Xcorporeal signs asset purchase agreement with National Quality Care and Fresenius USA

Dec 18 2009

Xcorporeal, Inc. (Pink Sheets:XCRP) (the “Company” or “Xcorporeal”) announced today that on December 14, 2009 it signed an asset purchase agreement (the “Purchase Agreement”) with National Quality Care, Inc. (“NQCI”, and together with the Company, the “Sellers”), and Fresenius USA, Inc. (the “Purchaser”), a Massachusetts corporation and a wholly owned subsidiary of Fresenius Medical Care Holdings, Inc., to sell substantially all of the assets of the Sellers to the Purchaser for an aggregate cash purchase price of $8,000,000 (the “Purchase Price”) and certain additional royalty payment rights. The Purchase Price will be payable to the Sellers in three installments. The Company’s board of directors has unanimously approved the Purchase Agreement. The sale represents the conclusion of a process to sell substantially all of the Company’s assets. The closing is scheduled to occur on or before February 28, 2010.

In addition, the Purchaser will pay royalties to the Sellers during the life of the patents included in the HD WAK Technology being transferred to the Purchaser, as well as royalties to the Sellers during the life of the patents included in the supersorbent technology being transferred to the Purchaser.

The Purchaser also granted the Sellers an option to obtain a perpetual, worldwide license to the supersorbent technology in healthcare fields other than renal, in exchange for certain consideration to be paid to the Purchaser in the event of the exercise of the option. The option will be exercisable during the twelve-month period following the Purchaser’s receipt of regulatory approval for the sale of a supersorbent product in the United States or European Union.

The closing of the assets sale will be subject to certain closing conditions, including approvals by a majority of each of the Sellers’ stockholders. The assets sale is a key step in establishing a liquidating trust for the sole purpose of a contemplated complete liquidation of the Company. Shareholder approval will also be required for the plan of liquidation.

Kelly McCrann, Chairman & CEO of the Company stated, “We are very pleased to announce this transaction with Fresenius. We believe that Fresenius is the best possible partner for our innovative dialysis technology and this transaction represents the best approach to maximizing shareholder value. This announcement follows an extensive review of a range of strategic alternatives for the Company, including our continuing as an independent entity, exploring mergers and acquisitions, as well as numerous financing alternatives.”

In connection with the execution of the Purchase Agreement, certain of the Sellers’ executive officers and/or directors executed Stockholder Voting Agreements, in which they agreed to vote all of the shares owned by them as of December 14, 2009 in favor of the adoption of the transaction. The shares subject to the Stockholder Voting Agreements represent approximately 42% of the outstanding common stock of the Company and more than 60% of NQCI’s outstanding voting securities.