KING OF PRUSSIA, Pa., Sept. 22 /PRNewswire-FirstCall/ -- Valley Forge Scientific Corp. ("Valley Forge") announced today that it completed its merger transaction with Synergetics, Inc. ("Synergetics"), a privately-held corporation, on Wednesday, September 21, 2005. Pursuant to the terms of the merger agreement, shareholders of Synergetics common stock received, in the aggregate, 15,973,912 shares of Valley Forge common stock, or 4.59 Valley Forge shares for each share of Synergetics common stock. Now that the transaction has closed, Synergetics' former shareholders own approximately 66 percent of Valley Forge's outstanding common stock. On Thursday, September 22, 2005, Valley Forge expects to complete its reincorporation from a Pennsylvania corporation to a Delaware corporation, change its name to Synergetics USA, Inc. and change its stock symbol from VLFG to SURG.
The combined company is strengthened by complementary technology and assets, talented employees and synergies. Effective immediately, Gregg D. Scheller will serve as Valley Forge's President, Chief Executive Officer and a member of the Board of Directors. Jerry L. Malis will serve as Valley Forge's Executive Vice President, Chief Scientific Officer and a member of the Board of Directors.
"This merger represents the beginning of new chapters in both companies' histories," commented Mr. Scheller. "Synergetics employees and shareholders are excited to add Valley Forge's significant experience in medical electronics design and manufacturing. I hope that the employees and shareholders of Valley Forge are excited to embark on a new era of designing and manufacturing products for their own distribution. I see synergies between the two companies in many places, and I hope to combine each company's strengths in a manner that will allow us to capitalize in ways that neither company could alone."
About Synergetics, Inc.
Synergetics designs, manufactures and markets medical devices for use in ophthalmic surgery and neurosurgery. Synergetics' products are designed and manufactured to support micro or minimally invasive surgical procedures. In addition to Synergetics' surgical devices and equipment, it also designs and manufactures disposable and non-disposable supplies and accessories for use with such devices and equipment. Synergetics sells its products primarily to hospitals, clinics and surgeons in approximately 70 countries.
About Valley Forge Scientific
Valley Forge is a medical device company that develops, manufactures and sells medical devices for use in surgery and other healthcare applications. Its core business involves the sale of bipolar electrosurgical generators and other generators, based on its DualWave(TM) technology, and complementary instrumentation and disposable products. Its current line of products is used in neurosurgery, spine surgery, pain control and in dental applications.
Some statements in this release may be "forward-looking statements" for the purposes of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by words such as "believe," "expect," "anticipate," "plan," "potential," "continue" or similar expressions. Such forward-looking statements are based upon current expectations and beliefs and are subject to a number of factors. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward- looking statements, including but not limited to: the effects of local and national economic, credit and capital market conditions on the economy in general, and on the medical device industry in particular, and the effects of foreign exchange rates and interest rates; the ability to timely and cost- effectively integrate the operations and management of Valley Forge and Synergetics; the ability to realize the synergies and other perceived advantages resulting from the merger; the ability to retain and attract key personnel; the ability of the combined company to successfully execute its business strategies; the extent and timing of market acceptance of new products or product indications; the ability of the combined company to procure, maintain, enforce and defend its patents and proprietary know how; changes in laws, including increased tax rates, regulations or accounting standards, third-party relations and approvals, and decisions of courts, regulators and governmental bodies; the ability of the combined company to continue to increase customer loyalty; the ability to recoup costs of capital investments through higher revenues; environmental restrictions, soil and water conditions, weather and other hazards, site access matters and building permit issues; the effects of environmental and structural building conditions relating to the combined company's properties; acts of war or terrorism incidents; the effects of operating and market competition; and other important factors disclosed previously and from time to time in the combined company's filings with the SEC and in the Joint Proxy Statement/Prospectus filed by Valley Forge and Synergetics with the SEC. Valley Forge undertakes no obligation to update these forward-looking statements.
VALLEY FORGE SCIENTIFIC CORP.
3600 Horizon Drive
King of Prussia, Pennsylvania 19406
Attn: Pamela G. Boone, Chief Financial Officer
Valley Forge Scientific Corp.