iCAD, Inc. (NASDAQ:ICAD), provider of computer-aided detection (CAD) solutions, announced the signing of a definitive agreement to purchase the principal assets of CAD Sciences, a privately-held medical technology company based in White Plains, N.Y.

Under the terms of the agreement, iCAD will pay $2m in cash and $3m in shares of iCAD common stock. The number of shares issued will be calculated using the average closing price for the ten consecutive trading days immediately preceding the closing. This synergistic business transaction is projected by iCAD to add approximately $500,000 to its quarterly operating expenses through the balance of 2008, and the transaction is expected to close early in the third quarter of 2008, subject to certain pre-closing conditions.

CAD Sciences develops and distributes pharmaco-kinetic based CAD products that aid in the interpretation of contrast enhanced magnetic resonance imaging (MRI) images of the breast and prostate. Products are also under development by CAD Sciences for therapy monitoring, for the identification of vascular diseases using contrast enhanced magnetic resonance angiography (MRA), and for cancer detection using contrast enhanced computed tomography (CT). CAD Sciences has established clinical relationships at leading hospitals and teaching institutions worldwide with installations at Duke University, Massachusetts General Hospital, Johns Hopkins Hospital, University of Nijmegen (The Netherlands), University of Vienna (Austria), and the Universities of Essen and Cologne (Germany).

"This transaction fits perfectly with our strategic growth plan to expand iCAD's leadership position beyond mammography CAD. MRI and CT are demonstrating significant advances in the imaging sector. We believe our ability to offer outstanding image analysis and clinical decision support solutions for MRI and CT imaging will expand iCAD's ability to address the most prevalent cancers. Helping clinicians find these cancers earlier, faster and with greater confidence where awareness, early detection and monitoring are critically important and should further strengthen and broaden our market position," said Ken Ferry, President and CEO of iCAD.

"The technology platforms of our two companies are highly complementary and have the potential of delivering the most accurate detection and workflow solutions available in the imaging industry," he added. "We also see significant synergy regarding customer call points, providing our sales team with additional products to sell."

"We are proud to have developed this leading CAD technology for breast and prostate MRI and believe that its adoption by physicians will be accelerated by iCAD's strong market position in mammography CAD," said Ray Joslin, Chairman and CEO of CAD Sciences.



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