EXHIBIT 99.1
(ATS MEDICAL LOGO)
Contacts:
ATS Medical, Inc.
Michael Dale
President and CEO, 763-557-2224
Jack Judd
CFO, 763-557-2222
Investors: Media:
Douglas Sherk, 415-652-9100 Steve DiMattia, 646-277-8706
Jennifer Beugelmans, 415-896-6820 Sheryl Seapy, 949-608-0841
FOR IMMEDIATE RELEASE
ATS MEDICAL TO ACQUIRE 3F THERAPEUTICS
New Leader in Innovative Cardiovascular Surgery Devices Created
ATS to Develop Most Advanced Heart Valve Therapy Product Portfolio
MINNEAPOLIS & IRVINE, CA January 24, 2006---ATS Medical, Inc. (Nasdaq: ATSI)
developer, manufacturer and marketer of state-of-the-art cardiac surgery
products and services, today announced a definitive agreement under which ATS
will acquire all the outstanding shares of privately-held 3F Therapeutics in a
stock for stock transaction.
Based in Irvine, California, 3F Therapeutics is an early stage medical device
company at the forefront of the emerging field of minimally invasive beating
heart tissue valve replacement. The acquisition of 3F Therapeutics is viewed as
a major step in executing ATS Medical's longstanding vision of obtaining a
leadership position in all segments of the cardiac surgery market.
Under the terms of the definitive agreement, ATS Medical will acquire 3F
Therapeutics by issuing nine million shares of ATS common stock to 3F
shareholders. In addition, 3F shareholders will be issued up to an additional 10
million shares of ATS stock upon the achievement of milestones. ATS Medical will
assume the 3F balance sheet that includes an estimated $10 million in cash as of
December 1, 2005, to fund future development. It is anticipated that the
proposed acquisition will be completed in the second quarter of 2006. The
proposed acquisition is subject to various terms and conditions, including ATS
shareholder approval. Piper Jaffray & Co. has served as financial advisor to ATS
and UBS Securities LLC acted as financial advisor to 3F in connection with the
transaction.
"The joining of ATS Medical and 3F Therapeutics firmly establishes ATS Medical
as a leader and creates the most advanced heart valve therapy product portfolio
in the world," said Michael Dale, Chairman, President and CEO of ATS Medical.
"We are tremendously excited about how this transaction strengthens our
Company's position in the heart valve therapy space and further heightens our
growth potential in the cardiac surgery market. It is a significant milestone
toward achieving our long-term goal of building ATS Medical's annual revenue to
a level in excess of $100 million."
3F Therapeutics was founded in 1998 with a focus similar to that of ATS Medical,
on serving the needs of the cardiac surgeon. 3F Therapeutics' fundamentally
unique heart valve product design concepts are intended to improve on the
performance of existing heart valves by mimicking natural valves. With the
belief that there is not a single solution for each heart valve implant, 3F
Therapeutics has worked toward offering cardiac surgeons several biological
tissue heart valve options from which to choose. Its first product, the 3F
Aortic Bioprosthesis(TM), has been commercially released in Europe and the U.S.
FDA submission process is underway.
According to Walter A. Cuevas, President and CEO of 3F Therapeutics, "The 3F
Therapeutics product pipeline addresses all segments of the existing $600
million tissue valve market and our development program and intellectual
property support the creation of a new off pump, beating heart valve replacement
segment in the years to come." Cuevas continued, "We believe ATS and 3F together
can ultimately satisfy all unmet patient and cardiac surgeon needs in the heart
valve therapy space."
ATS expects to continue 3F Therapeutics' operating activities at the Irvine,
California facility. Currently, ATS Medical has approximately 31 million common
shares outstanding. On Monday, January 23, the company announced fourth quarter
and full year 2005 revenue of $9.9 million and $34.6 million respectively which
was in-line with the guidance management previously provided.
CONFERENCE CALL
ATS management will host a conference call Tuesday, January 24, 2006 at 11:00
a.m. ET to discuss the proposed transaction and the outlook for 3F Therapeutic
and ATS Medical. The dial-in number for the conference call is 800-218-0713 for
domestic participants and 303-275-2170 for international participants. A taped
replay of the conference call will also be available beginning approximately one
hour after the call's conclusion and will remain available through midnight ET
on Tuesday, January 31, 2006 and can be accessed by dialing 800-405-2236 for
domestic callers and 303-590-3000 for international callers, using the passcode
11051818#. A live webcast of the call can be accessed at
http://www.atsmedical.com by clicking on the Investors icon. The replay of the
webcast will be available on the company's website for one year.
ABOUT ATS MEDICAL
ATS Medical, Inc. manufactures and markets products and services focused on
cardiac surgery. The company, global in scope, has been headquartered in
Minneapolis since its founding in 1991. More than 100,000 ATS Open Pivot(R)
Heart Valves, which utilize a unique pivot design resulting in exceptional
performance and low risk profile, have been implanted in patients worldwide. ATS
Medical's focus on serving the cardiac surgery community is further strengthened
by product and service offerings including ATS Simulus(TM) annuloplasty products
for heart valve repair, Surgi-Frost(R) and Frost-Byte(R) products for surgical
cryoablation of cardiac arrhythmias, RTI-Cardiovascular for allograft tissue
services, QAS home monitoring services for anticoagulation therapy, and the
development of PARSUS blood filtration technology. The ATS Medical web site is
http://www.atsmedical.com.
ABOUT 3F THERAPEUTICS
3F Therapeutics was formed in 1998 on the strength of research by noted cardiac
surgeon James L. Cox, MD. Cox contended that most available heart valves were
manufactured counter-intuitively to how they originally develop in humans in
utero. The Company's products are intended to significantly improve upon the
performance of heart valves presently in the market. The Company holds in excess
of 130 patents focused on a tubular valve concept that enables minimally
invasive surgery to repair or replace heart valves. The 3F Therapeutics web site
is http://www.3Ftherapeutics.com.
SAFE HARBOR
This Press Release contains forward-looking statements that may include
statements regarding intent, belief or current expectations of the Company and
its management. Actual results could differ materially from those projected in
the forward looking statements as a result of a number of important factors,
including regulatory actions, competition, pricing pressures, supplier actions
and management of growth. In addition, the closing of the transaction is subject
to the satisfaction of various conditions, including approval by the
shareholders of ATS. For a discussion of these and other risks and uncertainties
that could affect the Company's activities and results, please refer to the
Company's filings with the Securities and Exchange Commission to its Form 10-K
for the year ended December 31, 2004.
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