Full Press Release Details
CLICKNSETTLE.COM, INC. AND CARDO MEDICAL, LLC
ANNOUNCE MERGER AGREEMENT
Miami, FL and Los Angeles, CA June 18, 2008 Cardo Medical, LLC, a company engaged in the
development of orthopedic medical devices, and clickNsettle.com, Inc. (OTCBB: CKST), a
publicly-traded company with no active operations, have signed a merger agreement pursuant to which
Cardo Medical will become a wholly owned subsidiary of clickNsettle. After the merger is
completed, clickNsettle will be renamed Cardo Medical, Inc., and will be headquartered in Los
Angeles. The merger is expected to close in the third quarter of 2008, and the company intends
thereafter to apply to have its shares listed on the American Stock Exchange (AMEX).
Simultaneously with the signing of the merger agreement, Dr. Phillip Frost, former chairman
and chief executive officer of IVAX Corporation, and others invested $9.5 million in Cardo Medical.
Certain other investors will make up to an additional $4 million investment in Cardo Medical
before the merger is consummated. Proceeds from these investments are expected to be used to close
on the acquisition of the outstanding equity interests of three partially owned subsidiaries of
Cardo Medical, and to enable Cardo Medical to accelerate its research and product development.
Following such acquisitions, Cardo Medical will directly and indirectly own 100% of the equity
interests of Accelerated Innovation, LLC, Cervical Xpand, LLC and Uni-Knee, LLC.
Under the terms of the merger agreement, it is expected that clickNsettle shareholders will
own approximately 5.56% of the combined company on a fully diluted basis upon consummation of the
merger. The current holders of Cardo Medical s membership interests will own between 64.44% and
66.67% of clickNsettle following the merger, and the new investors in Cardo Medical will own
between 27.78% and 30.0% of clickNsettle following the merger, in each case, depending on the total
amount of the investment in Cardo Medical prior to the merger. The merger is subject to customary
covenants and several conditions.
Following the merger, the board of directors of Cardo Medical, Inc. will consist of five
directors to be appointed by Dr. Andrew Brooks and two directors to be appointed by Dr. Phillip
Frost. Dr. Brooks, an orthopedic surgeon and the president and CEO of Cardo Medical, will be the
CEO of the company following the merger.
Dr. Brooks commented, Cardo Medical is excited to partner with the Frost investors as we view
their investment as a significant endorsement of our current product portfolio and validation of
our forthcoming product pipeline. Glenn L. Halpryn, who is the current chairman and president of
clickNsettle, stated that Cardo Medical s scientific and management team has extensive experience
in the orthopedic device space. Mr. Halpryn also said that he is pleased that clickNsettle has
this opportunity to enter the orthopedic medical device market, which he believes has growth
potential in view of the demographic trend of an aging population.
About Cardo Medical, LLC
Cardo Medical, LLC, along with its partially owned subsidiaries, Accelerated Innovation, LLC,
Cervical Xpand, LLC and Uni-Knee, LLC, focuses on product development, marketing and distribution
of orthopedic and spinal medical devices. The
companies product portfolio includes devices for
spinal motion preservation and fusion, hip replacement and unicompartmental knee replacement.
Cardo Medical has received FDA clearance to market its Total Hip System, Cervical Plate/Screw
System, Spine Pedicle Screw/Rod System, Patello-femoral Arthroplasty, and Uni-Knee Arthroplasty
(UKA). Additional innovative products are in Cardo Medical s product pipeline pending FDA
submission and clearance.
This press release contains forward-looking statements, as that term is defined under the Private
Securities Litigation Reform Act of 1995 (PSLRA), regarding product development efforts and other
non-historical facts about expectations, beliefs or intentions regarding the business, technologies
and products, financial condition, strategies or prospects. Many factors could cause actual
activities or results to differ materially from the activities and results anticipated in
forward-looking statements. These factors include those described in our filings with the
Securities and Exchange Commission, as well as risks inherent in funding, developing and obtaining
regulatory approvals of new, commercially-viable and competitive products and treatments, including
the risks that any products under development may fail, may not achieve the expected results or
effectiveness and may not generate data that would support the approval or marketing of products
for the ailments being studied or for other ailments. In addition, forward-looking statements also
may be adversely affected by general market factors, competitive product development, product
availability, federal and state regulations and legislation, the regulatory process for new
products and indications, manufacturing issues that may arise, patent positions and litigation,
among other factors. We do not undertake any obligation to update forward-looking statements. We
intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA.
CONTACT: clickNsettle.com, Inc.
Glenn L. Halpryn, President