PhotoMedex to Acquire ProCyte

MONTGOMERYVILLE, Penn., Dec. 2 -- PhotoMedex Inc., a provider of medical laser products and services, will acquire ProCyte Corp., a Redmond, Wash., maker of dermatology procedure products, in a stock-for-stock transaction valued at approximately $24.4 million, the companies announced Wednesday.

Under the terms of the agreement, PhotoMedex will issue 0.6622 shares of its common stock in exchange for each outstanding share of ProCyte common stock. PhotoMedex expects to issue approximately 10.5 million shares of common stock. In addition, certain options to purchase ProCyte common stock will be assumed in the transaction.

ProCyte's products are used by doctors to facilitate patients' healing after procedures such as laser resurfacing, laser hair removal and microdermabrasion, and for daily use to reduce hyperpigmentation, fine lines and wrinkles.

The merger is subject to customary terms and conditions including the approval by the stockholders of ProCyte and PhotoMedex. The directors and officers of ProCyte, who collectively own approximately 3.9% of the outstanding ProCyte common stock, have agreed to vote all of their shares in favor of the proposed transaction. The merger is expected to close in the first quarter of 2005.

For more information, visit: www.photomedex.com