HTRN/Endo Tender Offer

Form SC TO-T
HEALTHTRONICS, INC. - HTRN

Filed: May 19, 2010 (period: )
Tender offer schedule and amendment filed by a third party

Table of Contents
SC TO-T - SCHEDULE TO
EX-99.(A)(1)(A) (OFFER TO PURCHASE)
EX-99.(A)(1)(B) (FORM OF LETTER OF TRANSMITTAL)
EX-99.(A)(1)(C) (FORM OF NOTICE OF GUARANTEE DELIVERY)
EX-99.(A)(1)(D) (FORM OF LETTER TO BROKERS)
EX-99.(A)(1)(E) (FORM OF LETTER TO CLIENTS)
EX-99.(A)(1)(F) (INTERNAL REVENUE SERVICE FORM W-9)
EX-99.(A)(1)(H) (FORM OF SUMMARY ADVERTISEMENT)
EX-99.(A)(5)(C) (ARTICLE 13 OF THE GEORGIA BUSINESS CORPORATION CODE)
EX-99.(A)(5)(D) (PETITION FILED BY IRVING M. PINKUS)
EX-99.(A)(5)(E) (PETITION FILED BY NITTIN NAMJOSHI)
EX-99.(A)(5)(F) (PETITION FILED BY ANTHONY CANCELLIERE)
EX-99.(D)(3) (CONFIDENTIALITY AGREEMENT)
EX-99.(D)(4) (EXCLUSIVITY AGREEMENT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
HealthTronics, Inc.
(Name of Subject Company (Issuer))
HT Acquisition Corp.
and
Endo Pharmaceuticals Holdings Inc.
(Names of Filing Persons (Offerors))
Common Stock, without par value

(Title of Class of Securities)
42222L107
(CUSIP Number of Class of Securities)
Caroline B. Manogue
Executive Vice President, Chief Legal Officer and Secretary
100 Endo Boulevard
Chadds Ford, Pennsylvania 19317
(610) 558-9800
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Eileen T. Nugent, Esq.
Brandon Van Dyke, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, New York 10036
(212) 735-3000
CALCULATION OF FILING FEE
Transaction Valuation(1) Amount of Filing Fee(2)

$222,854,757.75 $15,889.54
(1) Estimated solely for purposes of calculating the filing fee. The transaction value was determined by adding
(i) the product of (x) the offer price of $4.85 net per share in cash and (y) 45,630,810 shares of common stock, without par value (“Shares”) of HealthTronics, Inc.
(“HealthTronics”) outstanding as of May 4, 2010 (including 1,785,230 Shares that were outstanding as of the relevant time but were subject to vesting or other
forfeiture restrictions or a right of repurchase by Company as of such time), as represented by HealthTronics in the Merger Agreement (as defined herein) and (ii) the
product of (x) 667,500 outstanding and unexercised options to acquire Shares with an exercise price of less than $4.85 per share as of May 4, 2010 and (y) the
difference between (A) the offer price of $4.85 net per Share and (B) $2.5349, which represents the weighted average exercise price of the outstanding and unexercised
options with an exercise price of less than $4.85 per share as of May 4, 2010.
(2) The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #5 for Fiscal Year
2010, issued March 10, 2010 by multiplying the transaction value by 0.00007130.
 Check the box if any part of the fee is offset as provided by Rule 0-11 (a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: None Filing Party: Not applicable

Form or Registration No.: Not applicable Date Filed: Not applicable
 Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
 third-party tender offer subject to Rule 14d-1.
 issuer tender offer subject to Rule 13e-4.
 going-private transaction subject to Rule 13e-3.
 amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: 
This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the offer by HT Acquisition Corp., a Georgia corporation (“Purchaser”) and
a direct, wholly-owned subsidiary of Endo Pharmaceuticals Holdings Inc., a Delaware corporation (“Endo”), to purchase all outstanding shares of common stock,
without par value (“Shares”), of HealthTronics, Inc., a Georgia corporation (“HealthTronics”), at a price of $4.85 per Share, net to the seller in cash less any
required withholding taxes and without interest (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 19,
2010 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as it may be amended or
supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), which are annexed to and filed with this
Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Schedule TO is being filed on behalf of Purchaser and Endo. Unless otherwise indicated,
references to sections in this Schedule TO are references to sections of the Offer to Purchase. The Agreement and Plan of Merger, dated as of May 5, 2010 (as
amended or supplemented from time to time, the “Merger Agreement”), by and among HealthTronics, Endo and Purchaser, a copy of which agreement is
attached as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO.
ITEM 1. SUMMARY TERM SHEET.

The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.

(a) The name of the subject company and the issuer of the securities subject to the Offer is HealthTronics, Inc., a Georgia corporation. Its principal executive
office is located at 9825 Spectrum Drive, Building 3, Austin, Texas 78717 and its telephone number is (512) 328-2892.
(b) This Schedule TO relates to HealthTronics’ Shares. According to HealthTronics, as of May 4, 2010, there were approximately 45,630,810 Shares issued and
outstanding and 2,787,949 outstanding and unexercised options to acquire Shares, as represented by HealthTronics in the Merger Agreement.
(c) The information concerning the principal market, if any, in which the Shares are traded and certain high and low closing prices for the Shares in the principal
market in which the Shares are traded set forth in Section 6 (“Price Range of Shares; Dividends”) of the Offer to Purchase is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

(a), (b), (c) The filing companies of this Schedule TO are (i) HT Acquisition Corp., a company incorporated under the laws of the State of Georgia and a direct,
wholly-owned subsidiary of Endo Pharmaceuticals Holdings Inc., and (ii) Endo Pharmaceuticals Holdings Inc., a company incorporated under the laws of the State of
Delaware. Each of Purchaser’s and Endo’s principal executive office is located at c/o Endo Pharmaceuticals Holdings Inc., 100 Endo Boulevard, Chadds Ford,
Pennsylvania 19317, and the telephone number of each is (610) 558-9800. The information regarding Purchaser and Endo set forth in Section 9 (“Certain Information
Concerning Purchaser and Endo”) of the Offer to Purchase and Schedule A of the Offer to Purchase is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.

(a)(1)(i) The information set forth in the sections of the Offer to Purchase titled “Summary Term Sheet” and “Introduction” and Section 1 (“Terms of the Offer”)
of the Offer to Purchase is incorporated herein by reference.
(a)(1)(ii) The information set forth in the sections of the Offer to Purchase titled “Summary Term Sheet” and “Introduction” and Section 3 (“Procedures for
Tendering Shares”) of the Offer to Purchase is incorporated herein by reference.
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(a)(1)(iii) The information set forth in the sections of the Offer to Purchase titled “Summary Term Sheet” and “Introduction” and Section 1 (“Terms of the
Offer”) of the Offer to Purchase is incorporated herein by reference.
(a)(1)(iv) The information set forth in the sections of the Offer to Purchase titled “Summary Term Sheet” and “Introduction” and Section 1 (“Terms of the
(a)(1)(v) The information set forth in the sections of the Offer to Purchase titled “Summary Term Sheet” and “Introduction” and Section 1 (“Terms of the
(a)(1)(vi) The information set forth in the sections of the Offer to Purchase titled “Summary Term Sheet” and Section 4 (“Withdrawal Rights”) of the Offer to
Purchase is incorporated herein by reference.
(a)(1)(vii) The information set forth in the sections of the Offer to Purchase titled “Summary Term Sheet” and Section 3 (“Procedures for Tendering Shares”)
and Section 4 (“Withdrawal Rights”) of the Offer to Purchase is incorporated herein by reference.
(a)(1)(viii) The information set forth in the sections of the Offer to Purchase titled “Summary Term Sheet” and Section 2 (“Acceptance for Payment and
Payment for Shares”) and Section 3 (“Procedures for Tendering Shares”) of the Offer to Purchase is incorporated herein by reference.
(a)(1)(ix) Not applicable.
(a)(1)(x) The information set forth in the sections of the Offer to Purchase titled “Summary Term Sheet” and Section 7 (“Possible Effects of the Offer on the
Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin Regulations”) of the Offer to Purchase is incorporated herein by reference.
(a)(1)(xi) Not applicable.
(a)(1)(xii) The information set forth in the sections of the Offer to Purchase titled “Summary Term Sheet” and “Introduction” and Section 5 (“Certain Material
U.S. Federal Income Tax Consequences of the Offer and the Merger”) of the Offer to Purchase is incorporated herein by reference.
(a)(2) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

(a)(b) The information set forth in Section 8 (“Certain Information Concerning HealthTronics”), Section 9 (“Certain Information Concerning Purchaser and
Endo”), Section 10 (“Background of the Offer; Contacts with HealthTronics”) and Section 11 (“Purpose of the Offer and Plans for HealthTronics; Summary of the
Merger Agreement and Certain Other Agreements”) of the Offer to Purchase is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

(a), (c)(1), (4-7) The information set forth in the sections of the Offer to Purchase titled “Summary Term Sheet” and “Introduction” and Section 7 (“Possible
Effects of the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin Regulations”) and Section 11 (“Purpose of the Offer and
Plans for HealthTronics; Summary of the Merger Agreement and Certain Other Agreements”) of the Offer to Purchase is incorporated herein by reference.
(c)(2-3) Not applicable.
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ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the sections of the Offer to Purchase titled “Summary Term Sheet” and Section 12 (“Source and Amount of Funds”) is
incorporated herein by reference.
(b)(d) Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

Not applicable.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

(a) The information set forth in Section 16 (“Fees and Expenses”) and Section 10 (“Background of the Offer; Contacts with HealthTronics”) of the Offer to
Purchase is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.

Not Applicable. In accordance with the instructions to Item 10 of the Schedule TO, the financial statements are not considered material because:
(a) the consideration offered consists solely of cash;
(b) the offer is not subject to any financing condition; and
(c) the offer is for all outstanding securities of the subject class.
ITEM 11. ADDITIONAL INFORMATION.

(a)(2) The information set forth in Section 15 (“Certain Legal Matters”) of the Offer to Purchase is incorporated herein by reference.
(b) Not applicable.
ITEM 12. EXHIBITS.
(a)(1)(A) Offer to Purchase, dated May 19, 2010
(a)(1)(B) Form of Letter of Transmittal
(a)(1)(C) Form of Notice of Guaranteed Delivery
(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(E) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F) Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification), including instructions for completing the form
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(a)(1)(G) Press Release of Endo, dated May 5, 2010 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Endo with the
Securities and Exchange Commission on May 6, 2010)
(a)(1)(H) Form of summary advertisement, published May 19, 2010 in The Wall Street Journal
(a)(2) Not applicable
(a)(5)(A) Slide presentation relating to May 5, 2010 conference call (incorporated by reference to Exhibit 99.2 to the Form 8-K filed by Endo with the
(a)(5)(B) Script for conference call with Blaine T. Davis, David P. Holveck and James S.B. Whittenburg, dated May 5, 2010 (incorporated by reference to
Exhibit 99.(a)(1) to the Schedule TO-C filed by Endo with the Securities and Exchange Commission on May 7, 2010)
(a)(5)(C) Article 13 of the Georgia Business Corporation Code
(a)(5)(D) Petition filed by Irving M. Pinkus C/F Gabriel P. Pinkus UTMA/IN in the District Court of Travis County in the State of Texas on May 11, 2010
(a)(5)(E) Petition filed by Nittin Namjoshi in District Court of Travis County in the State of Texas on May 13, 2010
(a)(5)(F) Petition filed by Anthony Cancelliere in the District Court of Travis County in the State of Texas on May 14, 2010
(b) Not applicable
(d)(1) Agreement and Plan of Merger, dated as of May 5, 2010, by and among Endo, Purchaser and HealthTronics (incorporated by reference to Exhibit
2.1 to the Current Report on Form 8-K filed by Endo with the Securities Exchange Commission on May 7, 2010)
(d)(2) Form of Shareholder Tender Agreement (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Endo with the
(d)(3) Confidentiality Agreement, dated as of March 2, 2010, by and between Endo and HealthTronics
(d)(4) Exclusivity Agreement, dated as of April 17, 2010, by and between Endo and HealthTronics
(g) Not applicable
(h) Not applicable
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
By: /S/ CAROLINE B. MANOGUE

Name: Caroline B. Manogue
Title:
By: /S/ CAROLINE B. MANOGUE

Name: Caroline B. Manogue
Title:
Dated: May 19, 2010
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EXHIBIT INDEX
(a)(1)(A) Offer to Purchase, dated May 19, 2010
(a)(1)(B) Form of Letter of Transmittal
(a)(1)(C) Form of Notice of Guaranteed Delivery
(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(E) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F) Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification), including instructions for completing the form
(a)(1)(G) Press Release of Endo, dated May 5, 2010 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Endo with the
(a)(1)(H) Form of summary advertisement, published May 19, 2010 in The Wall Street Journal
(a)(5)(A) Slide presentation relating to May 5, 2010 conference call (incorporated by reference to Exhibit 99.2 to the Form 8-K filed by Endo with the
(a)(5)(B) Script for conference call with Blaine T. Davis, David P. Holveck and James S.B. Whittenburg, dated May 5, 2010 (incorporated by reference to
Exhibit 99.(a)(1) to the Schedule TO-C filed by Endo with the Securities and Exchange Commission on May 7, 2010)
(a)(5)(C) Article 13 of the Georgia Business Corporation Code
(a)(5)(D) Petition filed by Irving M. Pinkus C/F Gabriel P. Pinkus UTMA/IN in the District Court of Travis County in the State of Texas on May 11, 2010
(a)(5)(E) Petition filed by Nittin Namjoshi in District Court of Travis County in the State of Texas on May 13, 2010
(a)(5)(F) Petition filed by Anthony Cancelliere in the District Court of Travis County in the State of Texas on May 14, 2010
(b) Not applicable
(d)(1) Agreement and Plan of Merger, dated as of May 5, 2010, by and among Endo, Purchaser and HealthTronics (incorporated by reference to Exhibit
2.1 to the Current Report on Form 8-K filed by Endo with the Securities Exchange Commission on May 7, 2010)
(d)(2) Form of Shareholder Tender Agreement (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Endo with the
(d)(3) Confidentiality Agreement, dated as of March 2, 2010, by and between Endo and HealthTronics
(d)(4) Exclusivity Agreement, dated as of April 17, 2010, by and between Endo and HealthTronics
(g) Not applicable
(h) Not applicable
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Table of Contents
Exhibit (a)(1)(A)
Offer to Purchase
All Outstanding Shares of Common Stock
of
HealthTronics, Inc.
at
$4.85 Net Per Share in Cash
by
a direct wholly-owned subsidiary of
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, JULY 1, 2010, UNLESS THE
OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “ EXPIRATION DATE ”).
HT Acquisition Corp., a Georgia corporation (“Purchaser”), is offering to purchase all outstanding shares of common stock, without par value (“ Shares ”), of
HealthTronics, Inc., a Georgia corporation (“ HealthTronics ”), at a price of $4.85 per Share, net to the seller in cash (less any required withholding taxes and without
interest) (the “ Offer Price ”), upon the terms and subject to the conditions set forth in this Offer to Purchase (together with any amendments or supplements hereto, this
“ Offer to Purchase ”) and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “ Letter of Transmittal ” and, together with
this Offer to Purchase, the “ Offer ”). The Offer is being made in connection with the Agreement and Plan of Merger, dated as of May 5, 2010 (together with any
amendments or supplements thereto, the “ Merger Agreement ”), by and among HealthTronics, Endo Pharmaceuticals Holdings Inc., a Delaware corporation and our
direct parent (“ Endo ”), and Purchaser, pursuant to which, after the completion of the Offer and the satisfaction or waiver of certain conditions, we will be merged with
and into HealthTronics, and HealthTronics will be the surviving corporation (the “ Merger ”).
The HealthTronics board of directors has, subject to the terms and conditions set forth in the Merger Agreement, unanimously (i) determined that the
Offer, the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of, the holders of Shares,
(ii) adopted and approved the Merger Agreement and declared it advisable that HealthTronics enter into the Merger Agreement and (iii) resolved to
recommend that the holders of Shares accept the Offer and, if required, vote their Shares in favor of the adoption and approval of the Merger Agreement and
approval of the Merger.
There is no financing condition to the Offer. The Offer is, however, subject to various other conditions. See Section 13—“ Conditions of the Offer .” A
summary of the principal terms of the Offer appears on pages 1 through 11 of this Offer to Purchase. You should read this entire document carefully before
deciding whether to tender your Shares.
May 19, 2010

Table of Contents
IMPORTANT
If you desire to tender all or any portion of your Shares to us pursuant to the Offer, you should either (a) complete and sign the Letter of Transmittal, which is
enclosed with this Offer to Purchase, in accordance with the instructions contained in the Letter of Transmittal, mail or deliver the Letter of Transmittal and any other
required documents to American Stock Transfer & Trust Company (the “ Depositary ”) for the Offer, and either deliver the certificates for your Shares to the
Depositary along with the Letter of Transmittal or tender your Shares by book-entry transfer by following the procedures described in Section 3—“ Procedures for
Tendering Shares ” of this Offer to Purchase, in each case prior to the Expiration Date (as defined in Section 1 of this Offer to Purchase) of the Offer, or (b) request that
your broker, dealer, commercial bank, trust company or other nominee effect the transaction for you. If you hold Shares registered in the name of a broker, dealer,
commercial bank, trust company or other nominee you must contact that institution in order to tender your Shares to us pursuant to the Offer.
If you desire to tender your Shares to us pursuant to the Offer and the certificates representing your Shares are not immediately available, or you cannot comply
in a timely manner with the procedures for tendering your Shares by book-entry transfer, or you cannot deliver all required documents to the Depositary prior to the
Expiration Date, you may tender your Shares to us pursuant to the Offer by following the procedures for guaranteed delivery described in Section 3— “Procedures for
Tendering Shares ” of this Offer to Purchase.
***
Questions and requests for assistance may be directed to MacKenzie Partners, Inc. (the “Information Agent”) at its address and telephone number set forth on the
back cover of this Offer to Purchase. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal, the notice of guaranteed delivery (the “ Notice
of Guaranteed Delivery ”) and other tender offer materials may be directed to the Information Agent. You may also contact your broker, dealer, commercial bank, trust
company or other nominee for assistance.
TABLE OF CONTENTS
Page
SUMMARY TERM SHEET 3
INTRODUCTION 11
THE TENDER OFFER 14
1. Terms of the Offer 14
2. Acceptance for Payment and Payment for Shares 16
3. Procedures for Tendering Shares 17
4. Withdrawal Rights 19
5. Certain Material U.S. Federal Income Tax Consequences of the Offer and the Merger 20
6. Price Range of Shares; Dividends 22
7. Possible Effects of the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin Regulations 22
8. Certain Information Concerning HealthTronics 24
9. Certain Information Concerning Purchaser and Endo 26
10. Background of the Offer; Contacts with HealthTronics 28
11. Purpose of the Offer and Plans for HealthTronics; Summary of the Merger Agreement and Certain Other Agreements 34
12. Source and Amount of Funds 51
13. Conditions of the Offer 52
14. Dividends and Distributions 53
15. Certain Legal Matters 53
16. Fees and Expenses 58
17. Miscellaneous 58
SCHEDULE A 59
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Table of Contents
SUMMARY TERM SHEET
Purchaser, a direct wholly-owned subsidiary of Endo, is offering to purchase all outstanding shares of common stock, without par value, of HealthTronics at a
price of $4.85 net per share in cash (less any applicable withholding taxes and without interest), as further described herein, upon the terms and subject to the
conditions set forth in this Offer to Purchase and the accompanying Letter of Transmittal. The following are some questions you, as a shareholder of HealthTronics,
may have and answers to those questions. This summary term sheet highlights selected information from this Offer to Purchase, and may not contain all of the
information that is important to you and is qualified in its entirety by the more detailed descriptions and explanations contained in this Offer to Purchase and the
accompanying Letter of Transmittal. To better understand our Offer to you and for a complete description of the legal terms of the Offer, you should read this Offer to
Purchase and the accompanying Letter of Transmittal carefully and in their entirety. Questions or requests for assistance may be directed to the Information Agent at
its address and telephone numbers set forth on the back cover of this Offer to Purchase. Unless otherwise indicated in this Offer to Purchase or the context otherwise
requires, all references in this Offer to Purchase to “we,” “our,” or “us” refer to Purchaser or Endo, as the context requires. We refer to the subsidiaries, limited
partnerships, limited liability companies and other legal entities of which HealthTronics, any of its subsidiaries, any such limited partnerships, limited liability
companies and other legal entities or any of their affiliates or officers constitutes the general partner, a member, management agent or a manager or with respect to
which HealthTronics, any of its subsidiaries or any of their affiliates or officers otherwise supervises or coordinates the management or administration of day-to-day
operations for the provision of any Service (as defined in the Merger Agreement) as the “HealthTronics Entities.”
WHO IS OFFERING TO BUY MY SECURITIES?

