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Press
Release
MicroMed Cardiovascular Purchased and Taken Private
By Artificial Heart CEO and Some SynCardia Investors
E-Wilson LLC, formed by SynCardia
CEO Rodger Ford and VP David Mackstaller,
Is Single
Shareholder After Reverse Split on August 25
Rodger G. Ford is the CEO and president of SynCardia Systems, Inc.,
manufacturer of the CardioWest™ temporary Total Artificial
Heart (TAH-t).
HOUSTON – September
9, 2008 – MicroMed Cardiovascular, Inc. (OTCBB:
MMCO), ("MicroMed") today announced that it
completed all necessary steps and is now private. The
final step in the process was a reverse split of its
common stock and a repurchase of the fractional shares
from the MicroMed shareholders holding smaller positions.
At the time of the reverse split, E-Wilson LLC (“E-Wilson”)
had accumulated 97.5% of the outstanding MicroMed shares.
MicroMed received confirmation of the reverse split
on August 25, 2008, making E-Wilson the single shareholder
of MicroMed.
On February 1, 2008, MicroMed
entered into a Credit Agreement with E-Wilson, under
which E-Wilson agreed to provide up to $10 million in
financing in a series of advances over the next two
years, subject to certain conditions. Pursuant to the
Credit Agreement, E-Wilson advanced $1 million to the
company upon closing. In connection with the financing,
the company issued an unsecured convertible note, under
which E-Wilson had the option of converting the outstanding
principal and interest due under the Credit Agreement
into shares of the company’s common stock at a
conversion rate of $0.02 per share. Under the Credit
Agreement, the company agreed to seek stockholder approval
of an amendment to the company’s Certificate of
Incorporation to increase the number of authorized shares
of common stock from 100,000,000 to 750,000,000 shares.
Unconverted amounts of principal accrue interest at
a rate of 7.5% per annum and are required to be repaid
over a 24-month period, beginning February 28, 2011.
Robert J. Benkowski, CEO of MicroMed Cardiovascular, Inc.
On February 20, 2008, E-Wilson
converted a $1,000,000 loan advanced February 1, 2008
into MicroMed shares. The loan and accrued interest
were exchanged for 50,205,500 MicroMed shares.
Between February 27, 2008 and
April 28, 2008, E-Wilson purchased the MicroMed shares
held by: Charterhouse Equity Partners II L.P., Harvard
Custom Manufacturing LLC, Chef Nominees LTD, Oxford
Bioscience Partners II L.P., Oxford Bioscience Partners
(Bermuda) II L.P., Oxford Bioscience Partners (Adjunct)
II L.P., Oxford Bioscience Partners (GS-Adjunct) II
L.P. and Oxford Bioscience Partners II Annex L.P.
On March 26, E-Wilson purchased
the shares of MicroMed held by Absolute Capital Management
Holdings (ACMH) and its affiliates, including Absolute
Return European Fund, Absolute European Catalyst Fund,
Absolute Octane Fund, Absolute Large Cap Fund, Absolute
East West Fund and Absolute Germany Fund. Absolute Capital
Management Holdings was awarded the distinction of “Best
Hedge Fund Group 2006” by Hedge Fund Review. The
funds in the running were those on the Eurekahedge database.
The CardioWest™ temporary
Total Artificial Heart (TAH-t)
E-Wilson was formed by Rodger
Ford, Shareholder and CEO of SynCardia Systems and David
Mackstaller, Shareholder and VP Development of SynCardia
Systems, as a special purpose entity to own MicroMed
Shares. While MicroMed and SynCardia have some common
shareholders, they are separate companies and operate
as two independent entities.
The DeBakey HeartAssist 5™
Ventricular Assist Device (VAD)
MicroMed is a pioneer in the accelerating
field of Mechanical Circulatory Support. MicroMed manufactures
a small implantable electric pump (the “DeBakey
VAD®”) that is intended to increase the cardiac
output of a patient with a failing left ventricle. “VAD”
(Ventricular Assist Device) is shorthand for a pump
that supports a heart.
The DeBakey VAD® and its related
technology were developed in an exclusive partnership
with NASA. In 1998, the DeBakey VAD® became the
first device of its kind to be used in humans. It weighs
92 grams and is implanted in the pericardial space.
In Europe, the DeBakey VAD® has CE Marks for both adult and pediatric use. In the U.S., the DeBakey VAD® Child is the only FDA-approved pediatric VAD. An IDE clinical study is currently underway in the U.S. for adults.
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Media Contact:
Don
Isaacs
MicroMed Cardiovascular
Director of Communications
Cell: (520) 955-0660
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