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MicroMed Cardiovascular Purchased and Taken Private by Artificial Life Inc. (ALIF.OB) CEO and Some SynCardia Investors


9/9/2008 8:03:50 AM

HOUSTON--(BUSINESS WIRE)--MicroMed Cardiovascular, Inc. (OTCBB:MMCO - News) ("MicroMed") today announced that it completed all necessary steps and is now private. The final step in the process was a reverse split of its common stock and a repurchase of the fractional shares from the MicroMed shareholders holding smaller positions. At the time of the reverse split, E-Wilson LLC (“E-Wilson”) had accumulated 97.5% of the outstanding MicroMed shares. MicroMed received confirmation of the reverse split on August 25, 2008, making E-Wilson the single shareholder of MicroMed.

Source: MicroMed Cardiovascular, Inc.

Robert J. Benkowski is the CEO of MicroMed Cardiovascular, Inc., which manufactures the HeartAssist 5(TM) ventricular assist device (VAD), The Modern DeBakey VAD(TM). (Photo: Business Wire). View Multimedia Gallery

On February 1, 2008, MicroMed entered into a Credit Agreement with E-Wilson, under which E-Wilson agreed to provide up to $10 million in financing in a series of advances over the next two years, subject to certain conditions. Pursuant to the Credit Agreement, E-Wilson advanced $1 million to the company upon closing. In connection with the financing, the company issued an unsecured convertible note, under which E-Wilson had the option of converting the outstanding principal and interest due under the Credit Agreement into shares of the company’s common stock at a conversion rate of $0.02 per share. Under the Credit Agreement, the company agreed to seek stockholder approval of an amendment to the company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 750,000,000 shares. Unconverted amounts of principal accrue interest at a rate of 7.5% per annum and are required to be repaid over a 24-month period, beginning February 28, 2011.

On February 20, 2008, E-Wilson converted a $1,000,000 loan advanced February 1, 2008 into MicroMed shares. The loan and accrued interest were exchanged for 50,205,500 MicroMed shares.

Between February 27, 2008 and April 28, 2008, E-Wilson purchased the MicroMed shares held by: Charterhouse Equity Partners II L.P., Harvard Custom Manufacturing LLC, Chef Nominees LTD, Oxford Bioscience Partners II L.P., Oxford Bioscience Partners (Bermuda) II L.P., Oxford Bioscience Partners (Adjunct) II L.P., Oxford Bioscience Partners (GS-Adjunct) II L.P. and Oxford Bioscience Partners II Annex L.P.

On March 26, E-Wilson purchased the shares of MicroMed held by Absolute Capital Management Holdings (ACMH) and its affiliates, including Absolute Return European Fund, Absolute European Catalyst Fund, Absolute Octane Fund, Absolute Large Cap Fund, Absolute East West Fund and Absolute Germany Fund. Absolute Capital Management Holdings was awarded the distinction of “Best Hedge Fund Group 2006” by Hedge Fund Review. The funds in the running were those on the Eurekahedge database.

E-Wilson was formed by Rodger Ford, Shareholder and CEO of SynCardia Systems, and David Mackstaller, Shareholder and VP Development of SynCardia Systems, as a special purpose entity to own MicroMed Shares. While MicroMed and SynCardia have some common shareholders, they are separate and operate as two independent entities.

MicroMed is a pioneer in the accelerating field of Mechanical Circulatory Support. MicroMed manufactures a small implantable electric pump (the “DeBakey VAD®”) that is intended to increase the cardiac output of a patient with a failing left ventricle. “VAD” (Ventricular Assist Device) is shorthand for a pump that supports a heart.

The DeBakey VAD® and its related technology were developed in an exclusive partnership with NASA. In 1998, the DeBakey VAD® became the first device of its kind to be used in humans. It weighs 92 grams and is implanted in the pericardial space.

The DeBakey VAD® recently received approval for two significant upgrades to its novel VAD, now approved in Europe with a CE Mark and in the United States as a Pediatric VAD under a Humanitarian Device Exemption. A Bridge to Transplant clinical study is underway in the United States under an IDE that may eventually lead to a PMA.

The Modern DeBakey VAD™ is the HeartAssist 5™. It has a direct flow measurement system intended to provide blood flow data 24/7. The HeartAssist 5™ and its earlier DeBakey VAD® version have been implanted over 440 times worldwide.

The HeartAssist 5™ Adult VAD is an investigational device, limited by United States law to investigational use.

The HeartAssist 5™ Pediatric VAD is authorized by Federal law for use in providing temporary mechanical circulatory support as a bridge to cardiac transplantation for pediatric patients 5-16 years old who are listed for transplant. The effectiveness of this device for this use has not been demonstrated.

Contact: MicroMed Cardiovascular Don Isaacs, Director of Communications Cell: 520-955-0660 Source: MicroMed Cardiovascular, Inc.

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