Andover Medical to acquire Ortho-Medical Products

Apr 5 2007

A single source provider of orthopedic, podiatric and urological durable medical equipment and incontinence treatment solutions, announced today that it has entered into a definitive merger agreement to acquire Ortho-Medical Products, Inc.

The transaction marks Andover's first acquisition as a public company, as it intends to establish a nationwide network to assist practitioners in providing quality care and services to their patients.

OMI is a full-service provider of procedure specific, orthopedic durable- medical equipment ("DME"), respiratory equipment, orthotic equipment, and prosthetic devices. The Company serves greater New York City; New York's Nassau, Suffolk, and Westchester Counties; Northern New Jersey; Upper New York State; and Connecticut. OMI contracts with 50 established insurance companies, including Aetna, Oxford, and United Health Care.

Marc Waldman, a principal of OMI and its Executive Vice President of Business Development, stated "With the backing of Andover Medical, Inc. our clients will benefit from a broader range of products and services while still receiving the highest level of customer service on which they have come to depend. I expect the benefits of this acquisition to be readily apparent and anticipate a seamless transition."

Edwin Reilly, Chief Executive Officer of Andover Medical, Inc. said, "This merger is an important step in realizing our goal of consolidating a portion of this highly fragmented industry as we execute our ongoing plan to grow our business. This transaction will improve Andover Medical's brand awareness, and solidify our distribution and re-selling network."

Reilly continued, "We have letters of intent to acquire two additional DME companies, and we will now focus on consummating those deals. These anticipated acquisitions are aligned with the enterprise wide objective of creating new efficiencies, facilitated by better future billing and collections systems, and improvements in our purchasing power through economies of scale. I believe these anticipated improvements in operating performance will greatly enhance long term shareholder value."

Under the terms of the agreement, Andover Medical will acquire all of the outstanding equity of Ortho-Medical Products, Inc., in exchange for $500,000 in cash and $2,000,000 in restricted shares of Andover common stock. The final closing -- expected in early April -- will occur upon independent auditors completing an audit of OMI's 2005 and 2006 financial statements.