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ISS RECOMMENDS VOTE FOR PROCYTE CORPORATION MERGER WITH PHOTOMEDEX, INC.
Redmond, Wash.—February 28, 2005—ProCyte Corporation (OTCBB: PRCY.OB),
a company that develops and markets skin care and procedure related
products for the dermatology, cosmetic surgery and spa markets announced
that Institutional Shareholder Services, Inc. ("ISS"), a leading
provider of proxy advisory services to over 700 institutional investors,
mutual funds and other fiduciaries has recommended to its clients that
they vote FOR the agreement and plan of merger between ProCyte
Corporation and PhotoMedex, Inc. The Boards of both companies have
recommended that shareholders vote in favor of the merger. Both Jack
Clifford, President and CEO and Robin Carmichael, Vice President of
Marketing of ProCyte Corporation will be joining Photomedex Inc.,
management team once the merger is complete.
ProCyte is holding a special meeting of shareholders at 9:00 a.m. PST on
Thursday, March 3, 2005 in Bellevue, Washington to vote on the merger
with PhotoMedex, Inc. Each ProCyte shareholder that owned shares of
ProCyte common stock as of the close of business on January 14, 2005,
the record date, is entitled to vote in person or by proxy at the
special meeting. A joint proxy statement/prospectus, which contains
important information about the proposed merger, was first mailed to
ProCyte shareholders of record on or about January 25, 2005.
ProCyte shareholders who did not receive their joint proxy
statement/prospectus and/or those who have not yet voted are encouraged
to contact, the Company's proxy solicitor, MacKenzie Partners, Inc. at
1-800-322-2885 for replacement materials and instructions on how to
ensure their votes get cast in this very important matter. Approval of
the merger requires the affirmative vote, in person or by proxy, of
two-thirds of the shares of ProCyte common stock outstanding on the
record date. A failure to submit a proxy card or to vote in person at
the Special Meeting, abstentions and broker non-votes will have the same
effect as a vote against the merger.
Additional Information:
This communication is not a solicitation of a proxy from any security
holder of ProCyte or PhotoMedex. Security holders of ProCyte and
PhotoMedex and other investors are urged to read the definitive joint
proxy statement/prospectus dated January 21, 2005, filed with the SEC in
connection with the proposed transaction because it contains important
information about ProCyte, PhotoMedex, the proposed transaction and
related matters. The joint proxy statement/prospectus is available free
of charge at the SEC's web site (
http://www.sec.gov ) or from the Company (425-869-1239, ext. 399) or
MacKenzie Partners, Inc. (1-800-322-2885).
The respective directors, executive officers and employees of ProCyte
and PhotoMedex and other persons may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information regarding ProCyte's directors and executive officers is
available in its proxy statement filed with the SEC by ProCyte on April
16, 2004, and information regarding PhotoMedex's directors and executive
officers is available in its proxy statement filed with the SEC by
PhotoMedex on November 26, 2004. Investors may obtain additional
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings
or otherwise, by reading the joint proxy statement/prospectus dated
January 21, 2005.
About ProCyte
ProCyte Corporation develops and markets products based on its patented,
clinically proven GHK and AHK Copper Peptide technology for skin health,
hair care and wound care. The Company sells directly to dermatologists,
plastic and cosmetic surgeons, spas and salons and through licenses with
strategic partners into the consumer market, including its long-term
worldwide license agreement with Neutrogena®, a Johnson &
Johnson company (NYSE: JNJ). ProCyte brands include Neova®, VitalCopper™,
NextDerm™, Simple Solutions®
and AquaSanté®
Skin Care products; Complex Cu3®,
GraftCyte®
and Tricomin®.
Additional information is available by visiting the Company’s website at
www.procyte.com.
About PhotoMedex
PhotoMedex provides contract medical procedures to hospitals, surgi-centers
and doctors' offices, offering a wide range of products and services
across multiple specialty areas, including dermatology, urology,
gynecology, orthopedics, and other surgical specialties. The company is
a leader in the development, manufacturing and marketing of medical
laser products and services.
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This release may contain forward-looking statements relating to the
research, development, commercialization, production, marketing and
distribution of the Company's products and future operating results,
which are subject to certain risks and uncertainties that could cause
actual results to differ materially from those projected.
The words “believe,”
“expect,” “intend,” “anticipate,” variations of such words, and similar
expressions identify forward-looking
statements, but their absence does not mean that the statement is not
forward-looking. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and
assumptions that are difficult to predict. Factors that could affect the
Company’s actual results include its ability to develop, commercialize
and produce new products; the market acceptance of existing and
potential future products; the availability, cost and timely delivery of
materials and services from and performance of third-party suppliers,
manufacturers, distributors, licensees and other collaborative partners;
the satisfaction of regulatory requirements, and the receipt, timing,
terms and conditions of required regulatory approvals. Reference is made
to the Company’s Annual Report on Form 10-K for the year ended December
31, 2003 and its latest quarterly report on Form 10Q filed with the
Securities and Exchange Commission for a more detailed description of
such factors. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
release. The Company undertakes no obligation to publicly update any
forward-looking statement to reflect new information, events or
circumstances after the date of this release or to reflect the
occurrence of unanticipated events.
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