Somanetics Announces Filing Of Registration Statement For Proposed Public Equity Offering

TROY, Mich., Jan. 31 /PRNewswire-FirstCall/ -- Somanetics Corporation announced today that it has filed a registration statement with the Securities and Exchange Commission for a proposed public offering of 2,100,000 of its common shares, in which the Company expects to sell 2,000,000 shares and a selling shareholder expects to sell the remaining shares. In addition, Somanetics will grant the underwriters an option to purchase up to 315,000 additional shares to cover over-allotments, if any. Citigroup Global Markets Inc. is the sole bookrunning manager of the proposed offering. SG Cowen & Co., LLC is co-lead manager and SunTrust Capital Markets, Inc. and Rodman & Renshaw, LLC are the co-managers of the proposed offering.

Somanetics Corporation develops, manufactures and markets the INVOS System, a non-invasive patient monitoring system that continuously measures changes in the blood oxygen levels in the brain. In November 2005, Somanetics received 510(k) clearance to market the INVOS System to monitor changes in blood oxygen saturation elsewhere in the body in somatic, or skeletal muscle, tissue in patients with or at risk for restricted blood flow.

Somanetics intends to use the net proceeds from the offering for the expansion of its direct sales team and other sales and marketing activities, to sponsor additional clinical trials, to expand research and development efforts, and for working capital and general corporate purposes, including potential acquisitions of complementary products, technologies or businesses.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities. There will be no sale of any securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The proposed offering will be made solely by means of a prospectus. Copies of the preliminary prospectus may be obtained from Citigroup Global Markets Inc. at Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, New York 11220, telephone 718-765-6732.

Somanetics Corporation

CONTACT: Mary Ann Victor, Vice President and Chief Administrative Officerof Somanetics Corporation, +1-248-689-3050, ext. 204

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