• The Offer is by Purchaser, a recently formed Georgia corporation and a direct wholly-owned subsidiary of Endo. Purchaser has been
organized in connection with this Offer and has not carried on any activities other than entering into the Merger Agreement and activities in
connection with this Offer. See Section 9.
• Endo is a specialty pharmaceutical company engaged in the research, development, sale and marketing of branded and generic prescription
pharmaceuticals used to treat and manage pain, prostate cancer, bladder cancer and the early onset of puberty in children, or central
precocious puberty (CPP). Its products include LIDODERM , a topical patch to relieve the pain of postherpetic neuralgia; Percocet and
® ®
Percodan tablets for the relief of moderate-to-moderately severe pain; FROVA tablets for the acute treatment of migraine attacks with or
® ®
without aura in adults; OPANA tablets for the relief of moderate-to-severe acute pain where the use of an opioid is appropriate; OPANA
® ®
ER tablets for the relief of moderate-to-severe pain in patients requiring continuous, around-the-clock opioid treatment for an extended period
of time; Voltaren Gel, which is owned and licensed by Novartis AG, a nonsteroidal anti-inflammatory drug indicated for the relief of the
®
pain of osteoarthritis of joints amenable to topical treatment, such as those of the hands and the knees; VANTAS for the palliative treatment
®
of advanced prostate cancer; SUPPRELIN LA for the treatment of early onset puberty in children; and VALSTAR™ for the treatment of
®
BCG-refractory carcinoma in situ (CIS) of the urinary bladder in patients for whom immediate cystectomy would be associated with
unacceptable medical risks. The company markets its branded pharmaceutical products to physicians in pain management, urology,
endocrinology, oncology, neurology, surgery and primary care. See Section 9.
WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THIS OFFER?
• Purchaser is seeking to purchase all of the issued and outstanding shares of common stock, without par value, of HealthTronics. See the
Introduction and Section 1.
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HOW MUCH ARE WE OFFERING TO PAY AND WHAT IS THE FORM OF PAYMENT?
• Purchaser is offering to pay $4.85 per Share, net to you in cash (less any applicable withholding taxes and without interest), upon the terms
and subject to the conditions contained in this Offer to Purchase and in the accompanying Letter of Transmittal.
• If you are the record owner of your Shares and you tender your Shares in the Offer, you will not have to pay any brokerage fees or similar
expenses. If you own your Shares through a broker, dealer, commercial bank, trust company or other nominee and your broker, dealer,
commercial bank, trust company or other nominee tenders your Shares on your behalf, your broker, dealer, commercial bank, trust company
or other nominee may charge a fee for doing so. You should consult your broker, dealer, commercial bank, trust company or other nominee to
determine whether any charges will apply.
WHY IS PURCHASER MAKING THIS OFFER?

• Purchaser is making this Offer because Purchaser and Endo want to acquire HealthTronics. See Sections 1 and 11.
WHAT ARE THE MOST SIGNIFICANT CONDITIONS OF THE OFFER?

• The Offer is conditioned upon, among others, the following:
• there having been validly tendered and not validly withdrawn prior to the expiration date for the Offer (as it may have been extended or
re-extended pursuant to the Merger Agreement) that number of Shares which, when added to the Shares already owned by Endo and its
subsidiaries, represents at least a majority of the total number of outstanding Shares on a “fully diluted basis” (which assumes
conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and
conditions thereof) on the Expiration Date. We refer to this condition (as more fully described in Section 13) as the “ Minimum Tender
Condition; ”
• any waiting period (and any extension thereof) applicable to the consummation of the Offer under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, including the rules and regulations promulgated thereunder, and any other applicable foreign
antitrust, competition or similar law having expired or been terminated;
• there being no applicable law and no permanent injunction or other judgment, order or decree entered, promulgated, enforced or issued
by any court or other governmental entity of competent jurisdiction in the United States or any material foreign jurisdiction remaining
in effect which has the effect of making illegal or otherwise prohibiting the consummation of the Offer, the merger contemplated by the
Merger Agreement (the “ Merger ”) or the other transactions contemplated by the Merger Agreement, or imposes any material
limitations on Endo’s ownership of HealthTronics and the HealthTronics Entities (taken as a whole), or operation of all or a material
portion of Endo’s, on the one hand, or HealthTronics’ and the HealthTronics Entities’ (taken as a whole), on the other hand, businesses
or assets, or compelling Endo or HealthTronics or any of their respective subsidiaries or any HealthTronics Entity to dispose of or hold
separate any material portion of the business or assets of Endo or HealthTronics;
• there not existing any temporary restraining order, preliminary injunction, pending or threatened in writing (or in some other manner
that can be independently verified by HealthTronics), nor any litigation by any governmental entity pending or threatened in writing (or
in some other manner that can be independently verified by HealthTronics), challenging or seeking to enjoin the closing of the Offer or
the other transactions contemplated by the Merger Agreement, or seeking to prohibit or impose any material limitations on Endo’s
ownership of HealthTronics and the
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HealthTronics Entities (taken as a whole), or operation of all or a material portion of Endo’s, on the one hand, or HealthTronics’ and the
HealthTronics Entities’ (taken as a whole), on the other hand, businesses or assets, or compelling Endo or HealthTronics or any of their
respective subsidiaries or any HealthTronics Entity to dispose of or hold separate any material portion of the business or assets of Endo or
HealthTronics. We refer to this condition (as more fully described in Section 13) as the “ No Governmental Action Condition; ” and
• there not having been any occurrence, event, change, effect or development that, individually or in the aggregate, has had or would
reasonably be expected to have any material adverse effect on the business of HealthTronics (as more fully described in Section 13).
• Endo reserves the right to waive any of the conditions to the Offer in its sole discretion, other than the Minimum Tender Condition.
• The Offer is subject to other conditions as well. A more detailed discussion of the conditions to consummation of the Offer is contained in the
Introduction, Section 1 and Section 13.
IS THERE AN AGREEMENT GOVERNING THE OFFER?

• Yes. HealthTronics, Endo and Purchaser have entered into the Merger Agreement. The Merger Agreement provides, among other things, for
the terms and conditions of the Offer and, following consummation of the Offer, the Merger. See Section 11.
DO YOU HAVE FINANCIAL RESOURCES TO MAKE PAYMENT?

• Yes. Endo, our parent company, is a publicly traded company with an equity market capitalization of approximately $2.5 billion (based upon
the closing price of Endo shares on the NASDAQ Global Select Market on May 18, 2010) and has $914 million cash on hand as of May 17,
2010. Endo will provide us with the sufficient funds to purchase the Shares in the Offer. The Offer is not conditioned upon entering into any
financing arrangements. See Sections 11 and 12.
IS YOUR FINANCIAL CONDITION RELEVANT TO MY DECISION TO TENDER IN THE OFFER?

• No. Endo has sufficient resources which will be used to provide us with the funds necessary to purchase the Shares in the Offer.
• Purchaser has been organized solely in connection with the Merger Agreement and this Offer and has not carried on any activities other than
in connection with the Merger Agreement and this Offer. Because the form of payment consists solely of cash that will be provided to us by
Endo and because of the lack of any relevant historical information concerning us, our financial condition is not relevant to your decision to
tender in the Offer. See Section 12.
HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE OFFER?

• You will have at least until 5:00 p.m., New York City time, on Thursday, July 1, 2010, to decide whether to tender your Shares in the Offer,
unless Purchaser extends the Offer, in which event you will have until the expiration date of the Offer as so extended. If you cannot deliver
everything that is required in order to make a valid tender by that time, you may be able to use a guaranteed delivery procedure which is
described in Section 3 of this Offer to Purchase. See also Section 1.
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CAN THE OFFER BE EXTENDED, AND UNDER WHAT CIRCUMSTANCES?
• Purchaser may, in its discretion, but subject to applicable law and the Merger Agreement, extend on one or more occasions in increments of
no more than five business days the period of time during which the Offer remains open if any of the conditions to the Offer have not been
satisfied or, in Purchaser’s discretion, waived.
• Purchaser will also be obligated to extend the period of time during which the Offer remains open for any period required by the Securities
and Exchange Commission or the NASDAQ Global Select Market and until such time as the waiting period (or any extension thereof)
applicable to the consummation of the Offer under the HSR Act (as defined below) and any other applicable foreign antitrust, competition or
similar law has expired or terminated.
• In addition to any other extensions, Purchaser will be obligated to extend the period of time during which the Offer remains open for an
additional 10 business days, followed by an additional 5 business days, if, as of the date on which the Offer would initially expire, or as of the
expiration date of such first 10 business day extension, the Minimum Tender Condition or the No Governmental Action Condition is not
satisfied but all of the conditions to the Offer other than the Minimum Tender Condition or the No Governmental Action Condition, as
applicable, are satisfied.
• In addition to any other extensions, Purchaser will be obligated to extend the period of time during which the Offer remains open for an
additional 5 business days if, as of the date on which the Offer would initially expire, the condition relating to HealthTronics’ compliance in
all material respects with all of its obligations under the Merger Agreement is not satisfied in circumstances where HealthTronics did not
have at least 5 days written notice from Endo of the facts or circumstances underlying the failure of such condition to be satisfied but all of
the other conditions to the Offer are satisfied or waived.
• In addition, we may also elect to provide a “subsequent offering period” for the Offer. A subsequent offering period, if we include one, will
be an additional period of not less than three business days nor more than 20 business days after we have accepted for payment and made
payment for Shares in the Offer. You will not have withdrawal rights during any subsequent offering period. See Sections 1 and 2.
HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?

• If Purchaser extends the Offer, we will inform American Stock Transfer & Trust Company, the Depositary for this Offer, of that fact and will
issue a press release giving the new expiration date no later than 9:00 a.m., New York City time, on the next business day after the day on
which the Offer was previously scheduled to expire. See Section 1.
• If Purchaser elects to provide or extend any subsequent offering period, a public announcement of such determination will be made no later
than 9:00 a.m., New York City time, on the next business day after the day on which the Offer was previously scheduled to expire or the date
of termination of any subsequent offering period. See Section 1.
HOW DO I TENDER MY SHARES?

• To tender Shares, you must deliver the certificates representing your Shares, together with a completed Letter of Transmittal and any other
documents required by the Letter of Transmittal, to American Stock Transfer & Trust Company, the Depositary for the Offer, prior to the
time the Offer expires. The Letter of Transmittal is enclosed with this Offer to Purchase. If your Shares are held in street name (i.e., through a
broker, dealer or other nominee), your Shares can be tendered by your nominee by book-entry transfer through The Depository Trust
Company. If you are unable to deliver any required
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document or instrument to the Depositary by the expiration of the Offer, you may gain some extra time by having a broker, a bank or other
fiduciary that is an eligible guarantor institution guarantee that the missing items will be received by the Depositary by using the enclosed Notice
of Guaranteed Delivery. For the tender to be valid, however, the Depositary must receive the missing items within three NASDAQ Global Select
Market trading days after the date of execution of such Notice of Guaranteed Delivery. See Section 3.
• If you cannot deliver all necessary documents to the Depositary in time, you may be able to complete and deliver to the Depositary, in lieu of
the missing documents, the enclosed Notice of Guaranteed Delivery, provided you are able to comply fully with its terms. See Section 3.
• In all cases, payment for tendered Shares will be made only after timely receipt by the Depositary of certificates for such Shares (or of a
confirmation of a book-entry transfer of such Shares as described in Section 3) and a properly completed and duly executed Letter of
Transmittal and any other required documents for such Shares. See also Section 2.
UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES?

• You may withdraw previously tendered Shares any time prior to the expiration of the Offer. Shares tendered during the subsequent
offering period, if any, may not be withdrawn. See Section 4.
HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES?

• To withdraw previously tendered Shares, you must deliver a written notice of withdrawal with the required information to the Depositary
while you still have the right to withdraw. If you tendered Shares by giving instructions to a broker, dealer, commercial bank, trust company
or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of
your Shares. See Section 4.
WHAT DOES THE BOARD OF DIRECTORS OF HEALTHTRONICS THINK OF THE OFFER?

• HealthTronics’ board of directors has unanimously recommended acceptance of the Offer. Certain of the HealthTronics executive officers
owning Shares of HealthTronics have also individually agreed to tender their own Shares in the Offer. HealthTronics’ full statement on the
Offer is set forth in its Schedule 14D-9, which it has filed with the Securities and Exchange Commission concurrently with the filing of our
Schedule TO-T. See also the Introduction.
WILL THE TENDER OFFER BE FOLLOWED BY A MERGER IF ALL THE SHARES ARE NOT TENDERED?
• If, pursuant to the Offer, Purchaser accepts for payment and pays for at least that number of Shares that, when added to Shares then owned by
Endo or any of its subsidiaries, constitutes a majority of the outstanding Shares on a fully diluted basis, we will seek to merge with and into
HealthTronics. If the Merger occurs, HealthTronics will become a direct wholly-owned subsidiary of Endo, and each issued and then
outstanding Share (other than any Shares held in the treasury of HealthTronics, or owned by Endo, Purchaser or any of Endo’s other
subsidiaries and any Shares held by HealthTronics shareholders properly seeking appraisal for their Shares under Georgia law) will be
canceled and converted automatically into the right to receive $4.85 per Share, in cash, less any applicable withholding taxes and without
interest. See also the Introduction.
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IF A MAJORITY OF SHARES ARE TENDERED AND ARE ACCEPTED FOR PAYMENT, WILL HEALTHTRONICS CONTINUE AS A PUBLIC
COMPANY?
• If the Merger occurs, HealthTronics will no longer be publicly owned. Even if the Merger does not occur, if Purchaser purchases all Shares
that have been tendered, there may be so few remaining shareholders and publicly held Shares that the Shares may no longer be eligible to be
traded through the NASDAQ Global Select Market or any other securities market, there may not be a public trading market for the Shares,
and HealthTronics may cease making filings with the Securities and Exchange Commission or otherwise cease being required to comply with
Securities and Exchange Commission rules relating to publicly held companies. See Section 7.
IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES?

• If you decide not to tender your Shares in the Offer and the Merger occurs as described above, you will receive in the Merger the right to
receive the same amount of cash per Share as if you had tendered your Shares in the Offer.
• If you decide not to tender your Shares in the Offer and the Merger does not occur, and Purchaser purchases Shares that have been tendered,
you will remain a shareholder of HealthTronics but there may be so few remaining shareholders and publicly held Shares that the Shares will
no longer be eligible to be traded through the NASDAQ Global Select Market or any other securities market, there may not be a public
trading market for the Shares, and HealthTronics may cease making filings with the Securities and Exchange Commission or otherwise cease
being required to comply with Securities and Exchange Commission rules relating to publicly held companies. If Purchaser purchases Shares
in the Offer, we are obligated under the Merger Agreement to cause the proposed Merger to occur. Following acceptance of Shares for
payment but prior to the Merger, or if the Merger does not occur as described above, Purchaser and its affiliates (including Endo) reserve the
right at any time, subject to applicable law, to purchase Shares through the exercise of the Top-Up Option (as defined below), in the open
market, through privately negotiated sales or otherwise at any price we may determine, whether higher or lower than that paid in the Offer.
See Section 7.
• Following the Offer, it is possible that the Shares might no longer constitute “margin securities” for purposes of the margin regulations of the
Federal Reserve Board, in which case your Shares may no longer be used as collateral for loans made by brokers. See Section 7.
WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE?

• On May 5, 2010, the last full trading day prior to the public announcement of the terms of the Offer and the Merger, the last reported closing
sales price per Share on the NASDAQ Global Select Market during normal trading hours was $3.62 per Share.
• On May 18, 2010, the last full trading day before we commenced the Offer, the last reported closing price per Share reported on the
NASDAQ Global Select Market was $4.79 per Share. See Section 6.
HAVE ANY SHAREHOLDERS ALREADY AGREED TO TENDER THEIR SHARES IN THE OFFER?
• Yes. On May 5, 2010, certain shareholders of HealthTronics who serve as executive officers of HealthTronics, entered into agreements to
tender their Shares. These shareholders are: James S.B. Whittenburg, Richard A. Rusk, Clint B. Davis, Scott A. Herz and Laura A. Miller. An
aggregate of 2,285,774 Shares (which includes Shares underlying options and restricted stock awards), or approximately 3.99% of the
outstanding Shares, are subject to the Shareholder Tender Agreements. See Section 11.
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IF I ACCEPT THE OFFER, WHEN AND HOW WILL I GET PAID?
• If the conditions to the Offer as set forth in the Introduction and Section 13 are satisfied or waived and Purchaser consummates the Offer and
accepts your Shares for payment, we will pay you an amount equal to the number of Shares you tendered multiplied by $4.85 in cash without
interest (and less any amounts required to be deducted and withheld under any applicable law) promptly following expiration of the Offer.
See Sections 1 and 2.
WHAT IS THE TOP-UP OPTION AND WHEN COULD IT BE EXERCISED?

