Filed by Valley Forge Scientific Corp.
Pursuant to Rule 425 promulgated under the Securities Act of 1933,
as amended, and deemed filed pursuant to Rule 14a-12 promulgated
under the Securities Exchange Act of 1934, as amended
Subject Company: Valley Forge Scientific Corp.
Commission File No.: 333-125521
VALLEY FORGE SCIENTIFIC CORP. SYNERGETICS, INC.
136 Green Tree Road 3845 Corporate Centre Drive
Suite 100 St. Charles, Missouri 63304
Oaks, Pennsylvania 19456 (636) 939-5100
(610) 666-7500 http://www.synergeticsusa.com
http://www.vlfg.com Attn: Pamela G. Boone,
Attn: Jerry L. Malis, President Chief Financial Officer
and CEO
VALLEY FORGE SCIENTIFIC CORP. AND SYNERGETICS, INC. ANNOUNCE
PROGRESS TOWARD COMPLETION OF PENDING MERGER TRANSACTION
OAKS, PA and ST. CHARLES, MO, June 10, 2005 -- Valley Forge Scientific Corp.
(NASDAQ: VLFG; BSE: VLF) and Synergetics, Inc., a privately-held corporation,
announced today that Valley Forge's Form S-4 registration statement for the
pending merger transaction between the parties was filed with the Securities and
Exchange Commission (SEC) on June 3, 2005. The merger remains subject to
satisfaction of a number of additional closing conditions including the
effectiveness of the Form S-4 registration statement and the necessary
shareholder approvals. The merger is anticipated to close in the third calendar
quarter of 2005.
Pursuant to the merger, Synergetics' shareholders will be entitled to receive
15,973,912 shares of Valley Forge common stock, or approximately 66 percent of
the combined company's outstanding shares on a fully diluted basis. The
companies believe that the combination of the complementary, non-overlapping
product lines and distribution networks of the two companies will result in a
combined company that can generate improved long-term operating and financial
results and establish a stronger competitive position in the industry. They
further believe that the combination of Synergetics' unique capabilities in the
design and manufacture of microsurgical hand instruments and Valley Forge's
unique capabilities in bipolar electrosurgical generators will provide the
combined company with the ability to broaden the markets for products of both
entities and increase its penetration in existing markets.
Upon completion of the merger, Gregg D. Scheller, the current President and
Chief Executive Officer of Synergetics, will be the President and Chief
Executive Officer of the combined company. Kurt W. Gampp, Jr., the current Chief
Operating Officer of Synergetics, will be the Chief Operating Officer of the
combined company. Jerry L. Malis, the current Chief Executive Officer of Valley
Forge, will the Executive Vice President and Chief Scientific Officer of the
combined company.
In addition, Synergetics has hired Pamela G. Boone, who has public company
experience, to serve as its Chief Financial Officer. Ms. Boone joined
Synergetics in May 2005 from Maverick Tube Corporation, a Missouri-based company
and leading North American producer of welded tubular steel products used in
energy and industrial applications, where she most recently served as Vice
President, Treasurer and acting Chief Financial Officer. Ms. Boone will serve as
the combined company's Chief Financial Officer following the merger.
About Synergetics, Inc.
Synergetics designs, manufactures and markets medical devices for use in
ophthalmic surgery and neurosurgery. Synergetics' products are designed and
manufactured to support micro or minimally invasive surgical procedures. In
addition to Synergetics' surgical devices and equipment, it also designs and
manufactures disposable and non-disposable supplies and accessories for use with
such devices and equipment. Synergetics sells its products primarily to
hospitals, clinics and surgeons in approximately 70 countries.
About Valley Forge Scientific
Valley Forge is a medical device company that develops, manufactures and sells
medical devices for use in surgery and other healthcare applications. Its core
business involves the sale of bipolar electrosurgical generators and other
generators, based on its DualWaveTM technology, and complementary
instrumentation and disposable products. Their current line of products is used
in neurosurgery, spine surgery, pain control and in dental applications.
IMPORTANT ADDITIONAL INFORMATION FILED OR TO BE FILED WITH THE SEC
As stated above, Valley Forge has filed with the SEC a registration statement on
Form S-4 (Registration No. 333-125521) containing a preliminary joint proxy
statement/prospectus regarding the proposed transaction. This material is not a
substitute for the definitive joint proxy statement/prospectus that Valley Forge
will file with the SEC in connection with the transaction. Investors and
security holders are urged to read the definitive joint proxy
statement/prospectus, which will contain important information including
detailed risk factors, when it becomes available.
Investors and security holders will be able to obtain free copies of the
definitive joint proxy statement/prospectus (when available) and other documents
filed with the SEC by Valley Forge through the website maintained by the SEC at
www.sec.gov. In addition, investors and security holders will be able to obtain
free copies of the definitive joint proxy statement/prospectus (when available)
and other documents filed with the SEC from Valley Forge by contacting Investor
Relations for Valley Forge at 610-666-7500, or from Synergetics by contacting
Pamela G. Boone, Chief Financial Officer, at 636-939-5100.
Valley Forge and Synergetics, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of proxies with
respect to the proposed transaction. The interests of Valley Forge's and
Synergetics' respective directors and executive officers in the solicitations
with respect to the transaction will be more specifically set forth in the
definitive joint proxy statement/prospectus to be filed with the SEC, which will
be available free of charge as indicated above.
Forward-Looking Statements
Some statements in this announcement may be "forward-looking statements" for the
purposes of the Private Securities Litigation Reform Act of 1995. In some cases,
forward-looking statements can be identified by words such as "believe,"
"expect," "anticipate," "plan," "potential," "continue" or similar expressions.
Such forward-looking statements are based upon current expectations and beliefs
and are subject to a number of factors. These forward-looking statements are
subject to risks and uncertainties that may cause actual results to differ
materially from those indicated in the forward-looking statements, including but
not limited to: (i) the possibility that the transaction will not close or that
the closing may be delayed, (ii) the challenges and costs of combining the
operations and personnel of Synergetics with Valley Forge; (iii) the ability to
attract and retain highly qualified employees; (iv) competitive factors,
including pricing pressures; (v) reaction of customers of Valley Forge and
Synergetics and end-users of their products and related risks of maintaining
pre-existing relationships of Valley Forge and Synergetics; (vi) fluctuating
currency exchange rates; (vii) adverse changes in general economic or market
conditions; and (viii) other one-time events and other important factors
disclosed previously and from time to time in Valley Forge's filings with the
SEC and to be more specifically set forth in the definitive joint proxy
statement/prospectus to be filed by Valley Forge with the SEC. Valley Forge and
Synergetics disclaim any obligation to update any forward-looking statements
after the date of this release to reflect new information, future events or
otherwise.