Recom Managed Systems Completes Catheter Venture, Also Enters Asset-Purchase Agreement with TZ Medical
14 September 2005 - 10:05PM
Business Wire
Deals to Develop State-of-the-Art Heart Catheters and Acquire
Heart-Monitoring Product Line Will Provide Recom With Immediate
Market Share Recom Managed Systems (AMEX: RSY) announced today that
it has entered two binding, definitive agreements with
cardiac-device company TZ Medical, Inc. of Portland, Ore. Both
agreements involve the acquisition of significant existing products
and devices that will enhance Recom's market share during its
roll-out this quarter. By expanding its market share at this early
stage, the Company's proprietary and patented noise-reduction
technologies will receive maximum exposure. Showcased among its
acquisitions, Recom acquired the distinguished OTC TZ Cardio Sentry
event recorder, which essentially is the size of a credit card and
can be carried by the patient in his or her shirt or pants pocket.
This event recorder has been cleared for sale by the Food and Drug
Administration and is available without prescription for
over-the-counter purchase. Thus the Company is already negotiating
with global, international partners to mass-distribute OTC Cardio
Sentry for the benefit of the general public. Recom anticipates
that its amplifier will quickly be deployed for OTC Cardio Sentry,
which will have a salutary and striking effect on the way heart
disease is managed, as the device and specialized amplification
will be readily available for patients nationwide without
prescription. Recom acquired other devices and technologies, such
as TZ's prescription CardioSentry RX event recorder, as well as the
FM Demodulator, which converts the signal from event recorders to
an electrocardiograph (ECG). Both of these products are
FDA-cleared, as well. With Recom's technology, they will provide
significant choices for patients in what is now an industry filled
with guesswork. By expanding its product suite as it proceeds to
market, the deal fully expands and matures the Company's product
line. The Asset Purchase Agreement also includes employment
agreements with the founding partners of TZ Medical, Tom Tribou and
Byron Zahler, who will continue marketing efforts for the current
monitoring devices and for the next-generation products that
incorporate the Recom noise-reduction technology. These employment
agreements are "incentive-oriented," with compensation based upon
profitable sales for Recom as the roll-out is ongoing. The Company
is fortunate to have landed such experienced and visionary veterans
of the industry for its go-to-market period. Company and TZ Also
Complete Catheter Joint Venture The Company has completed its
catheter joint venture with TZ Medial in furtherance of the
Memorandum of Understanding announced on August 22, 2005. Not only
does this enhance the Company's immediate revenue base, but the
Company also will realize monitoring revenues from the devices.
This opportunity was thoroughly discussed in the MOU press release
on this transaction which was recently issued on August 22, 2005.
As previously announced, TZ Medical is contributing its entire line
of intracardiac catheters to the joint venture, and Recom is
contributing its patented and patent-pending signal-amplification
and noise-reduction technologies. The companies will immediately
commence development of a new state-of-the-art catheter line
incorporating this technology, allowing physicians to make more
accurate diagnoses and better therapeutic choices. The status of
the intracardiac prototype testing will be reviewed in upcoming
press releases, as Recom has already begun, and made extraordinary
progress, on that development with the assistance of its renowned
scientific advisory panel. The Joint Venture for the manufacture,
development and marketing of intracardiac catheters will be
conducted through the creation of a limited liability corporation,
to be managed and controlled by Recom. For the first six months, TZ
will receive 70 percent of profits, and Recom will receive the
remainder; profits will be split equally thereafter. Significantly,
this yields earnings for Recom from the day of this press release
forward. By utilizing Recom's noise-reduction technologies, the
Company anticipates that physicians will be empowered to make more
accurate diagnoses and better therapeutic choices. These
transactions are subject to board approval, as well as potential
regulatory evaluation, approvals, other conditions, and due
diligence. Notwithstanding these facts, the parties have already
begun the joint venture and the asset purchase marketing roll-out,
and Recom has completed initial testing on the first catheter
prototype with certain of its scientific partners. The market will
be quickly updated regarding the progress of that integration. "We
are excited to enter this two-pronged relationship with TZ Medical,
which offers Recom yet another opportunity to use its unique,
patented noise-reduction technology to help improve patient
outcomes by providing physicians in the EP lab with better data
during diagnostic and therapeutic procedures that utilize
intracardiac catheters," said Pamela Bunes, president and chief
executive officer of Recom. "We also are pleased to create further
value for our shareholders through the revenue that will be
generated by these agreements. Of particular interest is the OTC
Cardio Sentry device, FDA approved and now owned by Recom, which
provides patients with access to their own cardiovascular
information over the counter at drugstores and outlets nationwide.