• Immediately following acceptance for payment of the Shares tendered into the Offer, HealthTronics has agreed, subject to certain conditions,
to grant Purchaser an option to purchase (the “ Top-Up Option ”), at a price per Share equal to the Offer Price, a number of newly issued
Shares (the “ Top-Up Shares ”) equal to the number of Shares that, when added to the number of Shares owned by Purchaser at the time of
exercise of the Top-Up Option, constitutes one Share more than 90% of the total Shares that would be outstanding immediately after the
issuance of all Shares to be issued upon the exercise of the Top-Up Option. The Top-Up Option is intended to expedite the timing of the
completion of the Merger by permitting Purchaser to effect a “short-form” merger pursuant to applicable Georgia law at a time when the
approval of the Merger at a meeting of HealthTronics’ shareholders would be assured because of Purchaser’s ownership of a majority of the
Shares following completion of the Offer. See Section 11 and Section 15.
HOW WILL MY OUTSTANDING OPTIONS, CONTINGENT STOCK RIGHTS AND EQUITY AWARDS BE TREATED IN THE OFFER AND THE
MERGER?
• Options to acquire Shares may not be tendered into the Offer. If you wish to tender Shares subject to options, you must first exercise your
options (to the extent exercisable) in accordance with their terms in sufficient time to tender the Shares received into the Offer. All options
outstanding immediately before the effective time of the Merger will be canceled in exchange for an amount in cash equal to the number of
Shares subject to each option, multiplied by the excess, if any, of (i) the cash Merger Consideration over (ii) the per-share exercise price
under such option. All options will vest in connection with the transactions contemplated by the Merger Agreement.
• Shares underlying restricted stock awards, to the extent vested prior to the expiration date of the Offer, may be tendered in the Offer. All
restricted stock awards will vest in connection with the transactions contemplated by the Merger Agreement and therefore may be tendered in
the Offer.
WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE OFFER AND THE MERGER?
• If you are a U.S. holder, the receipt of the Offer Price or the consideration payable pursuant to the Merger (the “Merger Consideration”), as
applicable, will be a taxable transaction for U.S. federal income tax purposes, and may also be a taxable transaction under applicable state,
local, or foreign income or other tax laws. Shareholders should consult with their own tax advisors to determine the particular tax
consequences to them (including the application and effect of any state, local or foreign income and other tax laws) of the Offer and the
Merger. For a more detailed explanation of the U.S. federal income tax considerations relevant to the Offer and the Merger, see Section 5—“
Certain Material United States Federal Income Tax Considerations .”
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WILL I HAVE THE RIGHT TO HAVE MY SHARES APPRAISED?
• No dissenters’ rights are available in connection with the Offer. If the Merger is consummated, however, HealthTronics’ shareholders whose
Shares have not been purchased by Purchaser pursuant to the Offer, and who have not voted in favor of the Merger will have certain rights
under Article 13 of the Georgia Business Corporation Code, or the GBCC, to demand appraisal of, and to receive payment in cash of the fair
value of, their Shares. HealthTronics’ shareholders who perfect these rights by complying with the procedures set forth in Article 13 of the
GBCC will have the fair value of their Shares as of immediately prior to the Merger (excluding any appreciation or depreciation in
anticipation of the Merger) determined by the superior court of Fulton County, Georgia, and will be entitled to receive a cash payment equal
to such fair value from HealthTronics. Any such judicial determination of the fair value of Shares could be based upon considerations other
than, or in addition to, the price paid in the Offer and the market value of the Shares (together with a fair rate of interest thereon). The value
so determined could be more or less than the price paid by Purchaser pursuant to the Offer. You should be aware that an investment banking
opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer or the Merger, is
not an opinion as to fair value under Article 13 of the GBCC. If any shareholder of HealthTronics who demands appraisal under Article 13 of
the GBCC fails to perfect, or effectively withdraws or loses his or her right to appraisal, as provided in the GBCC, each of the Shares of such
holder will be converted into the right to receive an amount equal to the Offer Price.
• The foregoing summary of the rights of dissenting shareholders under the GBCC does not purport to be a complete statement of the
procedures to be followed by HealthTronics’ shareholders desiring to exercise any available dissenters’ rights, and is qualified in its entirety
by the full text of Article 13 of the GBCC, which is filed as Exhibit (a)(5)(C) to the Schedule TO. See Section 15.
WITH WHOM MAY I TALK IF I HAVE QUESTIONS ABOUT THE OFFER?

• You can call MacKenzie Partners, Inc., the Information Agent, toll-free at (800) 322-2885. See the back cover of this Offer to Purchase.
Except as otherwise set forth in this Offer to Purchase, references to “dollars” and “$” shall be to United States dollars.
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To All Holders of Shares of
HEALTHTRONICS, INC.
INTRODUCTION
HT Acquisition Corp., a Georgia corporation (“Purchaser”), is offering to purchase all outstanding shares of common stock, without par value (“ Shares ”), of
HealthTronics, Inc., a Georgia corporation (“ HealthTronics ”), at a price of $4.85 per Share, net to the seller in cash (less any required withholding taxes and without
interest) (the “ Offer Price ”), upon the terms and subject to the conditions set forth in this Offer to Purchase (together with any amendments or supplements hereto, this
“ Offer to Purchase ”) and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “ Letter of Transmittal ” and, together with
this Offer to Purchase, the “ Offer ”). The Offer is being made in connection with the Agreement and Plan of Merger, dated as of May 5, 2010 (together with any
amendments or supplements thereto, the “ Merger Agreement ”), among HealthTronics, Endo Pharmaceuticals Holdings Inc., a Delaware corporation and our direct
parent (“ Endo ”), and Purchaser, pursuant to which, after the completion of the Offer and the satisfaction or waiver of certain conditions, we will be merged with and
into HealthTronics, and HealthTronics will be the surviving corporation (such corporation, the “ Surviving Corporation ” and such merger, the “ Merger ”) and a direct
wholly-owned subsidiary of Endo. Capitalized terms used, but not defined, herein shall have the respective meanings given to them in the Merger Agreement.
If your Shares are registered in your name and you tender directly to the Depositary (as defined below) you will not be obligated to pay brokerage fees or
commissions or, subject to Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares by us. If you hold your Shares through a broker, dealer,
commercial bank, trust company or other nominee you should check with your broker or bank as to whether they charge any service fees. However, if you do not
complete and sign the IRS Form W-9 that is provided with the Letter of Transmittal, or an IRS Form W-8BEN or other IRS Form W-8, as applicable, you may be
subject to a required backup federal income tax withholding of 28% of the gross proceeds payable to you. Backup withholding is not an additional tax and any amounts
withheld under the backup withholding rules may be refunded or credited against your U.S. federal income tax liability. See Section 5— “Certain Material U.S.
Federal Income Tax Consequences of the Offer and the Merger .” We will pay all charges and expenses of American Stock Transfer & Trust Company, the depositary
for the Offer (the “ Depositary ”) and MacKenzie Partners, Inc., the information agent for the Offer (the “ Information Agent ”).
The Offer is not subject to any financing condition. The Offer is, however, subject to the conditions, among others, that:
• there having been validly tendered and not validly withdrawn prior to the expiration date for the Offer (as it may have been extended or re-
extended pursuant to the Merger Agreement) that number of Shares which, when added to the Shares already owned by Endo and its
subsidiaries, represents at least a majority of the total number of outstanding Shares on a “fully diluted basis” (which assumes conversion
or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions
thereof). We refer to this condition (as more fully described in Section 13) as the “ Minimum Tender Condition; ”
• there being no applicable law and no permanent injunction or other judgment, order or decree entered, promulgated, enforced or issued by
any court or other governmental entity of competent jurisdiction in the United States or any material foreign jurisdiction remaining in
effect which
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has the effect of making illegal or otherwise prohibiting the consummation of the Offer, the Merger or the other transactions contemplated by the
Merger Agreement, or imposes any material limitations on Endo’s ownership of HealthTronics and the HealthTronics Entities (taken as a whole),
or operation of all or a material portion of Endo’s, on the one hand, or HealthTronics’ and the HealthTronics Entities’ (taken as a whole), on the
other hand, businesses or assets, or compelling Endo or HealthTronics or any of their respective subsidiaries or any HealthTronics Entity to
dispose of or hold separate any material portion of the business or assets of Endo or HealthTronics;
• there not existing any temporary restraining order, preliminary injunction, pending or threatened in writing (or in some other manner that
can be independently verified by HealthTronics), nor any litigation by any governmental entity pending or threatened in writing (or in some
other manner that can be independently verified by HealthTronics), challenging or seeking to enjoin the closing of the Offer or the other
transactions contemplated by the Merger Agreement, or seeking to prohibit or impose any material limitations on Endo’s ownership of
HealthTronics and the HealthTronics Entities (taken as a whole), or operation of all or a material portion of Endo’s, on the one hand, or
HealthTronics’ and the HealthTronics Entities’ (taken as a whole), on the other hand, businesses or assets, or compelling Endo or
HealthTronics or any of their respective subsidiaries or any HealthTronics Entity to dispose of or hold separate any material portion of the
business or assets of Endo or HealthTronics. We refer to this condition (as more fully described in Section 13) as the “ No Governmental
Action Condition ”; and
reasonably be expected to have any material adverse effect on the business of HealthTronics (as more fully described in Section 13).
Endo reserves the right to waive any of the conditions to the Offer in its sole discretion, other than the Minimum Tender Condition. The Offer is also
subject to certain other terms and conditions. See Section 13 “ Conditions of the Offer .”
The Offer will expire at 5:00 p.m., New York City time, on Thursday, July 1, 2010, unless the Offer is extended. See Sections 1, 13 and 15—“ Terms of
the Offer ,” “ Conditions of the Offer ” and “ Certain Legal Matters .”
For factors considered by the HealthTronics board of directors, see HealthTronics’ Solicitation/Recommendation Statement on Schedule 14D-9 (the “ Schedule
14D-9 ”) filed with the Securities and Exchange Commission (the “ Commission ”) in connection with the Offer, a copy of which (without certain exhibits) is being
furnished to shareholders concurrently herewith.
The Offer is being made in connection with the Merger Agreement, pursuant to which, after the completion of the Offer and the satisfaction or waiver of certain
conditions, the Merger will be effected. At the effective time of the Merger (the “ Effective Time ”), each Share issued and outstanding immediately prior to the
Effective Time (other than any Shares held in the treasury of HealthTronics and each Share owned by Purchaser, Endo or any direct or indirect wholly-owned
subsidiary of Endo or of HealthTronics immediately prior to the Effective Time which will be canceled without any conversion thereof and no payment or distribution
will be made with respect
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thereto and any dissenting Shares) will be canceled and will be converted automatically into the right to receive consideration equal to the Offer Price (the “ Merger
Consideration ”) payable, without interest, to the holder of such Share, upon surrender of the certificate that formerly evidenced such Share or, with respect to
uncertificated Shares, upon the receipt by the Depositary of an Agent’s Message (as defined below) relating to such Shares. The Merger Agreement is more fully
described in Section 11—“ Purpose of the Offer and Plans for HealthTronics; Summary of the Merger Agreement and Certain Other Agreements .” Section 5—“
Certain Material U.S. Federal Income Tax Consequences of the Offer and the Merger ” below describes certain material U.S. federal income tax consequences of the
sale or conversion of Shares in the Offer and the Merger.
Consummation of the Merger is conditioned upon, among other things, the approval of the Merger substantially as set forth in the Merger Agreement by the
requisite vote of shareholders of HealthTronics, unless the Merger is consummated as a short-form merger in accordance with Section 14-2-1104 of the Georgia
Business Corporation Code (the “ GBCC ”) as described below. Under the GBCC, the affirmative vote of a majority of the issued and outstanding Shares (a “ Majority
Vote ”), is the only vote of any class or series of HealthTronics’ stock that would be necessary to approve the Merger at any required meeting of HealthTronics’
shareholders. If, following the purchase of Shares by us pursuant to the Offer, during any subsequent offering period, or otherwise, we own outstanding
Shares representing a Majority Vote, we will be able to effect the Merger without the affirmative vote of any other shareholder. We have agreed pursuant to
the Merger Agreement to cause all Shares owned by us and our subsidiaries to be voted in favor of the adoption of the Merger Agreement and approval of the
Merger.
Section 14-2-1104(a) of the GBCC provides that, if a corporation owns at least 90% of the outstanding shares of each class of a subsidiary corporation, the
corporation holding such stock may merge such subsidiary into itself, or itself into such subsidiary, without any action or vote on the part of the board of directors or the
shareholders of such subsidiary corporation (a “ short-form merger ”). Upon the terms and subject to the conditions of the Merger Agreement, in the event that
Purchaser acquires at least 90% of the then outstanding Shares pursuant to the Offer (including through purchases during any subsequent offering period or through
exercise of the Top-Up Option (see Section 11)), the parties have agreed to take all necessary and appropriate action to cause the Merger to become effective, in
accordance with Section 14-2-1104 of the GBCC, as promptly as reasonably practicable after such acquisition, without a meeting of the shareholders of HealthTronics.
See Section 15—“ Certain Legal Matters .”
Shareholders who have not tendered their Shares and continue to own their Shares at the time of the Merger and fulfill certain other requirements of the GBCC
will have dissenters’ rights in connection with the Merger. See Section 15—“ Certain Legal Matters .”
This Offer to Purchase and the related Letter of Transmittal contain important information and both documents should be read carefully and in their
entirety before any decision is made with respect to the Offer.
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THE TENDER OFFER
1. Terms of the Offer

Upon the terms and subject to the prior satisfaction or waiver of the conditions of the Offer (including, if the Offer is extended or amended, the terms and
conditions of any such extension or amendment), we will accept for payment, purchase and pay for all Shares validly tendered prior to the Expiration Date, and not
properly withdrawn in accordance with the procedures set forth in Section 4—“ Withdrawal Rights .” The term “ Expiration Date ” means 5:00 p.m., New York City
time, on Thursday, July 1, 2010, unless we, in accordance with the Merger Agreement, have extended the initial offering period of the Offer, in which event the term
“Expiration Date” will mean the latest time and date at which the offering period of the Offer, as so extended by us, will expire.
The Offer is conditioned upon the satisfaction of the Minimum Tender Condition and the other conditions described in Section 13—“ Conditions of the
Offer .” We may terminate the Offer without purchasing any Shares if certain events described in Section 11—“ Purpose of the Offer and Plans for
HealthTronics; Summary of the Merger Agreement and Certain Other Agreements—Merger Agreement—Termination ” occur.
To the extent permitted by applicable law, we expressly reserve the right to waive any condition and to make any other changes to the terms and conditions of
the Offer. However, pursuant to the Merger Agreement, we have agreed that we will not, without the prior written consent of HealthTronics:
(1) reduce the number of Shares subject to the Offer,
(2) reduce the Offer Price or change the form of consideration payable in the Offer,
(3) change, modify or waive the Minimum Tender Condition,
(4) impose conditions to the Offer that are different than or in addition to the conditions set forth in Section 13—“Conditions of the Offer ” or
(5) otherwise amend the Offer in any manner materially adverse to the holders of the Shares.
We may, in our sole and absolute discretion, increase the Offer Price payable in the Offer without the consent of HealthTronics. If, on or before the Expiration
Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all shareholders whose Shares
are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We also expressly reserve the right to
modify the terms of the Offer, subject to compliance with the Securities and Exchange Act of 1934, as amended (the “ Exchange Act ”) and the restrictions previously
identified in paragraphs (1) through (5) above.
Upon the terms and subject to the satisfaction or waiver of the conditions of the Offer as of the Expiration Date, promptly following the Expiration Date, we will
accept for payment, purchase and pay for any Shares validly tendered, and not properly withdrawn, prior to the Expiration Date. Unless the Merger Agreement or the
Offer is terminated in accordance with their respective terms, we may, in our sole discretion, without consent of HealthTronics, extend the Offer on one or more
occasions in increments of no more than five business days, if on any then-scheduled expiration date of the Offer, any of the Offer Conditions are not satisfied or, in our
sole discretion, waived (if permitted under the Merger Agreement), until such time as such condition or conditions are satisfied or waived.
We must extend the Offer for any period required by the Commission, the staff thereof or the NASDAQ Global Select Market and until any waiting period (or
any extension thereof) applicable to the consummation of the Offer under the HSR Act (as defined below) and any other applicable foreign antitrust, competition or
similar law has expired or terminated. We also must extend the Offer for one ten business day period, followed by one
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five business day period, if on the scheduled expiration date all of the conditions other than the Minimum Tender Condition or the No Governmental Action Condition,
as applicable, have been satisfied or waived; provided , however , that we shall not be required to extend the Offer as provided above more than two times (for ten
business days and five business days, respectively). We must also extend the Offer for one five business day period if on the scheduled expiration date all of the
conditions other than the condition relating to HealthTronics’ compliance in all material respects with its obligations under the Merger Agreement have been satisfied or
waived, in circumstances where prior to such expiration HealthTronics did not have at least five days written notice from Endo of the facts or circumstances underlying
the failure of such condition to be satisfied; provided , however that we shall not be required to extend the Offer as provided in this sentence more than once. We are
never required to extend the Offer beyond December 31, 2010 or at any time we are entitled to terminate the Merger Agreement and do so terminate the Merger
Agreement. See Section 11—“ Purpose of the Offer and Plans for HealthTronics; Summary of the Merger Agreement and Certain Other Agreements .”
Unless the Merger Agreement or the Offer is terminated in accordance with its terms, we may in our sole discretion commence a subsequent offering period (as
provided in Rule 14d-11 under the Exchange Act) for up to 20 business days to acquire additional outstanding Shares.
There can be no assurance that we will be required or permitted under the Merger Agreement to extend the Offer. During any extension of the initial offering
period pursuant to the paragraphs above, all Shares previously tendered and not withdrawn will remain subject to the Offer and subject to withdrawal rights. See
Section 4—“ Withdrawal Rights .”
If we provide a subsequent offering period, tendering shareholders will not have withdrawal rights. A subsequent offering period, if one is provided, is not an
extension of the Offer, which already will have been completed. A subsequent offering period would be an additional period of time of not less than 3 business days nor
more than 20 business days, beginning no later than 9:00 a.m., New York City time, on the next business day following the Expiration Date, during which shareholders
may tender Shares not tendered in the Offer. We will promptly purchase and pay for any Shares tendered during the subsequent offering period at the same price paid in
the Offer.
If, subject to the terms of the Merger Agreement, we make a material change in the terms of the Offer or the information concerning the Offer, or if we waive a
material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d), 14d-6(c) and
l4e-1 under the Exchange Act or otherwise. The minimum period during which a tender offer must remain open following material changes in the terms of the tender
offer or the information concerning the tender offer, other than a change in the consideration offered or a change in the percentage of securities sought, will depend
upon the facts and circumstances, including the relative materiality of the terms or information changes. With respect to a change in the consideration offered or a
change in the percentage of securities sought, a tender offer generally must remain open for a minimum of ten business days following such change to allow for
adequate disclosure to shareholders.
We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the
Commission, to not accept for payment any Shares if, at the Expiration Date, any of the conditions to the Offer set forth in Section 13—“ Conditions of the Offer ” have
not been satisfied or upon the occurrence of any of the events set forth in Section 13. Under certain circumstances, Endo and Purchaser may terminate the Merger
Agreement and the Offer.
We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the
Commission, to delay acceptance of Shares and to delay payment for Shares pending receipt of any governmental regulatory approvals specified in Section 15. See
Sections 13 and 15—“ Conditions of the Offer ” and “ Certain Legal Matters ,” without prejudice to our rights set
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forth in Section 13—“Conditions of the Offer.” Our reservation of the right to delay the acceptance of or payment for Shares is subject to the provisions of Rule 14e-
1(c) under the Exchange Act, which requires that we pay the consideration offered or to return Shares deposited by or on behalf of tendering shareholders promptly
after the termination or withdrawal of the Offer.
Any extension, waiver or amendment of the Offer, or delay in acceptance for payment or payment, or termination of the Offer will be followed, as promptly as
practicable, by public announcement thereof, such announcement in the case of an extension to be issued not later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Date in accordance with the public announcement requirements of Rules 14d-4(d), 14d-6(c) and l4e-1(d) under
the Exchange Act. Without limiting our obligation under such rule or the manner in which we may choose to make any public announcement, we currently intend to
make announcements by issuing a press release to PR Newswire (or such other national media outlet or outlets we deem prudent) and making any appropriate filing
with the Commission.
HealthTronics has agreed to provide us with its list of shareholders and security position listings for the purpose of disseminating the Offer to holders of Shares.
This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares whose names appear on HealthTronics’ shareholder list and will
be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the shareholder list
or, if applicable, who are listed as participants in a clearing agency’s security position listing, for subsequent transmittal to beneficial owners of Shares.
2. Acceptance for Payment and Payment for Shares

