Interpore International and Cross Medical Products Sign Merger Agreement

Interpore International and Cross Medical Products announced the execution of a definitive merger agreement, creating a combined medical device.

This stock-for-stock transaction creates a company with combined 1997 revenues of approximately $28 million. The agreement, a merger of equals, calls for Cross to be merged with a wholly-owned subsidiary of Interpore. Each shareholder of Cross shall receive 1.275 shares of Interpore common stock in exchange for each of their shares of Cross Medical common stock. The transaction is intended to be accounted for as a pooling of interests and is expected to be tax-free.

The boards of directors of both companies have voted unanimously to approve the transaction. Certain key shareholders of each company have agreed to vote in favor of the merger. Each company has granted the other an option to acquire 19.9 percent of its common stock under certain conditions.

Consummation of this transaction is subject to customary conditions, including regulatory approvals and approval of the merger by the shareholders of each company. It is anticipated that this transaction will close prior to the end of the second quarter of 1998.

Interpore International, based in Irvine, is a biomaterials company develops, manufactures and markets synthetic bone and tissue products for use in the orthopaedic, oral/maxillofacial and ophthalmic markets.

Cross Medical Products is a supplier of spinal implant devices used to treat degenerative conditions and deformities of the spine.