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Eye Dynamics, Inc. (EYDY:OB) today announced that its pending acquisition of
OrthoNetx, Inc., a privately-held, Colorado-based leading provider of medical
devices for osteoplastic surgery, is to be completed as previously reported.
The Boards of the two companies have agreed that all conditions to satisfy the
Merger Agreement have been met. The merger, first announced in March 2005, involves
the acquisition of OrthoNetx by Eye Dynamics in a stock exchange pursuant to a permit
issued by the California Department of Corporations under an applicable SEC exemption.
The effective date of the merger is December 23, 2005
"We are very pleased that the efforts of all parties in this merger have
generated the capital and other resources necessary to take AcuNetx to a level
not easily achievable by the companies acting alone," said William Danielczyk,
Chairman of Galen Capital Group, and chief architect of the merger. "It will be
our (Galen Capital's) job to continue to work and support in helping the company
reach greater shareholder value."
Dr. Terry Knapp, incoming Chief Executive Officer of AcuNetx, declared
"The combination of products, technologies and experience that comes about as
the result of this merger presents an opportunity for substantive revenue
growth and profitability in the short term, as well as diversification into
multiple market sectors. The unifying vision for AcuNetx is to harness human
physiology with medical devices, and to apply information technology to gather
data and positively influence outcomes. The combination creates turnkey solutions
for health care and industry. Whether it be mechanically-induced growth of bone
to correct human deformity, analysis of eye movements to diagnose medical
conditions, or detection of psychomotor impairment to create safer highways and
workplaces, we have a consistent approach. The market opportunities are large,
and AcuNetx' future is bright."
"Today represents a milestone event for Eye Dynamics and our shareholders,"
said Ron Waldorf, founder and Chief Executive of the company. "We welcome new
leadership, additional technology and products, additional funding, and a very
bright future. At last we can capitalize on the exciting promise of our
SafetyScope™ fitness-for-duty eye tracking solution in addition to expanding
our medical product lines."
The merger of the two companies will result in renaming the public entity
"AcuNetx, Inc." and a new ticker symbol. The combined companies will have
seven product lines, including distraction osteogenesis (bone lengthening)
devices and a proprietary information technology platform (SmartDevice-ConnectSM)
from OrthoNetx, and the existing medical, industrial safety, and law enforcement
eye tracking devices from Eye Dynamics. AcuNetx will maintain California operations,
with Eye Dynamics as an operating division headed by Mr. Waldorf. The OrthoNetx
division, and AcuNetx corporate headquarters, will locate to Superior, Colorado.
Coincident with closing of the merger, the company will obtain approximately
$1 million in new equity capital from both U.S. and Canadian investors, and a
$10 million Standby Equity Distribution Agreement (SEDA). The SEDA will allow
the company to draw the equity capital in increments, at its election, over
the next two years.
The Board of AcuNetx will consist of Mr. Waldorf and Charles Phillips,
former CEO of Eye Dynamics, Dr. Randolph Robinson, founder of OrthoNetx,
William P. Danielczyk, Chairman of Galen Capital Group, LLC, principal
financial advisor to the companies, Robert Corrigan, President of Centennial
Capital of Louisville, Colorado, and Dr. Terry Knapp, the CEO of OrthoNetx and
CEO of the combined companies. The Chairman of the Board will be Stephen Moses,
JD, a seasoned executive and corporate director who also serves as Vice-Chairman
of Galen Capital Group.
About AcuNetx, Inc.
AcuNetx couples medical devices and information technology to harness human
physiology for health care, industrial safety, and law enforcement applications.
The company's subsidiaries each focus on the design, development and marketing of
products and solutions in a specific market sector. The OrthoNetx division of
AcuNetx markets products to correct deformities and deficiencies of bone throughout
the human skeleton. The Eye Dynamics division markets solutions that track and
analyze eye movements to assist in the diagnosis and rehabilitation of dizziness
and balance disorders. The SafetyScope™ division markets products that record
and analyze involuntary eye movements to detect psychomotor impairment for
fitness-for-duty assessment among high risk workers, and for impaired driver
assessment by law enforcement personnel. AcuNetx will be headquartered in
Superior, CO, with additional operations in Torrance, CA.
For more information visit: www.orthonetx.com.
Safe Harbor for Forward Looking Statements
This news release includes forward-looking statements that are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
While these statements are made to convey to the public the company's progress,
business opportunities and growth prospects, readers are cautioned that such
forward-looking statements represent management's opinion. Whereas management
believes such representations to be true and accurate based on information and
data available to the company at this time, actual results may differ materially
from those described. The company's operations and business prospects are always
subject to risk and uncertainties. Important factors that may cause actual results
to differ are set forth in the company's periodic filings with the U.S. Securities
and Exchange Commission.
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