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or
amendment), promptly after the Expiration Date, we will accept for payment, purchase and pay for, all Shares validly tendered, and not properly withdrawn, prior to the
Expiration Date. In addition, subject to the terms and conditions of the Merger Agreement and the applicable rules of the Commission, we reserve the right to delay
acceptance for payment of, or payment for, Shares, pending receipt of any regulatory or governmental approvals specified in Section 15—“ Certain Legal Matters .”
For information with respect to approvals that we are or may be required to obtain prior to the completion of the Offer, see Section 15—“ Certain Legal Matters .”
In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of
(a) certificates representing such Shares or confirmation of the book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“
DTC ”) pursuant to the procedures set forth in Section 3—“ Procedures for Tendering Shares ,” (b) a Letter of Transmittal, properly completed and duly executed, with
any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in Section 3 below) in lieu of the Letter of Transmittal), and
(c) any other documents required by the Letter of Transmittal or any other customary documents required by Depositary. See Section 3—“ Procedures for Tendering
Shares .”
For purposes of the Offer, we will be deemed to have accepted for payment and thereby purchased Shares validly tendered, and not properly withdrawn, prior to
the Expiration Date if and when we give oral or written notice to the Depositary of our acceptance for payment of such Shares pursuant to the Offer. Upon the terms and
subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the
Depositary, which will act as agent for the tendering shareholders for purposes of receiving payments from us and transmitting such payments to the tendering
shareholders. Under no circumstances will interest be paid on the Offer Price for Shares, regardless of any extension of the Offer or any delay in payment for
Shares.
If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more
Shares than are tendered, certificates for such unpurchased
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Shares will be returned (or new certificates for the Shares not tendered will be sent), without expense to the tendering shareholder (or, in the case of Shares tendered by
book-entry transfer into the Depositary’s account at DTC pursuant to the procedures set forth in Section 3—“ Procedures for Tendering Shares ,” such Shares will be
credited to an account maintained with DTC) promptly following expiration or termination of the Offer.
3. Procedures for Tendering Shares

Valid Tender of Shares. Except as set forth below, to validly tender Shares pursuant to the Offer, (a) a properly completed and duly executed Letter of
Transmittal in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, or an Agent’s Message (as defined below) in
connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date and either (x) certificates representing Shares tendered must be delivered to
the Depositary or (y) such Shares must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such delivery
received by the Depositary (which confirmation must include an Agent’s Message if the tendering shareholder has not delivered a Letter of Transmittal), in each case,
prior to the Expiration Date, or (b) the tendering shareholder must comply with the guaranteed delivery procedures set forth below. The term “ Agent’s Message ”
means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation (as defined below), which states that DTC
has received an express acknowledgment from the participant in DTC tendering the Shares which are the subject of such Book-Entry Confirmation that such participant
has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against the participant.
Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer within two business days after the
date of this Offer to Purchase. Any financial institution that is a participant in DTC’s systems may make a book-entry transfer of Shares by causing DTC to transfer
such Shares into the Depositary’s account in accordance with DTC’s procedures for such transfer. However, although delivery of Shares may be effected through book-
entry transfer, either the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of
the Letter of Transmittal, and any other required documents, must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the
back cover of this Offer to Purchase by the Expiration Date, or the tendering shareholder must comply with the guaranteed delivery procedures described below. The
confirmation of a book-entry transfer of Shares into the Depositary’s account at DTC as described above is referred to herein as a “ Book-Entry Confirmation .”
Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the Depositary.
Signature Guarantees and Stock Powers. Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by a financial
institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of a recognized Medallion
Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Program and the Stock Exchanges Medallion Program (each, an “ Eligible Institution ”). Signatures on a Letter of Transmittal need not be guaranteed (a) if
the Letter of Transmittal is signed by the registered owner(s) (which term, for purposes of this section, includes any participant in any of DTC’s systems whose name
appears on a security position listing as the owner of the Shares) of Shares tendered therewith and such registered owner has not completed the box entitled “ Special
Payment Instructions ” or the box entitled “ Special Delivery Instructions ” on the Letter of Transmittal or (b) if such Shares are tendered for the account of an Eligible
Institution. See Instructions 1 and 5 of the Letter of Transmittal. If the certificates for Shares are registered in the name of a person other than the signer of the Letter of
Transmittal, or if payment is to be made or certificates for Shares not tendered or not accepted for payment are
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to be returned to a person other than the registered owner of the certificates surrendered, then the tendered certificates must be endorsed or accompanied by appropriate
stock powers, in either case, signed exactly as the name or names of the registered owner(s) or holder(s) appear on the certificates, with the signatures on the certificates
or stock powers guaranteed as described above. See Instructions 1 and 5 of the Letter of Transmittal.
If certificates representing Shares are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal must accompany
each delivery of certificates.
Guaranteed Delivery. A shareholder who desires to tender Shares pursuant to the Offer and whose certificates for Shares are not immediately available and
cannot be delivered to the Depositary prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer prior to the Expiration Date, or who
cannot deliver all required documents to the Depositary prior to the Expiration Date, may tender such Shares by satisfying all of the requirements set forth below:
• such tender is made by or through an Eligible Institution;
• a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Purchaser, is received by the
Depositary (as provided below) prior to the Expiration Date; and
• the certificates for all tendered Shares, in proper form for transfer (or a Book-Entry Confirmation with respect to all such Shares), together with a
properly completed and duly executed Letter of Transmittal, with any required signature guarantees (or, in the case of a book-entry transfer, an
Agent’s Message in lieu of the Letter of Transmittal), and any other required documents, are received by the Depositary within three trading days
after the date of execution of such Notice of Guaranteed Delivery. A “ trading day ” is any day on which the NASDAQ Global Select Market is open
for business.
The Notice of Guaranteed Delivery may be delivered by hand to the Depositary or transmitted by telegram or mail to the Depositary and must include a
guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery.
THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING
DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. DELIVERY OF ALL SUCH DOCUMENTS
WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY
TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE
SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ENSURE TIMELY DELIVERY.
Other Requirements. Notwithstanding any provision of the Merger Agreement, we will pay for Shares validly tendered pursuant to the Offer, and not properly
withdrawn, prior to the Expiration Date only after timely receipt by the Depositary of (a) certificates for (or a timely Book-Entry Confirmation with respect to) such
Shares, (b) a Letter of Transmittal, properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s
Message in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal. Accordingly, tendering shareholders may be paid at
different times depending upon when certificates for Shares or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. Under no
circumstances will we pay interest on the purchase price of Shares, regardless of any extension of the Offer or any delay in making such payment .
Binding Agreement. Our acceptance for payment of Shares tendered pursuant to one of the procedures described above will constitute a binding agreement
between the tendering shareholder and us upon the terms and subject to the conditions of the Offer.
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Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent’s
Message in lieu of a Letter of Transmittal), the tendering shareholder irrevocably appoints our designees as such shareholder’s proxies, each with full power of
substitution, to the full extent of such shareholder’s rights with respect to the Shares tendered by such shareholder and accepted for payment by us and with respect to
any and all other Shares or other securities issued or issuable in respect of such Shares on or after the date of the Merger Agreement. All such proxies and powers of
attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, we accept for payment
Shares tendered by such shareholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such
shareholder will be revoked, and no subsequent powers of attorney, proxies and consents may be given (and, if given, will not be deemed effective). Our designees will,
with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of such shareholder
as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the shareholders of HealthTronics, by written consent in
lieu of any such meeting or otherwise. We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon our payment for such
Shares we must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securities,
including voting at any meeting of shareholders or executing a written consent concerning any matter.
Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined
by us in our sole and absolute discretion, which determination will be final and binding. We reserve the absolute right to reject any and all tenders determined by us not
to be in proper form or the acceptance for payment of or payment for which may, in our opinion, be unlawful. We also reserve the absolute right to waive any defect or
irregularity in the tender of any Shares of any particular shareholder whether or not similar defects or irregularities are waived in the case of any other shareholder. No
tender of Shares will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived. None of Endo, Purchaser or
any of their respective affiliates or assigns, the Depositary, the Information Agent, or any other person will be under any duty to give notification of any defects or
irregularities in tenders or incur any liability for failure to give any such notification. Our interpretation of the terms and conditions of the Offer (including the Letter of
Transmittal and the Instructions thereto and any other documents related to the Offer) will be final and binding.
4. Withdrawal Rights
Except as otherwise provided in this Section 4, tenders of Shares pursuant to the Offer are irrevocable. A shareholder may withdraw Shares tendered pursuant to
the Offer at any time prior to the Expiration Date.
For a withdrawal of Shares to be effective, a written transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth
on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person having tendered the Shares to be withdrawn, the number of
Shares to be withdrawn and the name of the record holder of the Shares to be withdrawn, if different from that of the person who tendered such Shares. The signature(s)
on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of any Eligible Institution. If Shares
have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3—“ Procedures for Tendering Shares ,” any notice of withdrawal must
specify the name and number of the account at DTC to be credited with the withdrawn Shares. If certificates representing the Shares have been delivered or otherwise
identified to the Depositary, the name of the registered owner and the serial numbers shown on such certificates must also be furnished to the Depositary prior to the
physical release of such certificates.
All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by us, in our sole discretion, which
determination will be final and binding. No withdrawal of Shares
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will be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Endo, Purchaser or any of their respective affiliates
or assigns, the Depositary, the Information Agent, or any other person will be under any duty to give notification of any defects or irregularities in any notice of
withdrawal or incur any liability for failure to give such notification. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will be
deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following one of the procedures for tendering
Shares described in Section 3—“ Procedures for Tendering Shares ” at any time prior to the Expiration Date.
If we extend the Offer, delay our acceptance for payment of Shares, or we are unable to accept for payment Shares pursuant to the Offer, for any reason, then,
without prejudice to our rights under the Offer, the Depositary may nevertheless, on our behalf, retain tendered Shares, and such Shares may not be withdrawn except to
the extent that tendering shareholders exercise withdrawal rights as described in this Section 4 prior to the Expiration Date.
In the event we provide a subsequent offering period following the Offer, no withdrawal rights will apply to Shares tendered during such subsequent offering
period or to Shares tendered in the Offer and accepted for payment.
5. Certain Material U.S. Federal Income Tax Consequences of the Offer and the Merger
The following is a summary of the material U.S. federal income tax considerations relevant to the Offer or the Merger, as the case may be, applicable to
HealthTronics shareholders whose Shares are tendered and accepted for payment pursuant to the Offer, or whose Shares are converted into the right to receive the
Merger Consideration in the Merger. This summary is based upon existing U.S. federal income tax law, which is subject to change or differing interpretations (possibly
with retroactive effect). This summary does not address all aspects of U.S. federal income taxation which may be relevant to particular HealthTronics shareholders in
light of their individual investment circumstances, such as shareholders subject to special tax rules (e.g., financial institutions, insurance companies, broker-dealers and
tax-exempt organizations) or to shareholders who acquired Shares in connection with stock option, stock purchase or restricted stock plans or in other compensatory
transactions, or as part of a straddle, hedge, conversion, constructive sale or other integrated security transaction for U.S. federal income tax purposes, all of whom may
be subject to tax rules that differ significantly from those discussed below.
This summary does not discuss any U.S. federal income tax considerations relevant to HealthTronics shareholders who are not “U.S. holders” (as defined
below). If you are not a U.S. holder you should consult with your tax advisor as to the U.S. federal, state, local, and foreign tax laws applicable to the Offer and the
Merger. This summary is limited to HealthTronics shareholders who hold their Shares as “capital assets” (generally, property held for investment) under the Internal
Revenue Code of 1986 (the “ Code ”). You are urged to consult your tax advisor regarding the U.S. federal income tax considerations relevant to the Offer and the
Merger, as well as the effects of state, local, and foreign tax laws.
For purposes of this summary, a “U.S. holder” is a HealthTronics shareholder that is, for U.S. federal income tax purposes, (i) an individual who is a citizen or
resident of the United States; (ii) a corporation or other entity taxable as a corporation that is created in, or organized under the law of, the United States or any state or
political subdivision thereof; (iii) an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or (iv) a
trust (A) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all
substantial decisions of the trust or (B) that has otherwise elected to be treated as U.S. person under the Code.
If a partnership holds Shares, the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the
partnership. If you are a partner of a partnership that holds Shares, you should consult your tax advisor regarding the tax considerations relevant to the Offer and the
Merger.
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This discussion is for general information only and should not be construed as tax advice. It is a summary and does not purport to be a comprehensive analysis or
description of all potential U.S. federal income tax consequences of the Offer and the Merger. We urge you to consult your tax advisor with respect to the particular
U.S. federal, state, and local, or foreign tax consequences of the Offer and the Merger to you.
General
The receipt of the Offer Price or the Merger Consideration, as applicable, by a U.S. holder whose Shares are tendered and accepted for payment pursuant to the
Offer or whose Shares are converted into the right to receive the Merger Consideration in the Merger will be a taxable transaction for U.S. federal income tax purposes.
U.S. holders will generally recognize capital gain or loss equal to the difference between the cash received and their adjusted tax basis in the Shares. Gain or loss is
computed separately with respect to each block of Shares (that is, Shares acquired at the same time for the same price).
Information Reporting and Backup Withholding

Information reporting requirements generally will apply to payments of the Offer Price or the Merger Consideration, as applicable, unless the recipient is an
exempt recipient such as a corporation. In addition, backup withholding at the applicable rate (currently 28%) will apply to the payments if a U.S. Holder fails to
provide its taxpayer identification number (“TIN”) and otherwise comply with the applicable requirements of the U.S. backup withholding rules.
In order to prevent U.S. federal income tax backup withholding with respect to payments, a U.S. holder must provide the Depositary with such holder’s correct
TIN and certify that such holder is not subject to backup withholding by completing the IRS Form W-9 in the Letter of Transmittal. Certain holders (including, among
others, all corporations and certain foreign individuals and entities) may not be subject to backup withholding. If a holder does not provide its correct TIN or fails to
provide the certifications described above, the IRS may impose a penalty on the holder, and payments to the holder pursuant to the Offer or the Merger, as applicable,
may be subject to backup withholding. All U.S. holders should complete and sign the IRS Form W-9 included in the Letter of Transmittal to provide the information
necessary to avoid backup withholding. Foreign shareholders should complete and sign the appropriate Form W-8 (a copy of which may be obtained from the
Depositary or the Information Agent) in order to avoid backup withholding. Such shareholders should consult a tax advisor to determine which Form W-8 is
appropriate. See Instruction 9 of the Letter of Transmittal.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a U.S.
holder’s United States federal income tax liability provided the required information is timely furnished to the IRS.
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6. Price Range of Shares; Dividends
According to HealthTronics’ Annual Report on Form 10-K for the fiscal year ended December 31, 2009, the Shares are traded on the NASDAQ Global Select
Market under the symbol “HTRN.” The following table sets forth, for the calendar quarters indicated, the high and low closing prices per Share on the NASDAQ
Global Select Market with respect to the fiscal years ended December 31, 2008 and December 31, 2009 as stated in HealthTronics’ Annual Report on Form 10-K for
the year ended December 31, 2009 and from public sources with respect to the subsequent periods noted below.
High Low
Fiscal Year Ended December 31, 2008:
January 1 through March 31, 2008 $ 4.47 $ 3.12
April 1 through June 30, 2008 4.30 2.68
July 1 through September 30, 2008 4.50 2.83
October 1 through December 31, 2008 3.04 1.03
High Low
Fiscal Year Ended December 31, 2009:
April 1 through June 30, 2009 2.01 1.29
July 1 through September 30, 2009 2.76 1.77
October 1 through December 31, 2009 2.64 2.16
High Low
Current Fiscal Year:
April 1 through May 18, 2010 $ 4.80 $ 3.27
On May 5, 2010, the last full trading day prior to the public announcement of the terms of the Offer and the Merger, the last reported closing sales price per
Share on the NASDAQ Global Select Market during normal trading hours was $3.62 per Share. On May 18, 2010, the last full trading day prior to the commencement
of the Offer, the last reported closing sales price per Share on the NASDAQ Global Select Market during normal trading hours was $4.79 per Share. HealthTronics has
never paid dividends. In HealthTronics’ Annual Report on Form 10-K for the fiscal year ended December 31, 2009, HealthTronics has indicated that it will continue to
retain its earnings for use in its business and it did not anticipate paying dividends on Shares in the foreseeable future. Additionally, under the terms of the Merger
Agreement, HealthTronics is not permitted to declare or pay dividends with respect to the Shares without the prior written consent of Endo. See Section 14—“
Dividends and Distributions .” Shareholders are urged to obtain a current market quotation for the Shares.
7. Possible Effects of the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin Regulations
Effect of Merger. Following the completion of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will be merged with and into
HealthTronics, and HealthTronics will be the Surviving Corporation. The Articles of Incorporation of HealthTronics and the Bylaws of HealthTronics will be the
Articles of Incorporation and the Bylaws of the Surviving Corporation until changed or amended. Purchaser’s directors immediately prior to the Effective Time will be
the initial directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly designated, and the officers
of HealthTronics immediately prior to the Effective Time will be the initial officers of the Surviving Corporation until the earlier of their resignation or removal or until
their respective successors are duly designated.
Possible Effects of the Offer on the Market for the Shares. The purchase of Shares pursuant to the Offer will reduce the number of Shares that might otherwise
trade publicly and could adversely affect the liquidity and
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market value of the remaining Shares held by the public. The purchase of Shares pursuant to the Offer can also be expected to reduce the number of holders of Shares.
We cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price or
marketability of the Shares or whether it would cause future market prices to be greater or less than the Offer Price.
NASDAQ Listing. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the requirements for continued listing
on the NASDAQ Global Select Market. According to the published guidelines of The NASDAQ Stock Market, LLC (“ NASDAQ ”), NASDAQ would consider
disqualifying the Shares for listing on the NASDAQ Global Select Market (though not necessarily for listing on The NASDAQ Capital Market) if, among other
possible grounds, the number of publicly held Shares falls below 750,000, the total number of holders of record and holders of beneficial interest, taken together, in
Shares falls below 400, the market value of publicly held Shares over a 30 consecutive business day period is less than $5 million, there are fewer than two active and
registered market makers in the Shares over a 10 consecutive business day period, HealthTronics has shareholders’ equity of less than $10 million, or the bid price for a
Share over a 30 consecutive business day period is less than $1. Furthermore, NASDAQ would consider delisting the Shares from NASDAQ altogether if, among other
possible grounds, (a) the number of publicly held Shares falls below 500,000, (b) the total number of beneficial holders of round lots of Shares falls below 300, (c) the
market value of publicly held Shares over a 30 consecutive business day period is less than $1 million, (d) there are fewer than two active and registered market makers
in the Shares over a 10 consecutive business day period, (e) the bid price for a Share over a 30 consecutive business day period is less than $1, or (f) (i) HealthTronics
has shareholders’ equity of less than $2.5 million, (ii) the market value of HealthTronics’ listed securities is less than $35 million over a 10 consecutive business day
period, and (iii) HealthTronics’ net income from continuing operations is less than $500,000 for the most recently completed year and two of the last three most recently
completed years. Shares held by officers or directors of HealthTronics, or by any beneficial owner of more than 10 percent of the Shares, will not be considered as
being publicly held for this purpose. According to HealthTronics, there are approximately 45,630,810 Shares outstanding. If, as a result of the purchase of Shares
pursuant to the Offer or otherwise, the Shares are either no longer eligible for the NASDAQ Global Select Market or are delisted from NASDAQ altogether, the market
for Shares will be adversely affected.
If NASDAQ were to delist the Shares, it is possible that the Shares would continue to trade on other securities exchanges or in the over-the-counter market and
that price or other quotations for the Shares would be reported by other sources. The extent of the public market for such Shares and the availability of such quotations
would depend, however, upon such factors as the number of shareholders and the aggregate market value of such securities remaining at such time, the interest in
maintaining a market in the Shares on the part of securities firms, the possible termination of registration under the Exchange Act as described below, and other factors.
We cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for
or marketability of the Shares or whether it would cause future market prices to be greater or less than the Offer Price. Trading in the Shares will cease upon
consummation of the Merger if trading has not ceased earlier as discussed above.
Exchange Act Registration. The Shares currently are registered under the Exchange Act. The purchase of the Shares pursuant to the Offer may result in the
Shares becoming eligible for deregistration under the Exchange Act. Registration of the Shares may be terminated by HealthTronics upon application to the
Commission if the outstanding Shares are not listed on a “national securities exchange” and if there are fewer than 300 holders of record of Shares.
We intend to seek to cause HealthTronics to apply for termination of registration of the Shares as soon as possible after consummation of the Offer if the
requirements for termination of registration are met. Termination of registration of the Shares under the Exchange Act would reduce the information required to be
furnished by HealthTronics to its shareholders and to the Commission and would make certain provisions of the Exchange Act (such as the short-swing profit recovery
provisions of Section 16(b), the requirement of furnishing a proxy
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statement or information statement in connection with shareholders’ meetings or actions in lieu of a shareholders’ meeting pursuant to Section 14(a) and 14(c) of the
Exchange Act and the related requirement of furnishing an annual report to shareholders) no longer applicable with respect to the Shares. In addition, if the Shares are
no longer registered under the Exchange Act, the requirements of Rule 13e-3 with respect to “going private” transactions would no longer be applicable to
HealthTronics. Furthermore, the ability of “affiliates” of HealthTronics and persons holding “restricted securities” of HealthTronics to dispose of such securities
pursuant to Rule 144 under the Securities Act of 1933 may be impaired or eliminated. If registration of the Shares under the Exchange Act was terminated, the Shares
would no longer be eligible for continued inclusion on the Federal Reserve Board’s list of “margin securities” or eligible for stock exchange listing.
If registration of the Shares is not terminated prior to the Merger, then the registration of the Shares under the Exchange Act will be terminated following
completion of the Merger.
Margin Regulations. The Shares are currently “margin securities” under the regulations of the Board of Governors of the Federal Reserve System (the “Federal
Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit using such Shares as collateral. Depending upon factors similar to those
described above regarding listing and market quotations, following the Offer, the Shares may no longer constitute “margin securities” for the purposes of the margin
regulations of the Federal Reserve Board, in which event the Shares would be ineligible as collateral for margin loans made by brokers.
8. Certain Information Concerning HealthTronics

