inherent in new product development, including obtaining regulatory
approvals. Any forward-looking statements are made pursuant to the
Private Securities Litigation Reform Act of 1995 and, as such,
speak only as of the date made. AngioDynamics and RITA disclaim any
obligation to update the forward-looking statements. You are
cautioned not to place undue reliance on these forward-looking
statements which speak only as of the date stated, or if no date is
stated, as of the date of this press release. Additional
Information about the Acquisition and Where to Find It In
connection with AngioDynamics' proposed acquisition of RITA (the
�Acquisition�), RITA and AngioDynamics have filed relevant
materials with the Securities and Exchange Commission (�SEC�),
including a registration statement on Form S-4 that contains a
prospectus and a joint proxy statement. INVESTORS AND SECURITY
HOLDERS OF ANGIODYNAMICS AND RITA ARE URGED TO READ THE MATERIALS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ANGIODYNAMICS,
RITA AND THE ACQUISITION. The proxy statement, prospectus and other
relevant materials, and any other documents filed by AngioDynamics
or RITA with the SEC, may be obtained free of charge at the SEC�s
web site at www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents filed with the SEC
by AngioDynamics or RITA by directing a written request to:
AngioDynamics, Inc., 603 Queensbury Avenue, Queensbury, New York
12804, Attention: Chief Financial Officer or RITA Medical Systems,
Inc., 46421 Landing Parkway, Fremont, California 94538, Attention:
Corporate Secretary. Investors and security holders are urged to
read the proxy statement, prospectus and the other relevant
materials before making any voting or investment decision with
respect to the Acquisition. AngioDynamics, RITA and their
respective executive officers and directors may be deemed to be
participants in the solicitation of proxies from the stockholders
of RITA and AngioDynamics in connection with the Acquisition.
Information about those executive officers and directors of
AngioDynamics and their ownership of AngioDynamics common stock is
set forth in the Angio 2006 10-K, and the proxy statement for
AngioDynamics' 2006 Annual Meeting of Stockholders, which was filed
with the SEC on September 22, 2006. Information about the executive
officers and directors of RITA and their ownership of RITA common
stock is set forth in the proxy statement for RITA's 2006 Annual
Meeting of Stockholders, which was filed with the SEC on April 28,
2006. Investors and security holders may obtain additional
information regarding the direct and indirect interests of
AngioDynamics, RITA and their respective executive officers and
directors in the Acquisition by reading the proxy statement and
prospectus regarding the Acquisition. This communication shall not
constitute an offer to sell or the solicitation of an offer to sell
or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
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