EnteroMedics Announces Acquisition Of ReShape Medical
`
`Page 1 of 6
`
`EnteroMedics Announces Acquisition
`Of ReShape Medical
`Acquisition Adds Approved, Revenue-Generating Balloon Technology for
`Obesity
`Conference Call and Webcast Today at 11am ET, 1-800-860-2442 for
`domestic callers or 412-858-4600 for international callers
`
`NEWS PROVIDED BY
`EnteroMedics Inc.
`Oct 03, 2017, 08:30 ET
`
`ST. PAUL, Minn., Oct. 3, 2017 /PRNewswire/ -- EnteroMedics Inc. (NASDAQ:ETRM), a
`developer of minimally invasive medical devices to treat obesity, metabolic
`diseases and other gastrointestinal disorders, today announced that it has acquired
`ReShape Medical, Inc., a privately-held medical technology company that
`develops, manufactures and markets the ReShape Dual Weight Loss Balloon®, an
`FDA-approved, minimally invasive intragastric balloon designed to treat obesity
`patients with a body mass index (BMI) between 30 and 40, with one or more
`related comorbid conditions.  
`
`"We are pleased to announce this significant transaction, which adds a new
`minimally invasive, revenue-generating technology to the EnteroMedics portfolio,"
`said Dan Gladney, President, Chief Executive Officer and Chairman of the Board
`
`https://www.prnewswire.com/news-releases/enteromedics-announces-acquisition-of-reshap… 8/7/2018
`
`Fulfillium Exhibit 2004, Page 1
`ReShape v. Fulfillium
`Case IPR2018-00958
`
`

`

`EnteroMedics Announces Acquisition Of ReShape Medical
`
`Page 2 of 6
`
`of EnteroMedics. "The acquisition of the ReShape Dual Weight Loss Balloon, which
`complements our existing products with a non-surgical weight loss solution,
`expands our addressable market and gives us yet another touch point along the
`continuum of care in obesity."
`
`"EnteroMedics and ReShape Medical are two innovative companies that share a
`strong strategic focus on providing proprietary, patient-friendly technologies to
`address the global obesity epidemic," continued Gladney. "We look forward to
`combining the complementary expertise and capabilities of both companies for
`the benefit of our customers, patients, employees and stockholders."
`
`Under the terms of the agreement, the consideration paid by EnteroMedics for
`ReShape Medical consists of 2,356,729 shares of common stock, 187,772 shares of
`series C convertible preferred stock (which will be convertible into 18,777,200
`shares of common stock upon the receipt of the required approval of
`EnteroMedics' stockholders under NASDAQ rules), and approximately $5.0 million
`in cash, which amount will be immediately used to pay ReShape Medical's
`outstanding senior secured indebtedness and certain transaction expenses of
`ReShape Medical. EnteroMedics agreed to hold a special meeting of its
`stockholders by December 31, 2017 to seek the required approval of the conversion
`of the series C convertible preferred stock into shares of common stock.
`
`Dan Gladney will continue as President, Chief Executive Officer and Chairman of
`the Board of EnteroMedics. EnteroMedics has agreed to add two designees of
`ReShape Medical to the Board of Directors of EnteroMedics. Michael Y. Mashaal,
`M.D. has joined the Board effective as of the closing of the acquisition and one
`additional ReShape Medical designee will be added at a later date.
`
`Conference Call and Webcast
`EnteroMedics' management team will host a conference call beginning today at
`11:00am ET to discuss its acquisition of ReShape Medical. Individuals interested in
`
`https://www.prnewswire.com/news-releases/enteromedics-announces-acquisition-of-reshap… 8/7/2018
`
`Fulfillium Exhibit 2004, Page 2
`ReShape v. Fulfillium
`Case IPR2018-00958
`
`

`

`EnteroMedics Announces Acquisition Of ReShape Medical
`
`Page 3 of 6
`
`listening to the conference call may do so by dialing 1-800-860-2442 for domestic
`callers or 1-412-858-4600 for international callers. To listen to a live webcast or a
`replay, please visit the investor relations section of the EnteroMedics website at
`www.enteromedics.com.
`
`About EnteroMedics Inc.
`EnteroMedics is a medical device company focused on the development and
`commercialization of technology to treat obesity and metabolic diseases. vBloc®
`Neurometabolic Therapy, delivered by an FDA-approved pacemaker-like device
`called the vBloc® System, is designed to help patients feel full and eat less by
`intermittently blocking hunger signals on the vagus nerve. EnteroMedics acquired
`the Gastric Vest System™ through its acquisition of BarioSurg, Inc. in May 2017.
`
`About ReShape Medical Inc.
`Driven by a passion to address the worldwide obesity epidemic, ReShape Medical
`developed the first and only gastric balloon of its kind to be approved by the U.S.
`Food and Drug Administration. The ReShape Integrated Dual Balloon System
`involves a non-surgical weight loss procedure that uses advanced balloon
`technology designed to help people with a 30-40 Body Mass Index (BMI), and at
`least one co-morbidity, lose weight. The ReShape Procedure provides a new option
`for individuals who have not succeeded at diet and exercise alone, and do not
`want or do not qualify for bariatric surgery. Two connected balloons are placed into
`the stomach during a short, outpatient endoscopic procedure. The balloons
`remain in the stomach for six months and are then removed. During balloon
`treatment, and for six more months following removal of the balloons, the patient
`receives nutritional counseling and access to exclusive tools to help them achieve
`their weight loss goals. The ReShape Procedure was approved by the U.S. Food and
`Drug Administration in July of 2015 and has been available in Europe since 2011.
`
`https://www.prnewswire.com/news-releases/enteromedics-announces-acquisition-of-reshap… 8/7/2018
`
`Fulfillium Exhibit 2004, Page 3
`ReShape v. Fulfillium
`Case IPR2018-00958
`
`