The following description of HealthTronics and its business has been taken from HealthTronics’ Annual Report on Form 10-K for the fiscal year ended
December 31, 2009, and is qualified in its entirety by reference to such report.
HealthTronics provides healthcare services and medical devices, primarily for the urology community.
Lithotripsy services. HealthTronics provides lithotripsy services, which is a medical procedure where a device called a lithotripter transmits high energy
shockwaves through the body to break up kidney stones. HealthTronics’ lithotripsy services are provided principally through limited partnerships and other entities that
HealthTronics manages, which use lithotripters. In 2009, physicians who are affiliated with HealthTronics used HealthTronics’ lithotripters to perform approximately
50,000 procedures in the U.S. HealthTronics does not render any medical services. Rather, the physicians do. As the general partner of limited partnerships or the
manager of other types of entities, HealthTronics also provides services relating to operating HealthTronics’ lithotripters, including scheduling, staffing, training,
quality assurance, regulatory compliance, and contracting with payors, hospitals, and surgery centers.
Prostate treatment services. HealthTronics provides treatments for benign and cancerous conditions of the prostate. In treating benign prostate disease,
HealthTronics deploys three technologies: (1) photo-selective vaporization of the prostate (“PVP”), (2) trans-urethral needle ablation (“TUNA”), and (3) trans-urethral
microwave therapy (“TUMT”) in certain partnerships. All three technologies apply an energy source which reduces the size of the prostate gland. For treating prostate
and other cancers, HealthTronics uses a procedure called cryosurgery, a process which uses lethal ice to destroy tissue such as tumors for therapeutic purposes. In April
2008, HealthTronics acquired Advanced Medical Partners, Inc. (“AMPI”), which significantly expanded HealthTronics’ cryosurgery partnership base. In July 2009,
HealthTronics acquired Endocare, Inc. (“Endocare”), which manufactures both the medical devices and related consumables utilized by HealthTronics’ cryosurgery
operations, and also provides cryosurgery treatments. HealthTronics’ prostate treatment services are provided principally by HealthTronics using equipment that
HealthTronics leases from limited partnerships and other entities that HealthTronics manages. HealthTronics also provides services relating to operating the equipment,
including scheduling, staffing, training, quality assurance, regulatory compliance, and contracting.
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Radiation therapy services. HealthTronics provides image guided radiation therapy (“IGRT”) technical services for cancer treatment centers. HealthTronics’
IGRT technical services may relate to providing the technical (non-physician) personnel to operate a physician practice group’s IGRT equipment, leasing IGRT
equipment to a physician practice group, providing services related to helping a physician practice group establish an IGRT treatment center, or managing an IGRT
treatment center.
Anatomical pathology services. HealthTronics also provides anatomical pathology services primarily to the urology community. HealthTronics has one
pathology lab located in Georgia, Claripath Laboratories, that provides laboratory detection and diagnosis services to urologists throughout the United States. In
addition, in July 2008, HealthTronics acquired Uropath LLC, which managed pathology laboratories located at Uropath sites for physician practice groups located in
Texas, Florida and Pennsylvania. Through Uropath, HealthTronics continues to provide administrative services to in-office pathology labs for practice groups and
provide pathology services to physicians and practice groups with HealthTronics’ lab equipment and personnel at HealthTronics’ Uropath laboratory sites.
Medical products manufacturing, sales and maintenance. HealthTronics, through HealthTronics’ Endocare acquisition, manufactures and sells medical devices
focused on minimally invasive technologies for tissue and tumor ablation through cryoablation, which is the use of lethal ice to destroy tissue, such as tumors, for
therapeutic purposes. HealthTronics develops and manufactures these devices for the treatment of prostate and renal cancers and HealthTronics believes that
HealthTronics’ proprietary technologies have broad applications across a number of markets, including the ablation of tumors in the lung and liver and palliative
intervention (treatment of pain associated with metastases). HealthTronics also manufactures the related spare parts and consumables for these devices. HealthTronics
also sells and maintain lithotripters and related spare parts and consumables.
HealthTronics is a Georgia corporation with corporate headquarters located at 9825 Spectrum Drive, Building 3, Austin, Texas 78717. HealthTronics’ telephone
number at such corporate headquarters is (512) 328-2892.
Available Information. HealthTronics is subject to the information and reporting requirements of the Exchange Act and in accordance therewith is obligated to
file reports and other information with the Commission relating to its business, financial condition and other matters. Certain information, as of particular dates,
concerning HealthTronics’ business, principal physical properties, capital structure, material pending litigation, operating results, financial condition, directors and
officers (including their remuneration and equity awards granted to them), the principal holders of HealthTronics’ securities, any material interests of such persons in
transactions with HealthTronics, and other matters is required to be disclosed in proxy statements and periodic reports distributed to HealthTronics’ shareholders and
filed with the Commission. Such reports, proxy statements and other information should be available for inspection at the public reference room at the Commission’s
office at 100 F Street, NE, Washington, DC 20549. Copies may be obtained by mail, upon payment of the Commission’s customary charges, by writing to its principal
office at 100 F Street, NE, Washington, DC 20549. Further information on the operation of the Commission’s Public Reference Room in Washington, DC can be
obtained by calling the Commission at 1-800-SEC-0330. The Commission also maintains an Internet web site that contains reports, proxy statements and other
information about issuers, such as HealthTronics, who file electronically with the Commission. The address of that site is http://www.sec.gov . HealthTronics also
maintains an Internet website at http://www.healthtronics.com . The information contained in, accessible from or connected to HealthTronics’ website is not
incorporated into, or otherwise a part of, this Offer to Purchase or any of HealthTronics’ filings with the Commission. The website addresses referred to in this
paragraph are inactive text references and are not intended to be actual links to the websites.
Sources of Information. Except as otherwise set forth herein, the information concerning HealthTronics contained in this Offer to Purchase has been based upon
publicly available documents and records on file with the Commission and other public sources. Although we have no knowledge that any such information contains
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any misstatements or omissions, none of Endo, Purchaser or any of their respective affiliates or assigns, the Information Agent or the Depositary assumes responsibility
for the accuracy or completeness of the information concerning HealthTronics contained in such documents and records or for any failure by HealthTronics to disclose
events which may have occurred or may affect the significance or accuracy of any such information.
9. Certain Information Concerning Purchaser and Endo

