Filed by Endocare, Inc. pursuant to Rule 425 under
the Securities Act of 1933, as amended
and deemed filed pursuant to
Rule 14a-12
under the Securities Exchange Act of 1934, as amended.
Subject Company: Endocare, Inc.
Registration No. 333-156921
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201 Technology Drive Irvine California 92618 |
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Telephone:
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(949) 450-5400 |
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Facsimile:
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(949) 450-5300 |
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Email: IR@endocare.com |
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Website: www.endocare.com |
FOR RELEASE on January 26, 2009 at 6:00 am (EST)
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Investor Contact:
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Media Contact:
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For Additional Information: |
Matt Clawson
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Len Hall
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Terrence A. Noonan, Interim CEO |
Allen & Caron, Inc.
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Allen & Caron, Inc.
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Michael R. Rodriguez, CFO |
(949) 474-4300
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(949) 474-4300
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Endocare, Inc. |
matt@allencaron.com
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len@allencaron.com
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(949) 450-5400 |
www.allencaron.com
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www.allencaron.com
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www.endocare.com |
ENDOCARE ANNOUNCES FILING OF FORM S-4 REGISTRATION STATEMENT
RELATED TO PROPOSED MERGER WITH GALIL MEDICAL
IRVINE, CA (January 26, 2009) . . . Endocare, Inc. (NASDAQ: ENDO), an innovative medical device
company focused on the development of minimally invasive technologies for tissue and tumor
ablation, today announced that it has filed a registration statement on Form S-4 with the
Securities and Exchange Commission (SEC) in connection with its proposed merger with Galil Medical
Ltd. Once declared effective by the SEC, the final proxy statement/prospectus included in the Form
S-4 will be mailed to Galil shareholders and Endocare stockholders prior to a stockholder meeting
to vote on the merger proposal and other matters.
Endocare expects the merger to close sometime between the end of the first quarter and the end of
the second quarter of 2009.
The merger and related transactions will combine the complementary clinical, technological and
marketing strengths of the two companies. The combined company is expected to compete more
effectively against other modalities of treatment which will allow it to accelerate technological
innovation and promote the growing recognition of the safety and efficacy of cryoablation in the
global healthcare marketplace.
About Endocare
Endocare, Inc.www.endocare.com is an innovative medical device company providing minimally
invasive technologies for tissue and tumor ablation. Endocare has initially concentrated on
developing technologies for the treatment of prostate cancer and believes that its technologies
have broad applications across a number of markets, including the ablation of tumors in the kidney,
lung and liver and palliative intervention (treatment of pain associated with metastases).
About Galil Medical
Galil Medical is a global medical device company that develops, manufactures and markets
innovative products utilizing a proprietary cryoablation platform that incorporates powerful
freezing technology and revolutionary 17-gauge cryoablation needle design. Galil has offices in
Yokneam, Israel; Plymouth Meeting, Pennsylvania; and London. Shareholders include Thomas, McNerney
& Partners, The Vertical Group, Investor Growth Capital, Elron Electronic Industries Ltd.
(NASDAQ:ELRN) and RDC Rafael Development Corporation, Ltd.
Certain matters set forth in this press release, including statements relating to the merger,
such as the expected benefits of the merger and the anticipated closing of the transactions, and
other statements identified by words such as estimates, expects, projects, plans, and
similar expressions are forward-looking statements within the meaning of the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are
subject to risks and uncertainties that may cause actual results to differ materially, including
failure to receive approval of the transaction by Endocare or Galil stockholders, the timing and
receipt of regulatory approvals, the possibility that the anticipated benefits from the merger
cannot be fully realized, if at all, or may take longer to realize than expected, the possibility
that costs or difficulties related to the integration of Galils operations into Endocare will be
greater than expected, the ability of the combined company to retain and hire key personnel, the
impact of regulatory, competitive and technological changes and other risk factors relating to our
industry, including those detailed from time to time in Endocares reports filed with the SEC.
There can be no assurance that the proposed merger and financing will in fact be consummated. You
should not place undue reliance on these forward-looking statements, which speak only as of the
date of this presentation. Unless required by law, Endocare undertakes no obligation to update any
forward-looking statements, whether as a result of new information, future events or otherwise.
IMPORTANT ADDITIONAL INFORMATION
IN CONNECTION WITH THE PROPOSED MERGER, ENDOCARE HAS FILED WITH THE SEC A REGISTRATION
STATEMENT ON FORM S-4, WHICH INCLUDES A PRELIMINARY PROXY STATEMENT/PROSPECTUS OF ENDOCARE, AND
OTHER RELEVANT DOCUMENTS CONCERNING THE TRANSACTION. STOCKHOLDERS OF ENDOCARE AND SHAREHOLDERS OF
GALIL ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION.
Investors will be able to obtain free copies of the Registration Statement on Form S-4 and
other documents filed with the SEC by Endocare through the web site maintained by the SEC at
www.sec.gov. Free copies of the Registration Statement and Endocares other filings with the SEC
may also be obtained from Endocare by making a request to Allen & Caron at (949) 474-4300. In
addition, investors may access copies of the documents filed with the SEC by Endocare on Endocares
website at www.endocare.com when they become available.
Endocare and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from Endocares stockholders with respect to the transactions contemplated
by the definitive merger agreement between Galil and Endocare. Information regarding Endocares
directors and executive officers is contained in Endocares Registration Statement on Form S-4
filed with the SEC on January 23, 2009. As of December 31, 2008, Endocares directors and
executive officers beneficially owned (as calculated in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) approximately 420,523 shares, or 3.6%, of Endocares
common stock. You can obtain free copies of these documents from Endocare using the contact
information set forth above.
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