KALAMAZOO, Mich., June 1 /PRNewswire/ -- Stryker Corporation (NYSE: SYK)
today announced that it has agreed to acquire Image Guided Technologies, Inc.
(OTC Bulletin Board: IGTI) of Boulder, Colorado, a developer and manufacturer
of optical localizers for both medical and industrial applications.
The IGT optical localizer is a series of infrared cameras that compute the
position and orientation of a point or object in 3-dimensional space. IGT
manufactures the localizer component of Stryker's recently released Surgical
Navigation System. The Stryker Surgical Navigation System utilizes
information from pre-operative CT or MR images to track the movement of
surgical instruments and enable surgeons to find or avoid critical anatomical
landmarks.
Under the terms of the definitive merger agreement between Stryker and
IGT, IGT shareholders will receive Stryker common stock with an aggregate
value of $12,000,000. The calculation of the actual exchange ratio will
depend upon the average closing price of Stryker's common stock during a 30
consecutive trading day period preceding the fifth day prior to the date of
the special meeting at which the merger is to be considered by IGT's
shareholders.
It is anticipated that approximately 5,287,000 IGT shares will be
outstanding at the time the merger is consummated. If the Stryker closing
price of $37.8125 on May 31, 2000 were the average closing price for the
applicable 30 trading day period, the IGT shareholders would receive one share
of Stryker common stock for each 16.66 shares of IGT common stock held by
them, which would value the transaction at $2.27 for each IGT share. The
closing price of the IGT common stock on May 31, 2000 was $1.00.
"Stryker and IGT have worked closely together to bring the Stryker
Surgical Navigation System to market," commented John Brown, Stryker's
Chairman and President. "The acquisition of IGT will enhance our ability to
bring innovative new products to the field of image guided surgery."
Paul L. Ray, President of IGT, said, "The acquisition of IGT by Stryker
comes as the natural next step in an evolving relationship between the two
companies, which spans several years. The combining of IGT's expertise in
optical localization with Stryker's knowledge of surgical instruments,
electronics and software clearly sets the stage for an exciting future of
innovation and product development as IGT folds in under Stryker's Leibinger
Division."
Stryker expects the acquisition to be completed during the quarter ending
September 30, 2000. The transaction will be accounted for as a purchase.
IGT will become part of Stryker's Leibinger Division.
In conjunction with the signing of the definitive merger agreement,
Stryker has purchased 383,142 shares of a newly issued IGT Series B Preferred
Stock for $300,000, or $0.783 per share. If the merger is consummated, the
Series B Preferred Stock will be retired and will not share in the proceeds of
the merger.
IGT, an ISO 9001 manufacturer, designs, develops, manufactures and markets
products for real-time, precise, free-hand, localization of points in 3D space
including specially designed surgical instruments. In medical applications,
its FlashPoint(R) system determines the position of specially designed
surgical instruments relative to a patient's anatomy and CT or MR images
during image guided surgical procedures. In industrial applications, such as
parts inspection and motion tracking, the Company's Pixsys localizer measures
the position or shape of objects in 3D space. IGT's Springfield Surgical
Instruments subsidiary is an ISO 9001 certified manufacturer of general and
minimally invasive surgical instruments.
Stryker develops, manufactures and markets specialty surgical and medical
products, including orthopaedic reconstructive, trauma, spinal and
craniomaxillofacial implants, powered surgical instruments, endoscopic
systems, patient care and handling equipment for the global market and
provides outpatient physical therapy services in the United States.
This news release contains forward-looking statements based on current
expectations, forecasts and assumptions that involve risks and uncertainties
that could cause actual outcomes and results to differ materially. These
forward-looking statements include, but are not limited to, future product,
market and technology development, future benefits of the merger and estimated
date to complete the transaction. These risks and uncertainties include IGT
shareholder approval, price and product competition, dependence on new product
development, customer demand for products and services, general industry and
market conditions, growth rates and general domestic and international
economic conditions, including currency exchange rate fluctuations.
SOURCE Stryker Corporation
Web site: http: //www.strykercorp.com
CONTACT: David J. Simpson, Vice President, Chief Financial Officer and Secretary of Stryker Corporation, 616-385-2600