Purchaser. Purchaser is a Georgia corporation and, to date, has engaged in no activities other than those incident to its formation and to the Offer and Merger.
We are a direct wholly-owned subsidiary of Endo. The principal executive offices of Purchaser are located at c/o Endo Pharmaceuticals Holdings Inc., 100 Endo
Boulevard, Chadds Ford, Pennsylvania 19317, where our telephone number is (610) 558-9800.
Endo. Endo is engaged in the research, development, manufacturing, marketing and sale of branded and generic prescription pharmaceuticals used primarily to
treat and manage pain, overactive bladder, prostate and bladder cancer and the early onset of puberty in children, or central precocious puberty.
Endo has a portfolio of branded products that includes established brand names such as Lidoderm , Opana ER and Opana , Percocet , Frova , Voltaren Gel,
® ® ® ® ® ®
Sanctura XR , Sanctura , Vantas , Valstar , and Supprelin LA. Branded products comprised approximately 92% of Endo’s revenues for the three-months ended
® ® ® ® ®
March 31, 2010, with 50% of our revenues coming from Lidoderm . Our non-branded generic portfolio, which accounted for 7% of revenues for the three-months
®
ended March 31, 2010, currently consists of products primarily focused in pain management. We focus on select generics that have one or more barriers to market
entry, such as complex formulation, regulatory or legal challenges or difficulty in raw material sourcing.
In the first quarter of 2009, Endo acquired Indevus Pharmaceuticals (referred to as Indevus), a specialty pharmaceutical company engaged in the acquisition,
development and commercialization of products to treat conditions in urology and endocrinology. Indevus’s approved products included Sanctura and Sanctura XR
® ®
for overactive bladder (referred to as OAB), which is promoted by Allergan, Inc. (referred to as Allergan), Vantas for advanced prostate cancer, Supprelin LA for
® ®
central precocious puberty (referred to as CPP), Delatestryl for the treatment of hypogonadism and Valstar for bladder cancer. Endo also acquired from Indevus a
® ®
core urology and endocrinology portfolio containing multiple compounds in development including Aveed for hypogonadism and the octreotide implant for treatment
™
of acromegaly and carcinoid syndrome.
Endo enhances its financial flexibility by outsourcing certain of its functions, including manufacturing and distribution. Currently, Endo’s primary suppliers of
contract manufacturing services are Novartis Consumer Health, Inc. and Teikoku Seiyaku Co., Ltd.
Through a dedicated sales force in the United States, consisting of 337 specialty representatives, 389 pharmaceutical sales representatives focusing primarily on
pain products, 83 sales representatives focusing primarily on urology and oncology, 26 medical center representatives and a contract sales force of approximately 80
sales representatives, we market our branded pharmaceutical products to high-prescribing physicians in pain management, orthopedics, neurology, rheumatology,
surgery, anesthesiology, oncology, urology, endocrinology and primary care, including pediatricians. Our sales force also targets retail pharmacies and other healthcare
professionals throughout the United States.
On a continuous basis, Endo pursues acquisition opportunities. In particular, Endo looks to continue to enhance its product line by acquiring or licensing rights
to additional products and compounds and therefore regularly evaluates selective acquisition and license opportunities. Such acquisitions or licenses may be carried out
through the purchase of assets, joint ventures and licenses or by acquiring other companies.
Endo’s direct wholly-owned subsidiary, Endo Pharmaceuticals Inc. (EPI), commenced operations in 1997 by acquiring certain pharmaceutical products, related
rights and assets of The DuPont Merck Pharmaceutical
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Company, which subsequently became DuPont Pharmaceuticals Company and was thereafter purchased by the Bristol-Myers Squibb Pharma Company in 2001. Endo
Pharmaceuticals Inc. was formed by some members of the then-existing management of DuPont Merck and an affiliate of Kelso & Company who were also parties to
the purchase agreement under which Endo acquired these initial assets.
Endo was incorporated in Delaware as a holding company on November 18, 1997. Endo’s principal executive offices are located at 100 Endo Boulevard, Chadds
Ford, Pennsylvania 19317. Endo’s telephone number at such principal executive offices is (610) 558-9800.
Additional Information. The name, business address, citizenship, present principal occupation and employment history for the past five years of each of the
members of the board of directors and the executive officers of Endo and Purchaser are set forth in Schedule A to this Offer to Purchase.
None of Endo, Purchaser or, to the knowledge of Endo or Purchaser after reasonable inquiry, any of the persons listed in Schedule A, has during the last five
years (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to any judicial or administrative proceeding
(except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of,
or prohibiting activities subject to, U.S. federal or state securities laws or a finding of any violation of U.S. federal or state securities laws.
Except as set forth elsewhere in this Offer to Purchase or in Schedule A: (a) none of Endo, Purchaser or, to the knowledge of Endo or Purchaser after reasonable
inquiry, any of the persons listed in Schedule A or any associate or majority-owned subsidiary of Endo, Purchaser or any of the persons so listed, beneficially owns or
has a right to acquire any Shares or any other equity securities of HealthTronics; (b) none of Endo, Purchaser or, to the knowledge of Endo or Purchaser after reasonable
inquiry, any of the persons referred to in clause (a) above or any of their executive officers, directors, affiliates or subsidiaries has effected any transaction in Shares or
any other equity securities of HealthTronics during the past 60 days; (c) none of Endo, Purchaser, their subsidiaries or, to the knowledge of Endo or Purchaser after
reasonable inquiry, any of the persons listed in Schedule A, has any agreement, arrangement, or understanding, whether or not legally enforceable, with any other
person with respect to any securities of HealthTronics (including, but not limited to, any agreement, arrangement, or understanding concerning the transfer or the voting
of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies,
consents or authorizations); (d) in the past two years, there have been no transactions that would require reporting under the rules and regulations of the Commission
between any of Endo, Purchaser, their subsidiaries or, to the knowledge of Endo or Purchaser after reasonable inquiry, any of the persons listed in Schedule A, on the
one hand, and HealthTronics or any of its executive officers, directors or affiliates, on the other hand; and (e) other than the transaction described in the Offer to
Purchase, in the past two years, there have been no negotiations, transactions or material contacts between any of Endo, Purchaser, their subsidiaries or, to the
knowledge of Endo or Purchaser after reasonable inquiry, any of the persons listed in Schedule A, on the one hand, and HealthTronics or any of its affiliates, on the
other hand, concerning a merger, consolidation or acquisition, a tender offer or other acquisition of HealthTronics’ securities, an election of HealthTronics’ directors or
a sale or other transfer of a material amount of assets of HealthTronics.
We do not believe our financial condition is relevant to your decision whether to tender your Shares and accept the Offer because (a) the Offer is being made for
all outstanding Shares solely for cash; (b) the Offer is not subject to any financing condition; (c) if we consummate the Offer, we will acquire all remaining Shares for
the same price in the Merger; and (d) Endo has, and will arrange for Purchaser to have, sufficient funds to purchase all Shares validly tendered and not properly
withdrawn in the Offer and to acquire the remaining outstanding Shares in the Merger.
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10. Background of the Offer; Contacts with HealthTronics
Background of the Offer and the Merger; Past Contacts or Negotiations between Endo and HealthTronics
In the ordinary course of its business, Endo looks to continue to enhance its product line and develop a balanced portfolio of differentiated products through
selective product acquisitions, in-licensing and company acquisitions. As such, Endo’s directors and officers regularly have discussions with other participants in the
pharmaceutical and healthcare industries, investment bankers and industry consultants.
In February, 2010, the management and Board of Directors of Endo conducted a review of Endo’s product profile and strategic focus. As part of this strategic
review, the Board of Directors of Endo, together with Endo’s management, considered, among other things, the continued expansion of Endo’s strategic focus beyond
pain management into the urology therapeutic area through acquisitions intended to be complementary to the product offerings obtained by Endo in its 2009 acquisition
of Indevus.
In February, 2010, Endo management identified HealthTronics as a possible acquisition target and conducted a preliminary investigation of HealthTronics. Endo
determined that HealthTronics was a potentially attractive acquisition candidate for Endo given the nature of the services and products which it offered and its unique
“partnership” relationship with physicians in the urology community.
On February 22, 2010, Alan Butcher, Endo’s Vice President, Corporate Development, called Scott Herz, Vice President, Business Development of
HealthTronics to introduce Endo. Mr. Herz returned Mr. Butcher’s call on February 23, 2010, and Mr. Butcher introduced Endo as a company and explained Endo’s
strategic thesis of drug/device combinations. Mr. Herz agreed to speak with James S.B. Whittenburg, Chief Executive Officer of HealthTronics, about starting a
dialogue with Endo. On February 24, 2010, Mr. Herz informed Mr. Butcher that Mr. Whittenburg would be interested in speaking with David P. Holveck, President &
Chief Executive Officer of Endo. Endo and HealthTronics then exchanged publicly available information.
During the next few weeks, Endo began its preliminary strategic and due diligence review of HealthTronics. As part of this review, on March 2, 2010, Messrs.
Holveck and Butcher had a teleconference with Messrs. Whittenburg and Herz to discuss Endo’s possible acquisition of HealthTronics. Mr. Holveck provided an
overview of Endo’s pelvic health strategy and Mr. Whittenburg outlined HealthTronics’ business, its services and prospects for growth. In addition, on March 2, 2010,
Endo and HealthTronics entered into a non-disclosure agreement and HealthTronics began providing non-public information to Endo pursuant to the terms of that
agreement.
On March 14, 2010, Messrs. Holveck and Butcher and Robert J. Cobuzzi Jr., Ph.D., Corporate Vice President, Corporate Development of Endo had dinner in
Austin, Texas with Messrs. Whittenburg and Herz and a representative of Lazard Middle Market LLC (“LMM”), HealthTronics’ financial advisor, to discuss Endo’s
interest in a possible acquisition of HealthTronics. On March 15, 2010, Messrs. Holveck and Butcher and Dr. Cobuzzi together with Ivan P. Gergel, M.D., Endo’
Executive Vice President, Research & Development, Alan G. Levin, Endo’s Executive Vice President, Chief Financial Officer, and Caroline B. Manogue, Endo’s
Executive Vice President and Chief Legal Officer and Secretary met at HealthTronics’ corporate headquarters in Austin, Texas with Messrs. Whittenburg and Herz as
well as Richard Rusk, Chief Financial Officer, Vice President, Controller and Treasurer of HealthTronics, and Clint Davis, Senior Vice President, General Counsel of
HealthTronics. A representative of LMM also was present at the meeting. At this meeting, Mr. Whittenburg presented HealthTronics’ business model, explained its
services and outlined its prospects for growth. Endo management explained what additional due diligence was needed to advance Endo’s consideration of a possible
acquisition of HealthTronics.
On March 16, 2010, Mr. Whittenburg called Mr. Holveck to confirm HealthTronics’ interest in moving forward with discussions regarding Endo’s possible
acquisition of HealthTronics. On March 17, 2010, Mr. Holveck emailed Mr. Whittenburg confirming Endo’s continued interest in a possible acquisition of
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HealthTronics and Endo’s willingness to aggressively move forward with the discussions. On March 17, 2010, Endo was informed that HealthTronics had received
inquiries from other potential acquirers and was asked to submit an expression of interest.
During the next few weeks, Endo continued its due diligence review of HealthTronics’ non-public information.
On March 30, 2010, Messrs. Holveck, Butcher and Levin, Drs. Cobuzzi and Gergel, Ms. Manogue and Lawrence A. Cunningham, Senior Vice President,
Human Resources of Endo, and Colleen M. Craven, Vice President, Corporate Compliance of Endo, made a preliminary presentation of the potential acquisition of
HealthTronics to the Transactions Committee of the Board of Directors of Endo, comprised of Roger H. Kimmel, Michael Hyatt (chair), Nancy J. Hutson, Ph.D. and
Joseph C. Scodari. John J. Delucca, Director of Endo, and William P. Montague, Director of Endo, also participated. The Transactions Committee authorized Endo
management to continue exploring the potential acquisition of HealthTronics by Endo and to submit a non-binding expression of interest to HealthTronics regarding the
terms of the potential acquisition.
On March 30, 2010, Mr. Holveck sent a letter to HealthTronics’ financial advisor, expressing Endo’s interest in a potential acquisition of HealthTronics. In the
letter of interest, Endo proposed a business combination in which Endo would acquire HealthTronics for $245 million (including the value of any debt to be assumed in
connection with the acquisition). This non-binding and confidential letter of interest expressed Endo’s intention to finance the proposed transaction with cash on hand
and was not subject to a financing condition. The non-binding proposal included in the letter of interest was subject to confirmatory due diligence, the negotiation of
mutually satisfactory definitive agreements and the approval of those agreements by the Board of Directors of Endo.
During the next few weeks following Endo’s submission of its March 30, 2010 letter of interest, members of Endo’s management continued to discuss with
members of HealthTronics’ management Endo’s potential acquisition of HealthTronics, including the price and other terms of such a potential acquisition.
Representatives of Citigroup Global Markets Inc. (“ Citi ”), financial advisor to Endo, and HealthTronics’ financial advisor also discussed Endo’s potential acquisition
of HealthTronics.
On April 16, 2010, the Transactions Committee of the Board of Directors of Endo met with Endo management, including Julie McHugh, Endo’s Chief
Operating Officer, as well Messrs. Delucca and Montague and representatives from Citi. The potential acquisition of HealthTronics was discussed and representatives
of Citi discussed their preliminary financial analysis of HealthTronics, including the results of ongoing due diligence of financial information from the first quarter of
2010. The Transactions Committee authorized Endo management to continue exploring the potential acquisition of HealthTronics by Endo and to submit a revised non-
binding expression of interest, including a request to proceed on an exclusive basis, to HealthTronics regarding the terms of the potential acquisition.
Following the Transactions Committee meeting, Mr. Holveck sent a revised letter of interest to Mr. Whittenburg. In the revised letter of interest, Endo proposed
a business combination in which Endo would acquire all of the outstanding Shares for $4.85 in cash per Share. This non-binding and confidential revised letter of
interest assumed that the principal amount of HealthTronics’ outstanding indebtedness was $38.2 million and, thus, implied an enterprise value for HealthTronics of
$259.2 million. The revised letter of interest expressed Endo’s intention to finance the proposed transaction with cash on hand and was not subject to a financing
condition. The non-binding proposal included in the letter of interest was subject to confirmatory due diligence, the negotiation of mutually satisfactory definitive
agreements and the approval of those agreements by the Board of Directors of Endo. The revised letter of interest also requested that Endo be allowed an additional
period to conduct due diligence, which Endo estimated could be completed in time to announce a definitive agreement providing for its acquisition of HealthTronics by
May 5, 2010. Endo determined that, in light of the increased offer price reflected in the revised letter of interest and in consideration of its devoting significant time and
resources to the exploration of an acquisition of HealthTronics as compared to other strategic opportunities, that it would be important to proceed on an exclusive basis
with HealthTronics and, therefore, requested that
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HealthTronics enter into an exclusivity agreement with Endo pursuant to which HealthTronics would agree to, among other things, negotiate exclusively with Endo
until May 10, 2010.
On April 17, 2010, after negotiations between Endo and HealthTronics regarding the duration of the exclusivity period, among other things, Mr. Whittenburg
called Mr. Holveck to inform him that the HealthTronics Board of Directors had met and agreed to proceed on the basis of Endo’s non-binding offer and to enter into
the exclusivity agreement. On April 17, 2010, Endo and HealthTronics entered into an exclusivity agreement. Under the terms of the exclusivity agreement,
HealthTronics agreed, among other things, not to initiate, solicit, encourage, engage in discussions or negotiations regarding, or provide any information in connection
with, third-party acquisition proposals. The exclusivity agreement, and the restrictions on HealthTronics’ actions in connection with third-party acquisition proposals,
were to terminate on the earlier of (i) May 10, 2010 or (ii) Endo’s written notice to HealthTronics that it was no longer interested in proceeding with an acquisition of
HealthTronics.
Following the execution of the exclusivity agreement, from April 19 to April 22, in furtherance of Endo’s ongoing exploration of a possible acquisition of
HealthTronics, members of Endo’s management team met with members of HealthTronics’ management team to discuss various aspects of HealthTronics’ business.
On April 22 and 23, 2010, Messrs. Holveck, Butcher, Levin and Cunningham, Drs. Cobuzzi and Gergel, Ms. Manogue and Ms. Craven and Ms. McHugh
attended meetings in Dallas, Texas with Messrs. Whittenburg, Rusk, Davis and Herz of HealthTronics. During these meetings, various aspects of HealthTronics’
business as well as the terms of Endo’s possible acquisition of HealthTronics were discussed.
On April 23, 2010, Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden Arps”), outside legal counsel to Endo, provided a draft merger agreement to
representatives of HealthTronics and HealthTronics’ outside legal counsel, Jackson Walker L.L.P. (“Jackson Walker”). The draft merger agreement indicated that Endo
required, as a condition to its entering into any merger agreement, that Mr. Whittenburg and other members of HealthTronics’ senior management concurrently with the
execution of the merger agreement enter into agreements with Endo providing for, among other things, continued employment with Endo and, in certain circumstances,
waiver or deferral of severance benefits, with such agreements to be effective upon the closing of the Offer (the “Executive Agreements”).
During the week of April 26, 2010, representatives of Endo and Skadden Arps participated in conference calls with representatives of HealthTronics and Jackson
Walker to discuss changes to the draft merger agreement proposed by Jackson Walker.
On April 28, 2010, a regularly scheduled meeting of the Board of Directors of Endo was held, at which Mr. Holveck provided the Board of Directors of Endo
with an update regarding the status of discussions with HealthTronics and provided an overview of the possible terms of an acquisition of HealthTronics. Mr. Holveck
noted to the Board of Directors of Endo that the key terms of any possible acquisition of HealthTronics were still under negotiation and that the Board was not being
asked to take action to approve such an acquisition at that time. Following Mr. Holveck’s presentation, the Board of Directors of Endo authorized Endo management to
continue to negotiate the terms of a potential acquisition of HealthTronics.
On April 29, 2010, Skadden Arps provided a revised draft merger agreement to representatives of HealthTronics and Jackson Walker.
On April 30, 2010, representatives of Endo and Skadden Arps participated in a conference call with representatives of HealthTronics and Jackson Walker to
discuss Skadden Arps’ April 29th draft merger agreement. This discussion focused on, among other things, several key terms reflected in the draft merger agreement
regarding which the parties’ respective positions differed substantively, including the size of the termination fee to be paid by HealthTronics in the event that the merger
agreement were terminated in certain
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circumstances, with Endo proposing a fee of $11 million and HealthTronics proposing a fee of $5 million, and the timing of such payment in certain specified
circumstances, certain conditions to the Offer relating to the accuracy of HealthTronics’ representations and warranties and the absence of governmental orders or
litigation and the definition of “Company Material Adverse Effect” under the draft merger agreement, generally, and the scope of any deemed “Company Material
Adverse Effect”.
Later on April 30, 2010, Mr. Cunningham provided drafts of the Executive Agreements to Messrs. Whittenburg, Rusk, Davis and Herz.
On May 3 and May 4, 2010, telephonic meetings were held between the management teams and outside legal counsel of Endo and HealthTronics to discuss due
diligence issues and matters.
On May 3, 2010, Jackson Walker provided a revised draft merger agreement to representatives of Endo and Skadden Arps. Later on May 3, 2010,
representatives of Skadden Arps and Jackson Walker discussed the changes reflected in Jackson Walker’s draft merger agreement. Among other things, this draft
merger agreement reflected a termination fee of $8 million. At the conclusion of such discussion, the parties’ respective outside legal counsel concurred that the parties’
respective positions regarding certain provisions of the draft merger agreement, including the conditions to the Offer relating to the absence of governmental orders or
litigation and the scope of any deemed “Company Material Adverse Effect” under the merger agreement, reflected substantive differences and that further discussion
directly involving representatives of Endo and HealthTronics would likely be necessary to further advance discussions on the treatment of such issues.
On May 4, 2010, Endo established HT Acquisition Corp., a direct wholly-owned subsidiary, to act as the purchaser in the tender offer for all outstanding
HealthTronics shares.
Also on May 4, 2010, Endo and Messrs. Whittenburg, Rusk, Davis and Herz agreed on the terms of the Executive Agreements.
Later on May 4, 2010, a special meeting of the Board of Directors of Endo was held to discuss the potential acquisition of HealthTronics. Representatives of
Skadden and Citi, financial advisor to Endo, were also in attendance telephonically. During the meeting, Mr. Holveck, Mr. Levin and other representatives of Endo
management reviewed the financial, operational and strategic considerations associated with the proposed acquisition of HealthTronics with the Board of Directors of
Endo, representatives of Skadden Arps reviewed with the Board the terms of the proposed acquisition including those terms which were open between the parties,
which included the scope of any deemed “Company Material Adverse Effect” under the merger agreement. Representatives of Citi presented the Board with Citi’s
financial analysis relating to the proposed acquisition. Following these presentations, the Compensation Committee of the Board of Directors of Endo met separately
and considered and approved the Executive Agreements. Following the separate meeting of the Compensation Committee, the full Board of Directors of Endo convened
again, and at the conclusion of the meeting, the Board unanimously adopted resolutions which, among other things, (i) ratified, confirmed, approved and adopted each
of the Merger Agreement, the Stockholder Tender Agreement (as defined above) and the Executive Agreements (as defined above) in all respects, and (ii) declared the
Offer advisable and in the best interests of Endo’s stockholders.
Throughout the evening of May 4, 2010, representatives of Skadden Arps and Jackson Walker participated in conference calls to finalize the remaining terms of
the draft merger agreement and resolve any open due diligence issues or questions. Also during the evening of May 4, 2010, Mr. Levin and Mr. Whittenburg discussed
by telephone the deemed “Company Material Adverse Effect” provision in the draft merger agreement and the parties respective positions with respect thereto.
Throughout the day on May 5, 2010, representatives of Endo and HealthTronics as well as their respective outside legal counsel participated in conference calls
to finalize the terms of the draft merger agreement.
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During the afternoon of May 5, 2010, a special meeting of the Board of Directors of HealthTronics was held to discuss Endo’s potential acquisition of
HealthTronics. At the conclusion of this meeting, the Board of Directors of HealthTronics unanimously (i) determined that the Offer, the Merger and the other
transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of, the holders of Shares, (ii) adopted and approved the Merger
Agreement and declared it advisable that HealthTronics enter into the Merger Agreement and (iii) resolved to recommend that the holders of Shares accept the Offer
and, if required, vote their Shares in favor of the adoption and approval of the Merger Agreement and approval of the Merger.
Also on the afternoon of May 5, 2010, following the meeting of the Board of Directors of HealthTronics, Endo and HealthTronics issued press releases
announcing the execution of the Merger Agreement.
On May 19, 2010, Purchaser commenced the Offer.
Certain Projected Financial Information of HealthTronics

In connection with our due diligence review of HealthTronics, HealthTronics made available to us certain non-public financial information about HealthTronics,
including financial projections prepared by HealthTronics’ management. A summary of these projections is set forth below.
HealthTronics has advised us that its financial projections reflect numerous estimates and assumptions, including but not limited to the following:
• these projections were not prepared with a view toward public disclosure or compliance with the published guidance of the SEC or the guidelines
established by the American Institute of Certified Public Accountants regarding projections and forecasts;
• the projections were prepared solely for internal use and management decision-making, are subjective in many respects, and thus are subject to
interpretations and periodic revisions based on actual experience and business developments;
• these projections reflect numerous assumptions made by HealthTronics’ management with respect to industry performance, general business,
economic, market and financial conditions, uncertainties and contingencies, and other matters, all of which are difficult to predict and many of which
are beyond the control of HealthTronics;
• these projections are based on assumptions and observations about business conditions as of the date prepared by HealthTronics’ management and
not as of any other date and, therefore, could change based on assumptions or observations made after such date;
• there can be no assurance that assumptions made in preparing these projections will prove accurate, although management of HealthTronics believes
the assumptions were reasonable when made;
• actual results will probably differ from these projections, possibly by material amounts;
• the inclusion of these projections should not be regarded as an indication that HealthTronics considered or considers them to be
necessarily predictive of actual future events, and the projections should not be relied upon as such; and
• HealthTronics has not made and does not make any representation to any person or entity regarding the ultimate performance of HealthTronics
compared to these projections, and HealthTronics does not intend to update or otherwise revise these projections to reflect circumstances existing
after the date on which they were prepared by HealthTronics’ management or to reflect the occurrence of future events, even if any or all of the
assumptions underlying the projections are shown to be in error.
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Excerpts of the projections provided by HealthTronics management included the following for HealthTronics on a consolidated basis:
(dollars in millions) 2010 2011 2012 2013

Revenues $ 213.0 $ 246.8 $ 283.7 $ 319.4
EBIT $ 71.1 $ 84.5 $ 98.8 $ 110.9
Net income $ 15.6 $ 22.1 $ 28.7 $ 33.3
Adjusted EBITDA (1) $ 36.2 $ 45.5 $ 54.3 $ 61.4
(1) Adjusted EBITDA means earnings before interest, taxes, depreciation and amortization, excluding equity-based compensation expense, and adjusted for net income
attributable to noncontrolling interest expense (as such term is defined under U.S. generally accepted accounting principles (“ GAAP ”)), calculated in a manner
consistent with HealthTronics’ past financial reporting practice. A reconciliation of the adjusted EBITDA amounts to the net income amounts set forth above is
provided below.
The following is a reconciliation of adjusted EBITDA of HealthTronics for the periods noted below to the net income of HealthTronics for such periods:
(dollars in millions) 2010 2011 2012 2013

Net income $ 15.6 $ 22.1 $ 28.7 $ 33.3
Add back:
Provision for income taxes 1.7 2.4 3.2 3.7
Interest expense 1.9 1.8 2.1 2.3
Depreciation and amortization 15.0 17.1 18.0 19.6
Share-based compensation costs 2.0 2.1 2.3 2.5
Adjusted EBITDA $ 36.2 $ 45.5 $ 54.3 $ 61.4
The inclusion of the projections in this Offer to Purchase should not be regarded as an indication that any of Endo, Purchaser, HealthTronics or their respective
affiliates or representatives consider the projections to be necessarily predictive of actual future events, and the projections should not be relied upon as such. These
projections are being provided in this document only because HealthTronics made them available to Endo in connection with Endo’s due diligence review of
HealthTronics.
None of Endo, Purchaser, HealthTronics or any of their respective affiliates or representatives makes any representation to any shareholder regarding the
projections, and none of them intends to update or otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the
occurrence of future events, even in the event that any or all of the assumptions underlying the projections are shown to be in error. In this regard, investors are
cautioned not to place undue reliance on the projected information provided. As part of its due diligence efforts, Endo management prepared its own estimates of
HealthTronics’ operating performance, and Endo did not base the Offer described in this Offer to Purchase on the HealthTronics projections. Endo’s due diligence
process is continuing and may result in additional changes to such estimates, particularly in respect of Endo’s operating plans if the Merger is consummated, although
these projections will not be updated to reflect the results of such continuing review.
It is Endo’s understanding that the projections were not prepared with a view to public disclosure or compliance with published guidelines of the Commission or
the guidelines established by the American Institute of Certified Public Accountants regarding projections or forecasts. The projections do not purport to present
operations in accordance with GAAP, and HealthTronics’ independent auditors have not examined, compiled or performed any procedures with respect to the
projections presented in this Offer to Purchase, nor have they expressed any opinion or any other form of assurance of such information or the likelihood that
HealthTronics may achieve the results contained in the projections, and accordingly assume no responsibility for them.
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Neither Endo nor any of its affiliates or representatives participated in preparing, nor do they express any view on, the projections summarized above, or the
assumptions underlying such information. The summary of the HealthTronics projections is not included in this Offer to Purchase in order to influence any
HealthTronics shareholder to make any investment decision with respect to the Offer or the Merger, including whether to tender HealthTronics Shares into the Offer or
whether or not to seek appraisal rights with respect to the Shares.
11. Purpose of the Offer and Plans for HealthTronics; Summary of the Merger Agreement and Certain Other Agreements
Purpose of the Offer and Plans for HealthTronics
The purpose of the Offer and the Merger is for Endo and its affiliates, through Purchaser, to acquire control of, and the entire equity interest in, HealthTronics.
Pursuant to the Merger, Endo will acquire all of the stock of HealthTronics not purchased pursuant to the Offer, the Top-Up Option or otherwise. Shareholders of
HealthTronics who sell their Shares in the Offer will cease to have any equity interest in HealthTronics or any right to participate in its earnings and future growth. If
the Merger is consummated, non-tendering shareholders also will no longer have an equity interest in HealthTronics. On the other hand, after selling their Shares in the
Offer or the subsequent Merger, shareholders of HealthTronics will not bear the risk of any decrease in the value of HealthTronics.
Assuming Purchaser purchases a majority of the outstanding Shares pursuant to the Offer, Endo is entitled and currently intends to exercise its rights under the
Merger Agreement to obtain pro rata representation on, and control of, the HealthTronics board of directors. See “ The Merger—Organizational Documents,
Directors and Officers of the Surviving Corporation .” below. At the Effective Time, the Articles of Incorporation of HealthTronics and the Bylaws of HealthTronics,
as in effect immediately prior to the Effective Time, will be the Articles of Incorporation and the Bylaws of the Surviving Corporation until thereafter amended as
provided by law and such Articles of Incorporation and Bylaws. The directors of Purchaser will become the directors of the HealthTronics until their respective
successors are duly elected or appointed. See “ The Merger—Organizational Documents, Directors and Officers of the Surviving Corporation ” below.
Endo and Purchaser are conducting a detailed review of HealthTronics and its assets, corporate structure, capitalization, operations, properties, policies,
management and personnel, and will consider what changes would be desirable in light of the circumstances which exist upon completion of the Offer. Endo and
Purchaser will continue to evaluate the business and operations of HealthTronics during the pendency of the Offer and after the consummation of the Offer and the
Merger and will take such actions as they deem appropriate under the circumstances then existing. Thereafter, Endo intends to review such information as part of a
comprehensive review of HealthTronics’ business, operations, capitalization and management with a view to optimizing development of HealthTronics’ potential in
conjunction with HealthTronics’ existing businesses. We expect that all aspects of HealthTronics’ business will be fully integrated into Endo. However, plans may
change based on further analysis including changes in HealthTronics’ business, corporate structure, charter, bylaws, capitalization, board of directors and management,
although, except as disclosed in this Offer to Purchase, Endo and Purchaser have no current plans with respect to any of such matters.
Except as disclosed in this Offer to Purchase, neither Endo nor Purchaser has any present plans or proposals that would result in an extraordinary corporate
transaction involving HealthTronics or any of its subsidiaries, such as a merger, reorganization, liquidation, relocation of operations, or sale or transfer of a material
amount of assets, or any material changes in HealthTronics’ capitalization, corporate structure or business. Prior to the Expiration Date, Endo may cause Purchaser to be
transferred to one or more of its affiliates for internal structuring reasons, but no such transfer will affect Endo’s obligations under the Merger Agreement.
After the Effective Time, Endo expects to have approximately $900 million of cash and marketable securities available to pursue additional business
development opportunities. Endo intends to pursue opportunities to build its business across multiple therapeutic categories.
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New Executive Agreements under the Merger Agreement
In connection with the negotiation and execution of the Merger Agreement, Endo conditioned its willingness to proceed with the transactions on entry into new
employment agreements with Messrs. Whittenburg, Rusk, Davis and Herz at the time of the execution of the Merger Agreement. Accordingly, Endo negotiated new
employment agreements with each employee named above, which agreements were executed on May 5, 2010. The terms of the new employment agreements will be
effective as of the closing of the Offer and will at that time supersede the terms of HealthTronics existing employment agreements. The benefits under the new
employment agreements will be in addition to, and will not negate, the benefits received by these Executive Officers as a result of vesting and payment of equity awards
under HealthTronics’ existing equity plans.
The descriptions of the agreements that follow are qualified in their entirety by reference to the full text of the agreements described, which are included as
Exhibits (e)(1)—(e)(4) the Schedule TO filed by Endo and Purchaser with the Commission on May 19, 2010 (the “ Schedule TO ”) and incorporated herein by
reference.
James S.B. Whittenburg

