Endo Pharmaceuticals to acquire all outstanding shares of HealthTronics common stock

HealthTronics, Inc.May 6 2010

HealthTronics, Inc. (Nasdaq: HTRN), a leading provider of urological products and services, today announced that it has signed a definitive merger agreement with Endo Pharmaceuticals (Nasdaq: ENDP) pursuant to which Endo will acquire HealthTronics.  Under the terms of the merger agreement, Endo will commence an all cash tender offer to acquire all of the outstanding shares of HealthTronics common stock for approximately $223 million or $4.85 cash per HealthTronics share plus the assumption of debt.  The transaction has been approved by the boards of directors of both companies.

HealthTronics President and CEO James S.B. Whittenburg stated, "We believe this transaction will achieve significant value for our shareholders and going forward enables us to expand our offerings as a leading provider of urological products and services.  Together with Endo we will be better positioned to fulfill our mission of bringing services and technologies that both improve patient care and enhance physician practice economics, thus enhancing the value of the channel HealthTronics has established with leading urologists."

Dave Holveck, President and CEO of Endo commented, "Beyond diversifying our revenue base, the acquisition of HealthTronics will further position Endo as a preferred healthcare provider of multiple medical solutions and delivery mechanisms that help improve patient outcomes in the field of Urology.   This strategic acquisition will elevate Endo from a pharmaceutical company to a diversified partner to physicians and payers in the treatment and diagnosis of urological and pain-related conditions.  We believe this deal will also enhance our ability to deliver long-term, sustainable growth for our shareholders in an evolving healthcare environment."

Transaction Summary

Under the terms of the merger agreement, Endo will commence a tender offer to purchase all outstanding shares of HealthTronics common stock for payment of $4.85 in cash for each share of HealthTronics common stock tendered.  The tender offer is expected to commence within 10 business days and will remain open until July 1, 2010, subject to extension under certain circumstances.

The consummation of the tender offer is conditioned on the tender of a majority of outstanding HealthTronics shares on a fully diluted basis and other customary closing conditions. The tender offer is not subject to a financing condition.

Following completion of the tender offer, a wholly-owned subsidiary of Endo will merge into HealthTronics and the HealthTronics shares not acquired in the tender offer will convert into the right to receive the same consideration as paid in the tender offer.

In addition, Mr. Whittenburg and other key HealthTronics executives have entered into new employment agreements, to be effective upon closing of the offer, providing for their continued employment with the combined company following the transaction.