ATLANTA, Feb. 17 /PRNewswire-FirstCall/ -- CryoLife, Inc. , an implantable biological medical device and cardiovascular tissue processing company, announced today that it has sent the following letter to Medafor's Board of Directors:
VIA FEDEX
Michael F. Pasquale, Chairman of the Board
Medafor, Inc.
As Medafor's largest shareholder, CryoLife is deeply disappointed to learn that Medafor's board of directors has rejected our $2.00 per share offer and refused to engage in discussions and negotiations that could lead to a higher offer.
The Medafor board's current stance denies Medafor shareholders the opportunity to even explore the potential of a business combination with CryoLife. In addition, nowhere in your letter do you mention the possibility of exploring a business combination with an alternative party as a means of maximizing value for your shareholders. This position seems inconsistent with your assertion that the board of Medafor takes its fiduciary responsibilities seriously. In fact, your refusal to engage in discussions with us and your single-minded determination to remain an independent company without adequate exploration of other alternatives are more consistent with a strategy of management and board entrenchment.
We are also concerned by a number of other misleading and inaccurate assertions contained in your letter. We feel it is appropriate for us to clarify these assertions so that our proposal may be appropriately evaluated by both Medafor's board and Medafor's shareholders.
Please note that the comments referenced above are only those we consider to be the most egregious of the numerous inaccurate statements contained in Medafor's response letter dated February 10, 2010. Although we do not wish to engage in a letter writing campaign about all of the inaccuracies in Medafor's communications, as we would rather focus our energies on putting together a friendly transaction with Medafor, we cannot sit idly by when inaccurate or misleading statements are made about our proposal or our business. We believe it is important that Medafor's shareholders are fully informed. As such, we intend to include a section on our website at www.cryolife.com/medaforoffer, which will correct any misinformation disseminated by Medafor or its proxies. We expect that this section of the website will be available by the end of the week.
We hope you will reconsider your decision not to engage in discussions with us, and we reiterate our commitment to employ all means available to deliver full and fair value to all Medafor shareholders.
Steven G. Anderson
President, CEO and Chairman of the Board
Founded in 1984, CryoLife, Inc. is a leader in the processing and distribution of implantable living human tissues for use in cardiac and vascular surgeries throughout the U.S. and Canada. The Company's CryoValve(R) SG pulmonary heart valve, processed using CryoLife's proprietary SynerGraft(R) technology, has FDA 510(k) clearance for the replacement of diseased, damaged, malformed, or malfunctioning native or prosthetic pulmonary valves. The Company's CryoPatch(R) SG pulmonary cardiac patch has FDA 510(k) clearance for the repair or reconstruction of the right ventricular outflow tract (RVOT), which is a surgery commonly performed in children with congenital heart defects, such as Tetralogy of Fallot, Truncus Arteriosus, and Pulmonary Atresia. CryoPatch SG is distributed in three anatomic configurations: pulmonary hemi-artery, pulmonary trunk, and pulmonary branch. The Company's BioGlue(R) Surgical Adhesive is FDA approved as an adjunct to sutures and staples for use in adult patients in open surgical repair of large vessels. BioGlue is also CE marked in the European Community and approved in Canada and Australia for use in soft tissue repair. The Company's BioFoam(R) Surgical Matrix is CE marked in the European Community for use as an adjunct in the sealing of abdominal parenchymal tissues (liver and spleen) when cessation of bleeding by ligature or other conventional methods is ineffective or impractical. BIOGLUE Aesthetic(R) Medical Adhesive is CE marked in the European Community for periosteal fixation following endoscopic browplasty (brow lift) in reconstructive plastic surgery and is distributed by a third party for this indication. CryoLife distributes HemoStase(R), a hemostatic agent, in much of the U.S. for use in cardiac and vascular surgery and in many international markets for cardiac, vascular, and general surgery, subject to certain exclusions.
CONTACT: D. Ashley Lee, Executive Vice President, Chief Financial Officer
and Chief Operating Officer, +1-770-419-3355; or Nina Devlin, Edelman,
+1-212-704-8145
Web site: http;//www.cryolife.com/medaforoffer/