Upon the effectiveness of Mr. Whittenburg’s employment agreement, he will be paid a base salary of $420,000 on an annualized basis (which base salary may
not be decreased without Mr. Whittenburg’s consent), which is $30,000 more than his current base salary of $390,000. Mr. Whittenburg will be entitled to continue to
participate in HealthTronics’ annual incentive compensation program, with a target bonus for calendar year 2011 equal to 60% of base salary with the opportunity to
receive a maximum annual cash bonus of 200% of his target bonus. In addition, Mr. Whittenburg will receive initial grants of $630,000 in stock options and $210,000
in restricted stock units to acquire Endo common stock, which vest 25% on each anniversary of the effective date of the employment agreement. Mr. Whittenburg also
is entitled to participate in Endo’s equity incentive plan, as well as in HealthTronics’ employee benefit plans and programs.
Mr. Whittenburg’s employment agreement has an initial term of 18 months that will automatically renew for two additional one-year periods unless notice of
non-renewal is delivered by either party under the terms provided for in the agreement. Except for termination by Endo for cause during the initial term or termination
by Mr. Whittenburg without good reason during the initial term, if Mr. Whittenburg’s employment is terminated for any reason during or after the initial term,
Mr. Whittenburg would be entitled to receive a cash payment equal to 200% of the sum of Mr. Whittenburg’s base salary and annual incentive compensation at target,
payable in a lump sum.
• The term “cause” generally is defined as: (a) in connection with the business of Endo, conviction of an offense constituting a felony or involving
moral turpitude; or (b) in a material and substantive manner that is not materially cured within 15 days after receiving notice thereof, violation of a
written Endo policy, violation of the employment agreement, failure to follow reasonable written instructions or directions or failure to use good-
faith efforts to perform services required under the employment agreement.
• The term “good reason” generally refers to Endo doing any of the following and failing to cure such event within 30 days of notice thereof:
(a) material reduction of annual base salary; (b) requirement to be relocated to any location that is further than 30 miles from HealthTronics’ current
headquarters; and (c) reassignment to a position with materially diminished responsibilities or such responsibilities are otherwise materially narrowed
or diminished.
Mr. Whittenburg’s agreement contains noncompetition and nonsolicitation covenants that continue in effect for two years following termination of employment
(the “ Restricted Period ”). Subject to compliance with these noncompetition and nonsolicitation covenants, if Mr. Whittenburg’s employment terminates for any
reason, Endo will pay Mr. Whittenburg, in addition to the other amounts or benefits required to be paid as described above, $1,700,000 payable in equal installments
over the Restricted Period in accordance with Endo’s customary monthly payroll practices.
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Richard A. Rusk and Clint B. Davis
Each of Messrs. Rusk’s and Davis’ employment agreement has a term of three years. Upon effectiveness of these agreements, Mr. Rusk will receive a salary of
$230,000 (which is $11,600 more than his current salary), and Mr. Davis will receive a salary of $245,000 (which is equal to his current salary), and each of these
executives will continue to participate in HealthTronics’ annual incentive compensation program. In addition, each of these executives will receive initial grants of
stock options and restricted stock units to acquire Endo common stock as follows: Mr. Rusk—$115,000 in stock options and $115,000 in restricted stock units; and
Mr. Davis—$183,750 in stock options and $61,250 in restricted stock units. Such awards will vest 25% on each anniversary of the effective date of the employment
agreements. The employment agreements contain termination rights for “cause” and “good reason” that are substantially similar to the rights under the executives’
current employment agreements; provided that, if there is a termination without cause or for good reason, or if the termination is due to death or disability, in each case
during the term, the executives would be entitled to (1) if termination occurs on or before the second anniversary of the effective date, receive a cash payment equal to
200% of the sum of executive’s base salary and target bonus, (2) if termination occurs after the second anniversary of the effective date, receive a cash payment equal to
the sum of executive’s base salary and target bonus, and (3) continued coverage under medical and welfare plans for two years following termination on terms no less
favorable to executive and his dependents (including the cost thereof) than those in effect immediately prior to such termination. In addition, if the executives’
employment terminates for any reason following the term of the employment agreement, the executives would be entitled to (1) receive a cash payment equal to the
sum of executive’s base salary and target bonus, (2) continued coverage under medical and welfare plans for one year following termination on terms no less favorable
to executive and his dependents (including the cost thereof) than those in effect immediately prior to such termination, and (3) in the case of a disability (regardless of
any termination of employment related thereto), regular payments for twelve months equal to the amount by which the monthly base salary exceeds executive’s
company-provided monthly disability insurance benefit. Each of these agreements contains noncompetition and nonsolicitation covenants that continue in effect for two
years following termination of employment.
Scott A. Herz
Mr. Herz’s employment agreement has a term of nine months. Upon effectiveness of this agreement, Mr. Herz will continue to be paid his current salary of
$215,000 and will continue to participate in HealthTronics’ annual incentive compensation program. In addition, Mr. Herz will receive initial grants of $107,500 in
stock options and $107,500 in restricted stock units to acquire Endo common stock. Such awards will vest 25% on each anniversary of the effective date of the
agreement. Mr. Herz’s employment agreement contains termination rights for “cause” and “good reason” that are substantially similar to the rights under his current
employment agreement; provided that, except for termination by Endo for cause during the term of the agreement or termination by Mr. Herz without good reason
during the term of the agreement, if Mr. Herz’s employment is terminated for any reason during or after the term of the agreement, Mr. Herz would be entitled to
(1) receive a cash payment equal to 200% of the sum of his base salary and target bonus and (2) continued coverage under medical and welfare plans for two years
following termination on terms no less favorable to Mr. Herz and his dependents (including the cost thereof) than those in effect immediately prior to such termination.
In addition, if Mr. Herz becomes disabled (regardless of any termination of employment related thereto), he would be entitled to receive regular payments for twelve
months equal to the amount by which the monthly base salary exceeds his company-provided monthly disability insurance benefit. Mr. Herz’s agreement contains
noncompetition and nonsolicitation covenants that continue in effect for two years following termination of employment.
General
The separation payments and benefits to which the executives are entitled under the new employment agreements are conditioned upon the execution of a
general release in favor of Endo and related parties.
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In addition, each of the employment agreements described above includes provisions regarding indemnification and certain tax provisions. Specifically, under
each executive officer’s employment agreement, the executive officer will be indemnified against all claims arising out of his actions or omissions during his
employment to the extent provided by Endo’s Certificate of Incorporation and/or Bylaws. Further, in the event that any payment or benefit that each executive officer
would receive from Endo would otherwise constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “ Code ”) and
be subject to the excise tax imposed by Section 4999 of the Code, such payment and benefits will be reduced (but not below zero) if and to the minimum extent
necessary so that no payment would be subject to the excise tax.
Summary of the Merger Agreement

The following is a summary of certain provisions of the Merger Agreement. This summary is qualified in its entirety by reference to the full text of the Merger
Agreement, a copy of which is filed as Exhibit (d)(1) to the Schedule TO, which is incorporated herein by reference. Copies of the Merger Agreement and the Schedule
TO, and any other filings that we make with the Commission with respect to the Offer or the Merger, may be obtained in the manner set forth in Section 8 under “
Available Information .” Capitalized terms used, but not defined, herein shall have the respective meanings given to them in the Merger Agreement.
The Offer
The Offer. The Merger Agreement provides that Endo and Purchaser will commence the Offer to purchase any and all of the outstanding Shares. The obligations
of Purchaser to, and of Endo to cause Purchaser to, accept for payment and pay for, any Shares tendered pursuant to the Offer are subject only to the conditions
described in Section 13—“ Conditions of the Offer ” (each such condition, an “ Offer Condition ”). Purchaser expressly reserves the right to, in its sole discretion,
waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the prior written consent of HealthTronics, Purchaser
will not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price or change the form of consideration payable in the Offer, (iii) change, modify or
waive the Minimum Tender Condition, (iv) impose conditions that are different than or in addition to the conditions set forth in “ Conditions of the Offer ” or
(v) otherwise amend the Offer in any manner materially adverse to the holders of Shares.
The initial expiration date of the Offer is 5:00 p.m., New York City time, on Thursday, July 1, 2010. Notwithstanding anything in the Merger Agreement to the
contrary, Purchaser (i) may, in its sole discretion, without HealthTronics’ consent, extend the Offer on one or more occasions in increments of no longer than 5 business
days, if on any then-scheduled expiration date of the Offer any of the Offer Conditions is not satisfied or, in Purchaser’s sole discretion, waived, until such time as such
condition or conditions are satisfied or waived, (ii) will extend the Offer for any period required by any rule, regulation, interpretation or position of the Commission or
the staff thereof or the NASDAQ Global Select Market applicable to the Offer and (iii) will extend the Offer until any waiting period (and any extension thereof)
applicable to the consummation of the Offer under the HSR Act and any other applicable foreign antitrust, competition or similar law has expired or terminated;
provided, however, that in no event will Purchaser be required to extend the Offer beyond December 31, 2010 or at any time Purchaser is entitled to terminate the
Merger Agreement. In addition, Purchaser must extend the Offer for one ten business day period, followed by one five business day period if necessary, if, on the then-
scheduled expiration date of the Offer, the Minimum Tender Condition or the No Governmental Action Condition, as applicable, is not satisfied but all of the other
Offer Conditions are satisfied or waived; provided, however, that in no event will Purchaser be required to extend the Offer as provided above more than two times in
either case (for such ten business day period and five business day period, as applicable), or beyond December 31, 2010 or at any time Endo or Purchaser are entitled to
terminate the Merger Agreement. In addition, Purchaser must extend the Offer for one five business day period if on the then scheduled expiration date all of the
conditions other than the condition relating to HealthTronics’ compliance in all material respects with its obligations under the Merger Agreement have been satisfied or
waived under circumstances where prior to such expiration HealthTronics did not have at least five days written notice from Endo of the facts or
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circumstances underlying the failure of such condition to be satisfied, provided, however, that in no event will Purchaser be required to extend the Offer as provided
above more than once pursuant to this sentence.
On the terms and subject to the conditions of the Offer and the Merger Agreement, Purchaser will accept and pay for all Shares validly tendered and not validly
withdrawn prior to the expiration date of the Offer (as it may be extended and re-extended) pursuant to the Offer as soon as practicable after such expiration date.
Purchaser expressly reserves the right to, in its sole discretion, following acceptance for payment of Shares upon expiration of the Offer (the “ Offer Closing ”), extend
the Offer for a “subsequent offering period” of not less than 3 business days nor more than 20 business days in accordance with Rule 14d-11 under the Exchange Act.
HealthTronics Actions. HealthTronics has consented to the Offer, the Merger and the other transactions contemplated by the Merger Agreement and represented
that the HealthTronics board of directors, unanimously (i) determined that Offer, the Merger and the other transactions contemplated by the Merger Agreement are
advisable, fair to and in the best interests of, the holders of Shares, (ii) adopted and approved the Merger Agreement and declared it advisable that HealthTronics enter
into the Merger Agreement and (iii) resolved to recommend that the holders of Shares accept the Offer and, if required, vote their Shares in favor of the adoption of the
Merger Agreement and approval of the Merger.
Directors. The Merger Agreement provides that, effective upon the Offer Closing, Endo will be entitled to designate the number of directors, rounded up to the
next whole number, on the HealthTronics board of directors that equals the product of (i) the total number of directors on the HealthTronics board of directors and
(ii) the percentage that the number of Shares beneficially owned by Endo and/or Purchaser (including shares accepted for payment) bears to the total number of shares
outstanding, and HealthTronics will cause Endo’s designees to be elected or appointed to the board of directors, including by increasing the number of directors and
seeking and accepting resignations of incumbent directors. At such time, HealthTronics will also cause individuals designated by Endo to constitute the proportional
number of members, rounded up to the next whole number, on each committee of the HealthTronics board of directors and as requested by Endo, each board of
directors (or equivalent governing body) of each HealthTronics Entity (and each committee thereof) in proportion to the number of members that may be designated by
HealthTronics to such board of directors (or equivalent governing body) and each committee thereof. If Endo’s designees constitute a majority of the HealthTronics
board after the Offer Closing and prior to the Effective Time, then the affirmative vote of a majority of the directors of HealthTronics then in office who were not so
designated by Endo will be required to authorize any termination of the Merger Agreement by HealthTronics, any amendment of the Merger Agreement requiring
action by the HealthTronics board, any extension of time for performance of any obligation or action under the Merger Agreement by Endo or Purchaser and any
waiver of compliance with any of the agreements or conditions contained in the Merger Agreement for the benefit of HealthTronics.
Top-Up Option. HealthTronics has granted Purchaser an irrevocable option (the “Top-Up Option” ) to purchase up to that number of newly issued Shares (the “
Top-Up Option Shares ”) equal to the number of Shares that, when added to the number of Shares owned by Endo and Purchaser at the time of the exercise of the Top-
Up Option, constitutes one Share more than 90% of the Shares then outstanding on a fully diluted basis (after giving effect to the issuance of the Top-Up Option Shares)
or, as may be elected by Endo, on a primary basis as of immediately prior to the issuance of such shares, for consideration per Top-Up Option Share equal to the Offer
Price. The Top-Up Option is subject to certain additional terms and conditions, including that Purchaser must own as of such time less than one more than 90% of the
Shares then outstanding. The Top-Up Option will not be exercisable to the extent the number of Shares issuable upon exercise of the Top-Up Option would exceed the
number of authorized but unissued Shares that are not already reserved for issuance, or any other provision of applicable law or any order by a governmental entity
would prohibit the exercise of the Top-Up Option or the delivery of Shares pursuant to the Top-Up Option. The aggregate purchase price payable for the Shares
issuable pursuant to the Top-Up Option will be determined by multiplying the number of such Shares by the Offer Price, without interest. Such aggregate purchase
price may be paid by Purchaser, at its election, either in cash or by executing and delivering to HealthTronics a promissory note having a principal amount equal to such
purchase price and having full recourse to Endo.
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The Merger
The Merger. The Merger Agreement provides that, after the completion of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will
be merged with and into HealthTronics, and HealthTronics will be the Surviving Corporation.
Organizational Documents, Directors and Officers of the Surviving Corporation. The Merger Agreement provides that at the Effective Time, the Articles of
Incorporation of HealthTronics and the Bylaws of HealthTronics will be the Articles of Incorporation and the Bylaws of the Surviving Corporation until thereafter
changed or amended as provided therein or by applicable law. Purchaser’s directors immediately prior to the Effective Time will be the initial directors of the Surviving
Corporation until the earlier of their resignation or removal or until their respective successors are duly designated, and the officers of HealthTronics immediately prior
to the Effective Time will be the initial officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly
designated.
Effects of the Merger; Exchange of Certificates

Conversion of Shares. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than (i) any Shares held in the
treasury of HealthTronics, (ii) each Share owned by Purchaser, Endo or any direct or indirect wholly-owned subsidiary of Endo or of HealthTronics immediately prior
to the Effective Time, and (iii) any dissenting Shares) will be canceled and will be converted automatically into the right to receive the Merger Consideration, which is
comprised of an amount equal to the Offer Price paid in the Offer.
Treatment of Options. The Merger Agreement provides that HealthTronics will take all necessary action to provide that, effective as of the closing of the Merger
(the “ Closing ”), HealthTronics’ Stock Plans and all HealthTronics stock options outstanding immediately before the Closing will be canceled and of no further force
or effect. Each holder of outstanding options under HealthTronics’ stock plans as of immediately prior to the Closing shall receive consideration equal to (A) the
number of Shares subject to each such option, multiplied by the excess, if any, of (i) the Merger Consideration over (ii) the per-share exercise price under such option.
Treatment of Other Equity Awards. The Merger Agreement provides that each restricted stock award outstanding immediately before the Closing will be
cancelled and of no further force or effect and, in exchange for cancellation of each such award, each holder of such awards shall receive the per share Merger
Consideration for each share of HealthTronics common stock underlying such award.
Representations and Warranties