`

`EnteroMedics Announces Acquisition Of ReShape Medical
`
`Page 4 of 6
`
`Important Information
`EnteroMedics intends to file a proxy statement and other relevant materials with
`the Securities and Exchange Commission (the "SEC") to obtain approval
`from EnteroMedics' stockholders of the conversion of the series C convertible
`preferred stock issued in connection with the acquisition of ReShape Medical into
`shares of EnteroMedics common stock (the "Stockholder Approval"). INVESTORS
`AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND
`OTHER RELEVANT MATERIALS FILED WITH THE SEC CAREFULLY IN THEIR
`ENTIRETY AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
`IMPORTANT INFORMATION ABOUT THE STOCKHOLDER APPROVAL. The proxy
`statement, any amendments or supplements to the proxy statement and other
`relevant documents filed by EnteroMedics with the SEC will be available free of
`charge through the web site maintained by the SEC at www.sec.gov or by calling
`the SEC at telephone number 1-800-SEC-0330. Free copies of these documents
`may also be obtained from EnteroMedics' website at www.enteromedics.com or
`by writing to: EnteroMedics Inc., 2800 Patton Road, St. Paul, Minnesota 55113,
`Attention: Investor Relations.
`
`EnteroMedics and its directors and executive officers are deemed to be
`participants in the solicitation of proxies from the stockholders of EnteroMedics in
`connection with the Stockholder Approval. Information
`regarding EnteroMedics' directors and executive officers is included
`in EnteroMedics' definitive proxy statement for its 2017 annual meeting of
`stockholders held on June 1, 2017, which was filed with the SEC on April 27, 2017.
`
`Other information regarding the participants in such proxy solicitation and a
`description of their direct and indirect interests, by security holdings or otherwise,
`will be included in the proxy statement to be filed in connection with the
`Stockholder Approval.
`
`https://www.prnewswire.com/news-releases/enteromedics-announces-acquisition-of-reshap… 8/7/2018
`
`Fulfillium Exhibit 2004, Page 4
`ReShape v. Fulfillium
`Case IPR2018-00958
`
`

`

`EnteroMedics Announces Acquisition Of ReShape Medical
`
`Page 5 of 6
`
`Forward-Looking Safe Harbor Statement:
`This press release contains forward-looking statements within the meaning of the
`Private Securities Litigation Reform Act of 1995. These forward-looking statements
`generally can be identified by the use of words such as expect," "plan," "anticipate,"
`"could," "may," "intend," "will," "continue," "future," other words of similar meaning
`and the use of future dates. Forward-looking statements in this release include
`statements about the benefits of the acquisition and the combined company's
`plans, objectives, expectations and intentions with respect to future operations,
`products and services. These forward-looking statements are based on the current
`expectations of our management and involve known and unknown risks and
`uncertainties that may cause our actual results, performance or achievements to
`be materially different from any future results, performance or achievements
`expressed or implied by the forward-looking statements. Applicable risks and
`uncertainties related to the acquisition include, but are not limited to, the
`following: the acquisition may involve unexpected costs or liabilities; the ability to
`recognize benefits of the acquisition; and risks that the merger disrupts current
`plans and operations. Additional risks and uncertainties include, among others: our
`limited history of operations; our losses since inception and for the foreseeable
`future; our limited commercial sales experience with our vBloc® System for the
`treatment of obesity in the United States or in any foreign market other than
`Australia and the European Community; the competitive industry in which we
`operate; our ability to maintain compliance with the Nasdaq continued listing
`requirements; our ability to commercialize our vBloc® System; our dependence on
`third parties to initiate and perform our clinical trials; the need to obtain regulatory
`approval for any modifications to our vBloc® System; physician adoption of our
`vBloc® System and vBloc® Neurometabolic Therapy; our ability to obtain third
`party coding, coverage or payment levels; ongoing regulatory compliance; our
`dependence on third party manufacturers and suppliers; the successful
`development of our sales and marketing capabilities; our ability to raise additional
`capital when needed; international commercialization and operation; our ability to
`attract and retain management and other personnel and to manage our growth
`effectively; potential product liability claims; the cost and management time of
`
`https://www.prnewswire.com/news-releases/enteromedics-announces-acquisition-of-reshap… 8/7/2018
`
`Fulfillium Exhibit 2004, Page 5
`ReShape v. Fulfillium
`Case IPR2018-00958
`
`

`

`EnteroMedics Announces Acquisition Of ReShape Medical
`
`Page 6 of 6
`
`operating a public company; potential healthcare fraud and abuse claims;
`healthcare legislative reform; and our ability to obtain and maintain intellectual
`property protection for our technology and products. These and additional risks
`and uncertainties are described more fully in the Company's filings with the
`Securities and Exchange Commission, particularly those factors identified as "risk
`factors" in Exhibit 99.3 of our current report on Form 8-K filed July 26, 2017. We are
`providing this information as of the date of this press release and do not undertake
`any obligation to update any forward-looking statements contained in this
`document as a result of new information, future events or otherwise.
`
`SOURCE EnteroMedics Inc.
`
`Related Links
`
`http://www.enteromedics.com
`
`https://www.prnewswire.com/news-releases/enteromedics-announces-acquisition-of-reshap… 8/7/2018
`
`Fulfillium Exhibit 2004, Page 6
`ReShape v. Fulfillium
`Case IPR2018-00958
`
`