Crdentia Announces Intent to Acquire iVOW, Inc.
07 September 2006 - 9:47AM
PR Newswire (US)
Company Terminates Previously Announced Non-Binding Letter of
Intent to Merge With Caregiver Services Inc. DALLAS, Sept. 6
/PRNewswire-FirstCall/ -- Crdentia Corp. (OTC:CRDT) (BULLETIN
BOARD: CRDT) , a leading U.S. provider of healthcare staffing
services, today announced that it has signed a non-binding term
sheet to acquire iVOW, Inc. (NASDAQ:IVOW), a provider of disease
management services for the treatment of chronic and morbid
obesity. If the transaction is completed, Crdentia intends to
operate and develop iVOW's leading programs for the medical and
surgical management of chronic and morbid obesity. Pursuant to the
term sheet, Crdentia would acquire all outstanding shares of iVOW
for approximately $3.5 million in Crdentia common shares, subject
to adjustment based on iVOW's debt and accounts receivable at
closing. Crdentia anticipates that the acquisition of iVOW will
facilitate the receipt of a NASDAQ Capital Market listing for the
combined company. The completion of the transaction is subject to
negotiation and execution of a definitive agreement. Any potential
closing would occur in the fourth quarter after receipt of the
requisite stockholder approvals. The term sheet requires iVOW to
preserve its assets, and to have a minimum cash balance upon
signing of the definitive agreement. The combined companies will be
a leading provider of healthcare staffing services along with the
medically-validated management of chronic and morbid obesity to
large corporate clients and their employees. Concurrently, Crdentia
also disclosed today that it has discontinued negotiations under
the previously announced non-binding letter of intent to merge with
Caregiver Services, Inc. About Crdentia Corp. Crdentia Corp. is one
of the nation's leading providers of healthcare staffing services.
Crdentia seeks to capitalize on an opportunity that currently
exists in the healthcare industry by targeting the critical nursing
and allied shortage issue. There are many small, private companies
that are addressing the rapidly expanding needs of the healthcare
industry. Unfortunately, due to their relatively small
capitalization, they are unable to maximize their potential, obtain
outside capital or expand. By consolidating well-run small private
companies into a larger public entity, Crdentia intends to
facilitate access to capital, the acquisition of technology,
providing greater diversity of client services and expanded
distribution that, in turn, drive internal growth. For more
information, visit http://www.crdentia.com/. About iVOW, Inc. Our
business is focused exclusively on the disease state management of
chronic and morbid obesity. We provide program management,
operational consulting and clinical training services to physicians
and hospitals involved in the medical and surgical treatment of
morbidly obese patients. We also provide specialized vitamins to
patients who have undergone obesity surgery. Our corporate website
is http://www.ivow.com/; information on our nutritional supplements
for post-surgical gastric bypass patients may be found on
http://www.vistavitamins.com/. iVOW is the new corporate name of
Vista Medical Technologies, Inc. iVOW is traded on the NASDAQ
Capital Market under the stock symbol IVOW. Forward Looking
Statements Statements contained in this release that are not
historical facts are forward-looking statements that involve risks
and uncertainties. Among the important factors which could cause
actual results to differ materially from those in the
forward-looking statements include, but are not limited to, failure
to execute a definitive agreement with respect to the iVOW
transaction and those discussed in "Risk Factors" in the Company's
Forms 10-KSB, Forms 10-QSB, and other filings with the Securities
and Exchange Commission. Such risk factors include, but are not
limited to, a limited operating history with no earnings; reliance
on the Company's management team, members of which have other
business interests; the ability to successfully implement the
Company's business plan; the ability to continue as a going
concern; the ability to fund the Company's business and acquisition
strategy; the growth of the temporary healthcare professional
staffing business; difficulty in managing operations of acquired
businesses; uncertainty in government regulation of the healthcare
industry; and the limited public market for the Company's common
stock. The actual results that the Company achieves may differ
materially from any forward-looking statements due to such risks
and uncertainties. We undertake no obligation to revise or update
publicly any forward-looking statements for any reason. AT THE
COMPANY: AT FINANCIAL RELATIONS BOARD: James D. Durham Lasse
Glassen Chairman and CEO 310-854-8313 972-850-0780 DATASOURCE:
Crdentia Corp. CONTACT: James D. Durham, Chairman and CEO of
Crdentia Corp., +1-972-850-0780; or Lasse Glassen, +1-310-854-8313,
, for Crdentia Corp. Web site: http://www.ivow.com/ Web site:
http://www.vistavitamins.com/ Web site: http://www.crdentia.com/
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