Recom will aggressively market this device and monitor patient
outcomes on a level that will be both methodical and global. As we
have said, this is will be our showcase to introduce the public to
the benefits of real-time, effective, cardiovascular information."
"We are delighted by the opportunity to partner with Recom, as we
believe the company's technology will provide significant value for
physicians who need to evaluate their patients' heart conditions,"
said Tom Tribou, co-founder of TZ Medical and a respected, 15-year
veteran of the cardiac-monitoring industry. About Intracardiac
Catheters An intracardiac catheter is a flexible tube that is
inserted through a vein in the leg and fed into the heart. When
used for diagnostic purposes, the catheter is equipped with
electrodes connected to an electrocardiographic monitor that allows
physicians to evaluate cardiac function, including arrhythmia, or
irregular heartbeat. The physician can then predict the patient's
risk for future cardiac events and determine the best therapy. With
current technologies, the presence of interference (also called
"noise" or "artifact") in the reading makes the true reaction of
the heart to the diagnostic or clinical procedure difficult to
measure. About Cardiac Monitors The Holter monitor currently is the
most commonly used ambulatory monitoring device. Holter monitors
provide a continuous recording of ECG data for 24 hours. The
patient also keeps a diary of activities while wearing the Holter
monitor, allowing the physician to compare the timing of any
anomalies on the ECG with the activities being performed.
Cardiac-event recorders also provide continuous ECG monitoring and
are used over longer time periods, typically one month. Patients
may activate the recorder when they experience symptoms or, with
more advanced recorders, the device may automatically activate when
it senses an event, even if a patient does not realize one is
occurring. Recordings may be transmitted by phone to a monitoring
center or posted to a secure Web site, where physicians and trained
technicians can spot problems as they occur. About Recom Managed
Systems, Inc. Recom Managed Systems, Inc. is an emerging
life-sciences company focused on the monitoring and detection of
disease through continuous biomedical signal monitoring. Recom uses
its patented signal technology to design and develop medical
devices that simplify and reduce the costs of diagnostic testing
and patient monitoring in an ambulatory setting. With its patented
signal-technology platform, Recom brings clinical-quality
physiological signal monitoring to the ambulatory setting. Recom's
first proprietary product, the Model 100 Heart Monitor, is an
ambulatory patient heart monitor that uses patented
signal-processing technology to record a clinical-quality ECG
signal in the present of interference generated by the patient's
body movements and ambient environment. Recom's Model 100 currently
is in clinical trials at Duke University Medical Center; results
are expected by year's end. The Model 100 has received 510(k)
clearance from the Food and Drug Administration. Recom Managed
Systems, Inc. is traded on the American Stock Exchange under the
symbol RSY. More information is located at
http://www.recom-systems.com. About TZ Medical, Inc. TZ Medical was
founded in 1990 by Tom Tribou and Byron Zahler to manufacture
pacemaker monitors and cardiac event monitors. Tribou and Zahler
both experienced successful careers at United States Surgical
Corporation prior to founding TZ Medical. Tribou has 33 years'
experience in healthcare sales while Zahler has spent 25 years in
the healthcare industry. TZ Medical has a primary emphasis on
cardiovascular products with niche products for the cardiac
catheter, interventional radiology and electrophysiology
laboratories. The company sells intracardiac catheters, cardiac
monitors, hemostatic products and defibrillation electrodes with
510(K) FDA approval. Caution Regarding Forward-Looking Statements
Statements in this release that are not strictly historical are
"forward-looking" statements. Forward-looking statements involve
known and unknown risks, which may cause Recom's actual results in
the future to differ materially from expected results. Factors
which could cause or contribute to such differences include, but
are not limited to, failure to complete the development and
introduction of new products or services, failure to obtain federal
or state regulatory approvals governing medical devices, monitoring
and other related services or products, inability to obtain
physician, patient or insurance acceptance of Recom's products or
services, adverse equity-market conditions and declines in the
value of Recom's common stock, and the unavailability of financing
to complete management's plans and objectives. These risks are
qualified in their entirety by cautionary language and risk factors
set forth and to be further described in Recom's filings with the
Securities and Exchange Commission.
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