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PROCYTE CORPORATION ADJOURNS SPECIAL MEETING OF SHAREHOLDERS
UNTIL MARCH 18, 2005 TO VOTE ON MERGER WITH PHOTOMEDEX, INC.
Montgomeryville, PA and Redmond, Wash.—March 3, 2005—PhotoMedex,
Inc. (Nasdaq: PHMD) and ProCyte Corporation (OTCBB: PRCY) announced
today that ProCyte shareholders approved the adjournment of the special
meeting of shareholders that took place today in order for ProCyte to
solicit additional proxies to vote on the proposed merger between
PhotoMedex, Inc. and ProCyte. The adjourned special meeting will be
reconvened on March 18, 2005 at 9 AM Pacific time at Redmond Inn,
Redmond, WA.
The ProCyte special meeting was adjourned because an insufficient number
of shareholders was present or represented by proxy to approve the
merger proposal under applicable Washington law. Washington statute
requires that the merger be approved by the affirmative vote of at least
two-thirds of the shares of ProCyte common stock outstanding and
entitled to vote on the merger. As of the adjournment of its special
meeting, ProCyte had received proxies representing approximately
9,639,000 of the required 10,548,344 share votes needed to approve the
merger proposal. Over 92% of the proxies received by ProCyte have been
in favor of the merger proposal. Of the 9,639,000 shares represented at
the special meeting, 8,572,000 (88.9%) voted in favor of the adjournment
of the meeting for the purpose of soliciting additional proxies in favor
of the merger proposal. Valid proxies submitted by ProCyte shareholders
in connection with the March 3, 2005 meeting will continue to be valid
for the purposes of the March 18, 2005 reconvened meeting.
ProCyte shareholders as of January 14, 2005 who have not voted should
contact ProCyte’s proxy solicitor, MacKenzie Partners at (800) 322-2885
or
proxy@mackenziepartners.com
At a separate special meeting of the PhotoMedex stockholders held today,
PhotoMedex stockholders approved the proposal with respect to the
issuance of PhotoMedex shares in the proposed merger by a vote of
24,334,253 shares in favor and 209,302 shares opposed or abstaining,
approximately 99.1% of the shares present or represented by proxy at the
PhotoMedex meeting. The PhotoMedex stockholders also voted to approve
an amendment to its Amended and Restated 2000 Stock Option Plan to
increase the number of shares of PhotoMedex common stock reserved for
issuance thereunder from 3,350,000 to 4,350,000 shares.
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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SAFE HARBOR STATEMENT
This press release contains
forward-looking statements within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995.
These statements are based on managements' current expectations and
beliefs and are subject to a number of factors and uncertainties that
could cause actual results to differ materially from those described in
the forward-looking statements. The forward-looking statements
contained in this release include statements about future financial and
operating results of ProCyte Corporation (“ProCyte”) and PhotoMedex,
Inc. (“PhotoMedex”) and the proposed acquisition of ProCyte by
PhotoMedex .
The following factors, among
others, could cause actual results to differ materially from those
described in the forward-looking statements: the risk that ProCyte's
business will not be integrated successfully with that of PhotoMedex,
costs related to the merger, failure of the ProCyte or PhotoMedex
stockholders to approve the merger, risks relating to technology and
product development, market acceptance, government regulation and
regulatory approval processes, intellectual property rights and
litigation, dependence on strategic partners, ability to obtain
financing, competitive products and other risks identified in
PhotoMedex's and ProCyte's respective filings with the SEC. PhotoMedex
and Procyte are under no obligation to (and expressly disclaim any such
obligation to) update or alter these forward-looking statements, whether
as a result of new information, future events or otherwise.
This communication is not a
solicitation of a proxy from any security holder of ProCyte. Security
holders of ProCyte and other investors are urged to read the definitive
joint proxy statement/prospectus 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 for free at the SEC's web
site (
http://www.sec.gov ).
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.
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