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PROCYTE CORPORATION MERGER WITH PHOTOMEDEX APPROVED
Redmond, WA—March 18, 2005—ProCyte Corporation (OTCBB:
PRCY) and PhotoMedex, Inc. (Nasdaq: PHMD) announced today that both
companies have shareholder approval to complete their merger in a
stock-for-stock transaction. The merger is expected to close later
today or early next week.
At a reconvened special
meeting of shareholders held this morning, ProCyte shareholders voted to
approve the merger agreement and the merger between the two companies.
Approximately 11,121,900 shares, representing over 70% of ProCyte’s
15,822,516 shares of common stock outstanding, voted in favor of the
merger. Under Washington law, the affirmative vote of two-thirds of the
outstanding shares of ProCyte common stock was needed to complete the
merger.
Previously, on March 3, 2005, at a special meeting of the PhotoMedex
stockholders, the merger agreement and merger were approved including
the issuance of PhotoMedex shares as consideration for ProCyte shares.
Under the terms of the agreement, PhotoMedex will issue 0.6622 shares of
its common stock in exchange for each outstanding share of ProCyte
common stock. PhotoMedex expects to issue approximately 10.5 million
shares of common stock. The combined company will operate under the
name PhotoMedex, Inc. and will trade on the NASDAQ National Market under
the ticker “PHMD.” The combined company will be headquartered in
Montgomeryville, PA and will have operations in Carlsbad, California and
Redmond, Washington.
Jack Clifford, President and CEO of ProCyte Corporation, commented,
“We are pleased to have received the support of our shareholders in
approving this merger. We can now begin the important work of
integrating our two companies. We look forward to operating as a
combined company, which we believe will continue to gain momentum in
providing dermatology and surgical products and services.”
About ProCyte
ProCyte Corporation develops and markets products based on its patented,
clinically proven GHK and AHK Copper Peptide technology for skin health,
hair care and wound care. The Company sells directly to dermatologists,
plastic and cosmetic surgeons, spas and salons and through licenses with
strategic partners into the consumer market, including its long-term
worldwide license agreement with Neutrogena®, a Johnson &
Johnson company (NYSE: JNJ). ProCyte brands include Neova®,
VitalCopper®, NextDerm™, Simple Solutions®
and AquaSanté® Skin Care products; Complex Cu3®,
GraftCyte® and Tricomin®.
Additional information is available by visiting the Company’s website at
www.procyte.com.
About PhotoMedex
PhotoMedex provides contract medical procedures to hospitals, surgi-centers
and doctors' offices, offering a wide range of products and services
across multiple specialty areas, including dermatology, urology,
gynecology, orthopedics, and other surgical specialties. The company is
a leader in the development, manufacturing and marketing of medical
laser products and services.
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SAFE HARBOR STATEMENT
This press release contains
forward-looking statements within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995.
These statements are based on managements' current expectations and
beliefs and are subject to a number of factors and uncertainties that
could cause actual results to differ materially from those described in
the forward-looking statements. The forward-looking statements
contained in this release include statements about future financial and
operating results of ProCyte Corporation (“ProCyte”) and PhotoMedex,
Inc. (“PhotoMedex”) and the pending acquisition of ProCyte by PhotoMedex
.
The following factors, among
others, could cause actual results to differ materially from those
described in the forward-looking statements: the risk that ProCyte's
business will not be integrated successfully with that of PhotoMedex,
costs related to the merger, risks relating to technology and product
development, market acceptance, government regulation and regulatory
approval processes, intellectual property rights and litigation,
dependence on strategic partners, ability to obtain financing,
competitive products and other risks identified in PhotoMedex's and
ProCyte's respective filings with the SEC, including the joint proxy
statement/prospectus dated January 21, 2005. PhotoMedex and Procyte are
under no obligation to (and expressly disclaim any such obligation to)
update or alter these forward-looking statements, whether as a result of
new information, future events or otherwise.
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