Endologix and TriVascular Announce Merger Plans

October 26, 2015—Endologix, Inc. and TriVascular Technologies, Inc. announced that they have entered into a definitive merger agreement under which Endologix and TriVascular will combine in a stock and cash transaction. The boards of directors of both Endologix and TriVascular have unanimously approved the terms of the merger agreement. The transaction is expected to close in January 2016, subject to customary closing conditions, including the approval of TriVascular’s stockholders and completion of all necessary regulatory reviews.

After the closing of the transaction, the combined company will conduct business as Endologix, Inc. with its United States headquarters in Irvine, California, where Endologix’s current headquarters are located. TriVascular is located in Santa Rosa, California.

Endologix will acquire TriVascular through the merger of a wholly owned subsidiary of Endologix with and into TriVascular. TriVascular will survive the merger as a wholly owned subsidiary of Endologix.

The transaction is valued at $9.10 per TriVascular share, or a total of approximately $211 million, based on Endologix's closing stock price of $13.81 per share on October 23, 2015. Upon completion of the merger, Endologix stockholders will own approximately 84% of the shares of the combined company on a fully diluted basis and TriVascular stockholders will own approximately 16%.

John McDermott, the current Chairman and Chief Executive Officer of Endologix, will become Chairman and Chief Executive Officer of the combined company. The Endologix board of directors will be composed of the existing Endologix board along with one representative from TriVascular’s existing board, who is anticipated to be TriVascular’s President and Chief Executive Officer Christopher G. Chavez.

In connection with the merger, certain executive officers and the directors of TriVascular, including investment entities affiliated with the directors of TriVascular, have entered into voting agreements with Endologix covering approximately 32.5% of TriVascular's outstanding shares.

In the announcement, John McDermott of Endologix commented, “This merger enhances the near and long-term growth potential of our business by bringing together two of the most innovative companies in the field of endovascular abdominal aortic aneurysm (AAA) treatment. We believe the combined company will be uniquely positioned to provide physicians with three complementary products to treat a wide range of patient anatomies. These devices, the AFX (Endologix), Ovation (Trivascular), and Nellix (Endologix) systems, each offer unique clinical advantages and together will offer physicians the ability to choose the best solution for each patient—all provided by one company.”

Mr. McDermott continued, “In addition to the existing products, the combined company will have a deep pipeline of new devices including AFX2 and the Ovation iX system that are both planned for market introduction by the first quarter of 2016. These new products are expected to be followed by additional new technologies including the launch of Nellix in the United States, which is expected to receive premarket approval by the end of 2016.” He added, “In addition to the strong product portfolio, the merger brings together two experienced endovascular AAA sales and clinical teams in the United States and Europe. The combined organizations will provide broader coverage, increased clinical support and convenience for physicians and hospitals who want to access multiple technologies through a single company and representative.”

Also in the press release, Mr. Chavez of TriVascular stated, “Endologix and TriVascular are two entrepreneurial companies that share a strong strategic focus on providing physicians with innovative and less invasive technologies to make endovascular aortic repair safer and available to more patients, including the significant number of patients with challenging aortoiliac anatomy. We believe physician and patient access to the Ovation platform will be significantly enhanced from a combined larger, stronger and more experienced field sales and service organization. We look forward to combining our significant and complementary expertise and capabilities for the benefit of our customers, patients, employees and stockholders.”