MediCor Ltd. Announces Definitive Agreement to Acquire Breast Implant Manufacturer Biosil Limited and Supplier Nagor Limited
September 13 2005 - 9:04AM
PR Newswire (US)
LAS VEGAS, Sept. 13 /PRNewswire-FirstCall/ -- Las Vegas-based
MediCor Ltd. (OTC:MDCR) (BULLETIN BOARD: MDCR) announced today that
it has signed a definitive agreement to acquire British breast
implant manufacturer Biosil Limited and supplier Nagor Limited for
cash and stock. Biosil and Nagor are privately owned companies
located in the United Kingdom, with sales of medical devices
worldwide. Biosil and MediCor's subsidiary, MediCor Aesthetics, are
currently party to a supply agreement for saline-filled breast
implants manufactured by Biosil and imported into the United
States, subject to United States Food and Drug Administration
approval to market those products. The closing of the acquisition
is subject to customary conditions and is expected to occur by the
end of the year. Nagor currently supplies the breast implant
products manufactured by Biosil in approximately 60 countries
throughout Europe, Asia, South America and Africa. Biosil employs
approximately 90 people in its two ISO-certified manufacturing
facilities, both of which have additional production capacity, thus
enhancing MediCor's ability to meet increased product demand and
support new product introductions. With the acquisition of Biosil
and Nagor, MediCor believes it now controls approximately 30% of
the worldwide breast implant market, excluding the United States.
Biosil develops and manufactures, and Nagor markets, a full range
of silicone implants for the aesthetic, plastic and reconstructive
surgery markets, including silicone gel and saline-filled breast
implants, with both round and anatomical shapes and smooth or
unique micro-textured surfaces. Biosil also manufactures a range of
other silicone devices, including tissue expanders, testicular
implants, gluteal implants, calf implants, facial implants and a
range of scar management products. Biosil has also developed
innovative products within the anesthesia and colorectoral
disciplines. According to Theodore R. Maloney, MediCor's Chief
Executive Officer, "The acquisition of these companies, combined
with our existing Eurosilicone breast implant product line, will
further strengthen the position of MediCor as the third leading
manufacturer and distributor of breast implants worldwide, with
Inamed Corporation and Mentor Corporation in first and second
position worldwide. This acquisition continues the execution of our
long-term strategies of assembling the most experienced management
team and acquiring and expanding businesses in the global
aesthetic, plastic and reconstructive and dermatology markets,
continuing the process started with our acquisition of Eurosilicone
in France in July 2004. We are proud to unite in this effort with
the Biosil and Nagor teams, who, like the MediCor companies, are
excited to develop the world's highest quality and leading edge
product offerings and service for the growing aesthetic, plastic
and reconstructive surgery markets." MediCor intends to retain the
current Biosil and Nagor employee base and expand operations, which
are located in Scotland, England and the Isle of Man. Additionally,
John Alsop has agreed to continue in the positions of President and
Managing Director of Nagor following the acquisition, helping
maintain consistency of quality, service and innovation. Maloney
also added that, "MediCor values the breadth and strength of the
two companies' existing third- party distributors worldwide, and we
look forward to building upon those relationships." John Alsop
added, "This acquisition brings together a wealth of experience
within the plastic surgery field and will allow the MediCor family
of companies to uniquely dovetail our core competencies, thereby
realizing significant efficiencies and allowing the MediCor
companies to leverage these competencies into market leadership
positions. We are excited to be part of the continuing and
ambitious growth of the MediCor group, which will bring exciting
new opportunities to our customers, distributors and employees."
MediCor Chairman, Donald K. McGhan, further stated, "Nagor and
Biosil founders Gordon and Nancy Evans and I have had strong
business associations for the past 40 years, dating back to the
development of the first silicone gel breast implant, at which time
Gordon and Nancy led the international marketing and sales of Dow
Corning's Medical Products Division. In the mid-1970s, Gordon and
Nancy accepted the opportunity to work at McGhan Medical
International located in Brussels, Belgium. In 1979, they left
McGhan Medical, then a wholly owned subsidiary of 3-M Company, to
start Nagor and subsequently Biosil. We could not be more pleased
and honored to have this opportunity to be reunited with Gordon and
Nancy and benefit from the knowledge, experience and integrity that
both, along with John Alsop, have instilled in Nagor and Biosil."
As part of the acquisition, MediCor has agreed to grant certain
rights to the selling shareholders to have the MediCor stock to be
issued to them in the transaction registered with the Securities
and Exchange Commission. As a result, MediCor anticipates that it
will further amend and not seek effectiveness of its current SB-2
registration statement on file with the SEC until some time after
the closing of the acquisition of Biosil and Nagor. MediCor was
founded by Chairman of the Board Donald K. McGhan, the pioneer of
the modern day breast implant industry. The Company acquires,
develops, manufactures and markets products for medical specialties
in aesthetic, plastic and reconstructive surgery and dermatology
markets. Products include surgically implantable prostheses for
aesthetic, plastic and reconstructive surgery and scar management
products. Its products are sold worldwide to hospitals, surgery
centers and physicians through various distributors and direct
sales personnel. MediCor's strategy is to be the leading integrator
of selected international medical device markets, technologies and
corporations. To achieve this strategy, MediCor intends to build
upon and expand its business lines, primarily in the aesthetic,
plastic and reconstructive surgery and dermatology markets. MediCor
intends to accomplish this growth through the expansion of existing
product lines and offerings and through the acquisition of
companies and other assets, including intellectual property rights
or distribution rights. This release may contain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements are based upon the current
beliefs and expectations of MediCor's management and are subject to
significant risks and uncertainties. Actual results may differ from
those set forth in the forward-looking statements. The following
factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: the ability to
obtain requisite financing, the risk of instability in the capital
markets in the U.S. and internationally, the ability to obtain
governmental approvals of the transactions; the ability to satisfy
any agreed closing conditions; the risk that the businesses will
not be integrated successfully; the risk that cost savings from
acquisition transactions may not be realized or may take longer to
realize than expected; disruption from transactions making it more
difficult to maintain relationships with customers, employees or
suppliers; increased competition and its effect on pricing,
spending, third-party relationships and revenues; the outcome of
certain political and legal proceedings; the risk of new and
changing regulations in the U.S. and internationally. Additional
factors that could cause MediCor's results to differ materially
from those described in the forward-looking statements can be found
in the Annual Report on Form 10-KSB for the year ended June 30,
2004, and subsequent Quarterly Reports on Form 10-QSB of MediCor
filed with the Securities and Exchange Commission and available at
the Securities and Exchange Commission's Internet site
(http://www.sec.gov/). DATASOURCE: MediCor Ltd. CONTACT: Marc S.
Sperberg, +1-702-932-4560 ext. 308, for MediCor Ltd. Web site:
http://medicorltd.com/
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