Representations and Warranties of HealthTronics. In the Merger Agreement, HealthTronics has made customary representations and warranties to Endo and
Purchaser with respect to, among other matters, its organization and qualification, subsidiaries, capitalization, authority relative to the Merger Agreement, no conflict,
required filings and consents, compliance, FDA and related matters, Commission filings, financial statements, absence of certain changes or events, taxes, absence of
litigation, product liability and recalls, material contracts, affiliate transactions, employee benefit plans, labor and employment matters, real property, environmental
matters, intellectual property, shareholders’ rights agreement, brokers, schedule of fees and expenses, and insurance.
For purposes of the Merger Agreement, the phrase “Company Material Adverse Effect” means any change, effect, event, occurrence, state of facts, circumstance
or development that, individually or in the aggregate with all other changes, effects, events, occurrences, state of facts, circumstances or developments, (i) results in any
change or effect that is or would reasonably be expected to be materially adverse to the business, properties, assets, liabilities (contingent or otherwise), condition
(financial or otherwise) or results of operations of
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HealthTronics and the HealthTronics Entities, taken as a whole, or (ii) prevents or materially impedes, interferes with, hinders or delays the consummation by
HealthTronics of the transactions contemplated by the Merger Agreement; provided, however, that none of the following shall constitute a Company Material Adverse
Effect: (A) any change relating to the economy or securities markets in general, (B) any adverse change, effect, event, occurrence, state of facts or development
attributable to conditions affecting the industry in which HealthTronics participates, including any changes to reimbursement rates related to any Products or Services
(as each is defined in the Merger Agreement) (provided, that the underlying causes of such change, effect, event, occurrence, state of facts or development may be
considered in determining whether a Company Material Adverse Effect has occurred), (C) any failure, in and of itself, by HealthTronics to meet any internal or
published projections, forecasts or revenue or earnings predictions for any period ending on or after the date of the Merger Agreement (provided, that the underlying
causes of such failure may be considered in determining whether a Company Material Adverse Effect has occurred), (D) the effect of any change in any applicable law
or GAAP (provided, that the underlying causes of such change may be considered in determining whether a Company Material Adverse Effect has occurred), (E)(i)
changes in global or national economic or political conditions or (ii) acts of war (whether or not declared), armed hostilities, sabotage, military actions or the escalation
thereof (whether underway on the date of the Merger Agreement or thereafter commenced), and terrorism, or (F) a change in the market price or trading volume of the
Shares (provided, that the underlying causes of such decline or change may be considered in determining whether a Company Material Adverse Effect has occurred);
except, in the cases of clauses (A), (B), (D) and (E)(i), if such change, effect, event, occurrence, state of facts, circumstance or development disproportionately affects
HealthTronics as compared to other participants in the healthcare services industry. Notwithstanding anything to the contrary in the Merger Agreement, the parties
acknowledge and agree that (i) except for certain accounting determinations by Endo, Purchaser or their accountants regarding the status of the HealthTronics Entities,
which shall not, taken alone, give rise to a deemed Company Material Adverse Effect, any change, effect, event, occurrence, state of facts, circumstance or development
that, individually or in the aggregate with all other such changes, effects, events, occurrences, states of facts, circumstances or developments, results in, or would
reasonably be expected to result in, the expected consolidated revenues of HealthTronics and the HealthTronics Entities for the fiscal year ended December 31, 2010
being less than $176 million shall be deemed to constitute a Company Material Adverse Effect, and (ii) the exceptions set forth in clauses (A) through (F) of the
preceding sentence of this definition shall not apply or be given any effect in determining whether or not there exists a deemed Company Material Adverse Effect
provided for in clause (i) of this sentence.
Representations and Warranties of Endo and Purchaser. In the Merger Agreement, each of Endo and Purchaser has made customary representations and
warranties to HealthTronics with respect to, among other matters, corporate organization, good standing, authority relative to the Merger Agreement, no conflict,
required filings and consents, financing, and brokers.
The representations and warranties contained in the Merger Agreement were made solely for the benefit of the other parties to the Merger Agreement.
Such representations and warranties:
• were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those
statements prove to be inaccurate;
• may have been qualified in the Merger Agreement by disclosures that were made to the other party in connection with the negotiation of the
Merger Agreement
• may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and
• were made only as of the date of the Merger Agreement or such other date or dates as may be specified in the Merger Agreement.
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Covenants
Conduct of Business. The Merger Agreement provides that, until the earlier of (1) such time as Endo’s designees first constitute at least a majority of the
HealthTronics board of directors and (2) the Effective Time, except as otherwise consented to by Endo in writing, and except as disclosed in the HealthTronics
Disclosure Letter or as otherwise explicitly required by the Merger Agreement, HealthTronics will, and will cause the HealthTronics Entities to, conduct their
respective businesses only in the ordinary course of business consistent with past practice, and HealthTronics and the HealthTronics Entities will use their reasonable
best efforts to preserve intact their business organizations, to preserve their assets and properties in good repair and condition, to keep available the services of their
current officers and employees and to preserve, in all material respects, the current relationships of HealthTronics and the HealthTronics Entities with customers,
suppliers, licensors, licensees, distributors, any limited partners or other equity-holders in HealthTronics Entities, and other entities with which HealthTronics or the
HealthTronics Entities have business dealings.
The Merger Agreement also provides that, except as required by the Merger Agreement and subject to certain exceptions, until the earlier of (1) such time as
Endo’s designees first constitute at least a majority of the HealthTronics board of directors and (2) the Effective Time, neither HealthTronics nor any of its subsidiaries
will do certain specified actions without the prior written consent of Endo, including, among other things:
• amending its organizational documents or those of any HealthTronics Entity;
• declaring or paying any dividends on or making other distributions in respect of its capital stock or other equity interests (except for dividends and
distributions by a direct or indirect wholly-owned subsidiary to its parent);
• subdividing, reclassifying, recapitalizing, splitting, combining or exchanging any of its capital stock or other equity interests or issuing or authorizing
the issuance of any other securities in respect of its capital stock or other equity interests (except of capital stock of a wholly-owned subsidiary);
• repurchasing or redeeming any shares of its capital stock or other equity interests or any stock rights;
• issuing, delivering or selling any shares of its capital stock or any stock rights;
• creating, assuming or incurring any indebtedness for borrowed money;
• making any loans, advances or capital contributions to, or any investments in, any other person;
• selling or otherwise encumbering or disposing of any material assets or properties;
• acquiring any division, business or equity interest of any person or any material assets;
• adopting a plan or agreement of liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization;
• implementing or adopting any change in its accounting methods;
• amending any of the terms or conditions of employment for any of its directors or officers; adopting, terminating or amending any benefit plan or
collective bargaining agreement;
• increasing the compensation or benefits of any employee;

• granting any awards under any benefit plan or removing or modifying existing restrictions in any benefit plan;
• taking any action to accelerate the vesting or payment of any compensation or benefits under any contract;
• amending in any material respect or terminating any material rights or claims with respect to, any material contract or enter into any agreement that
would qualify as a material contract;
• modifying or terminating any rights or claims with respect to, any organizational documents of any HealthTronics Entity if such amendment or
termination would, or would reasonably be expected to,
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result in the expected aggregate adjusted EBITDA of HealthTronics and the HealthTronics Entities, on a combined basis for the fiscal year ending
December 31, 2010 being less than $30.7 million;
• entering into any material contract relating to the development or commercialization of any medical product;
• paying, loaning or advancing any amount to any of its officers or directors;
• forming or commencing the operations of any business that is material to HealthTronics or the HealthTronics Entities, taken as a whole;
• making, changing, or revoking any material tax election, changing any method of tax accounting;
• entering into any closing agreement, settling or compromising any material tax liability;
• filing any material amended tax return, or surrendering any claim for a material refund of taxes;
• paying, any claims other than in the ordinary course of business consistent with past practice;
• making any new capital expenditures that are not budgeted for and exceed $50,000 individually or $100,000 in the aggregate;
• failing to take any action necessary or advisable to protect or maintain HealthTronics’ intellectual property;
• granting or acquiring, or disposing of or permitting to lapse any rights to any intellectual property that is material to HealthTronics;
• taking any action that would reasonably be expected to impose any material delay in the obtaining of, or significantly increase the risk of not
obtaining, any consent, approval, order, authorization or permit of, or declaration, registration, filing with, or notification to, any governmental entity
necessary to consummate the transactions contemplated by the Merger Agreement or the expiration or termination of any applicable waiting period,
or significantly increase the risk of any governmental entity entering an order prohibiting or impeding the consummation of the transactions
contemplated by the Merger Agreement or otherwise would reasonably be expected to materially delay or impair the consummation of the
transactions contemplated by the Merger Agreement; or
• authorizing or agreeing to take, any of the foregoing actions.
Transition Committee. As soon as practicable after the date of the Merger Agreement, Endo and HealthTronics agreed to create a joint transition management
committee (the “ Transition Committee ”) consisting of two representatives from each of Endo and HealthTronics as agreed by the Chief Executive Officers of Endo
and HealthTronics. The Transition Committee will be responsible for organizing, developing, managing and implementing a transition plan for the prompt and efficient
integration of the business organizations of Endo, HealthTronics and their respective subsidiaries, subject to the requirement that control of management, properties and
assets of Endo and HealthTronics will at all times prior to the Effective Time remain under the control of their respective boards of directors.
Reasonable Best Efforts. The Merger Agreement provides that each party will make (i) an appropriate filing of a Notification and Report Form pursuant to the
HSR Act (such report form, the “ Report Form ”) with respect to the transactions contemplated by the Merger Agreement and (ii) all other necessary filings, forms,
declarations, notifications, registrations and notices with other governmental entities under foreign competition laws relating to the transactions.
The parties to the Merger Agreement agree to act in good faith and reasonably cooperate with the other parties in connection with any investigation of any
governmental entity, including using reasonable best efforts to furnish to each other all information required for any filing, form, declaration, notification, registration
and notice. Each party will give the other parties reasonable prior notice of any communication with, and any
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proposed understanding or agreement with, any governmental entity regarding any filings, forms, declarations, notifications, registrations or notices, and permit the
other parties to review and discuss in advance, and consider in good faith the views of the others in connection with, any proposed communication, understanding or
agreement with any governmental entity with respect to the transactions contemplated by the Merger Agreement. None of the parties will independently participate in
any meeting, or engage in any substantive conversation, with any governmental entity in respect of any filings or inquiry with respect to competition laws without
giving the other parties prior notice of the meeting and, unless prohibited by such governmental entity, the opportunity to attend and/or participate. The parties will
consult and cooperate with one another in connection with any information or proposals submitted in connection with proceedings under or relating to any competition
law. Without limiting the foregoing, HealthTronics and Endo will each use its reasonable best efforts: (i) to avoid the entry of any judgment that would restrain, prevent
or delay the Closing; (ii) to eliminate every impediment under any competition law that may be asserted by any governmental entity so as to enable the Closing to occur
as soon as reasonably possible (and in any event no later than December 31, 2010); and (iii) vigorously to contest and resist any such action or proceeding, including
any administrative or judicial action.
The parties agree to use reasonable best efforts to do all things necessary, proper or advisable to consummate and make effective the Offer, the Merger and the
other transactions contemplated by the Merger Agreement, including (i) the obtaining of all other necessary actions or nonactions, waivers, consents, licenses, permits,
authorizations, orders and approvals from governmental entities and the making of all other necessary registrations and filings (including filings with governmental
entities, if any), (ii) the obtaining of all consents, approvals or waivers from third parties related to or required in connection with the Offer or the Merger that are
necessary to consummate the Offer, the Merger and the transactions contemplated by the Merger Agreement, (iii) the preparation of the Proxy Statement and any other
documents that may be required to be filed with the Commission, (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the
transactions contemplated by, and to fully carry out the purposes of, the Merger Agreement, and (v) the providing of all such information concerning such party, its
subsidiaries, its Affiliates and its subsidiaries’ and Affiliates’ officers, directors, employees and partners as may be reasonably requested in connection with any
regulatory matters. Neither Endo nor Purchaser will take any action not required by law or the Merger Agreement if such action would (1) reasonably be expected to
impose any material delay in the obtaining of, or significantly increase the risk of not obtaining, any consent, approval, order, authorization or permit of, or declaration,
registration, filing with, or notification to, any governmental entity necessary to consummate the transactions contemplated by the Merger Agreement or the expiration
or termination of any applicable waiting period, or would significantly increase the risk of any governmental entity entering an order prohibiting or impeding the
consummation of the transactions contemplated by the Merger Agreement, or otherwise would reasonably be expected to materially delay or impair the consummation
of such transactions, and (2) was taken by Endo or Purchaser with the primary purpose of causing one or more of the effects set forth in clause (1).
Notwithstanding the foregoing obligations, neither HealthTronics nor Endo will be required in order to resolve any objections asserted under competition laws
by any governmental entity with respect to any of the transactions contemplated by the Merger Agreement to divest any of its businesses, product lines or assets, or take
or agree to take any other action or agree to any limitation or restriction if such action (i) would, or would reasonably be expected to, materially and adversely affect
HealthTronics and the HealthTronics Entities, taken as a whole, (ii) would, or would reasonably be expected to, materially impair the benefits sought to be derived by
Endo from the transactions contemplated by the Merger Agreement (taking into account, among other things, effects on the assets, business and operations and
relationships of both Endo and its subsidiaries and of HealthTronics and the HealthTronics Entities), or (iii) causes Endo to sell, divest, hold separate, license, cause a
third party to acquire, or otherwise dispose of any material operations, divisions, businesses, product lines, customers or assets of Endo or its subsidiaries, or any other
actions that may materially limit Endo’s freedom of action with respect to, or its ability to retain, any of its subsidiaries, material operations, divisions, businesses,
product lines, customers or assets.
No Solicitation. None of HealthTronics, the HealthTronics Entities, or any of their respective representatives will, directly or indirectly, (i) solicit, initiate or
encourage, or take any other action designed to, or which would
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reasonably be expected to, facilitate, any Company Takeover Proposal (as defined below), or (ii) enter into, continue or otherwise participate in any discussions or
negotiations regarding, or furnish to any entity any information with respect to, or access to the properties, books or records of HealthTronics or any HealthTronics
Entity in connection with, or otherwise cooperate with, any proposal that constitutes, or would reasonably be expected to lead to, any Company Takeover Proposal.
HealthTronics will, and will cause the HealthTronics Entities and their respective representatives to, immediately cease and cause to be terminated all existing
discussions or negotiations with any entity conducted with respect to any proposal that constitutes, or would reasonably expected to lead to, any Company Takeover
Proposal and request the prompt return or destruction of all confidential information previously furnished. Notwithstanding the foregoing, at any time prior to the Offer
Closing, in response to a bona fide written Company Takeover Proposal that the HealthTronics board in good faith determines (after consultation with outside counsel
and a financial advisor of nationally recognized reputation) constitutes, or would reasonably expected to lead to, a Superior Proposal (as defined below), and which
Company Takeover Proposal was not solicited after the date of the Merger Agreement, was made after the date of the Merger Agreement and did not otherwise result
from a breach of the solicitation provisions of the Merger Agreement, HealthTronics may, if a majority of the HealthTronics board determines (after consultation with
outside counsel) that it is necessary to take such actions in order to comply with its fiduciary duties to HealthTronics’ shareholders, and subject to compliance with all
no solicitation provisions and after giving Endo written notice of such determination, (x) furnish information with respect to HealthTronics and the HealthTronics
Entities to the entity making such Company Takeover Proposal (and its representatives) pursuant to a customary confidentiality agreement (which agreement will
include a customary “standstill” or similar covenant) not less restrictive of such entity than the confidentiality agreement that HealthTronics entered into with Endo;
provided that (1) all such information has previously been provided to Endo or is provided to Endo prior to the time it is provided to such entity and (2) such customary
confidentiality agreement expressly provides the right for HealthTronics to comply with the terms of the Merger Agreement, and (y) participate in discussions or
negotiations with the entity making such Company Takeover Proposal (and its representatives) regarding such Company Takeover Proposal.
The term “Company Takeover Proposal” means any inquiry, proposal or offer from any Person (other than Endo or Purchaser) relating to, or that is reasonably
expected to lead to, any direct or indirect acquisition or purchase, in one transaction or a series of transactions, of any assets or businesses that constitute 15% or more
of the revenues, net income, EBITDA or assets of HealthTronics and the HealthTronics Entities, taken as a whole, or 15% or more of any class of equity securities of
HealthTronics or any material HealthTronics Entity, any tender offer or exchange offer that if consummated would result in any person beneficially owning 15% or
more of any class of equity securities of HealthTronics or any material HealthTronics Entity, or any merger, consolidation, business combination, recapitalization,
liquidation, dissolution, joint venture, binding share exchange or similar transaction involving HealthTronics or any material HealthTronics Entity pursuant to which
any person or the shareholders of any person would own 15% or more of any class of equity securities of HealthTronics or any material HealthTronics Entity or of any
resulting parent company of HealthTronics, other than the transactions contemplated by the Merger Agreement.
For purposes of the Merger Agreement, the term “Superior Proposal” means a bona fide proposal or offer constituting a Company Takeover Proposal that, if
consummated, would result in the Person making such proposal or offer acquiring, directly or indirectly, all of HealthTronics’ outstanding equity securities (or all of the
outstanding equity securities of the surviving entity in a merger of HealthTronics or the direct or indirect parent of the surviving entity in such a merger), or all or
substantially all of the assets of the HealthTronics and the HealthTronics Entities, taken as a whole, which the HealthTronics board determines in good faith (after
consultation with outside counsel and a financial advisor of nationally recognized reputation) to be (i) more favorable to the shareholders of HealthTronics from a
financial point of view than the Offer and the Merger, taking into account all relevant factors (including all the terms and conditions of such proposal and the Offer and
the Merger Agreement (including any changes to the terms of the Offer and this Agreement proposed by Endo in response to such offer or otherwise)) and
(ii) reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects of such proposal.
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Neither the HealthTronics board nor any committee thereof will, (i) (A) withdraw (or qualify or modify in a manner adverse to Endo or Purchaser), or publicly
propose to withdraw (or qualify or modify in a manner adverse to Endo or Purchaser), the adoption, approval, recommendation or declaration of advisability by the
HealthTronics board or any such committee thereof of the Merger Agreement, the Offer, the Merger or the other transactions contemplated by the Merger Agreement or
(B) recommend, adopt, approve or declare advisable, or propose publicly to recommend, adopt, approve or declare advisable, any Company Takeover Proposal (any
action described in this clause (i) being referred to as a “ Company Adverse Recommendation Change ”) or (ii) adopt, approve, recommend or declare advisable, or
propose to adopt, approve, recommend or declare advisable, or allow HealthTronics or any of the HealthTronics Entities to execute or enter into, any letter of intent,
memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or
other similar agreement constituting or related to, or that is intended to or is reasonably expected to lead to, any Company Takeover Proposal (other than a
confidentiality agreement referred to above). Notwithstanding the foregoing, at any time prior to the Offer Closing, the HealthTronics board may make a Company
Adverse Recommendation Change if and only if HealthTronics has received a Company Takeover Proposal that constitutes a Superior Proposal and a majority of the
HealthTronics board determines (after consultation with outside counsel) that it is necessary to take such actions in order to comply with its fiduciary duties to the
shareholders of HealthTronics under applicable law; provided, however, that prior to making such Company Adverse Recommendation Change, HealthTronics must
(X) deliver written notice to Endo advising Endo that the HealthTronics board intends to make a Company Adverse Recommendation Change (a “ Company Notice of
Adverse Recommendation ”), including the terms and conditions of any Superior Proposal that is the basis of the proposed action by the HealthTronics board,
(Y) during the 5 day period following delivery of the Company Notice of Adverse Recommendation to Endo (the “ Notice Period ”), direct its outside counsel and
financial advisor to negotiate with Endo in good faith (to the extent Endo elects to negotiate) to make such adjustments to the terms and conditions of the Merger
Agreement so that such Superior Proposal ceases to constitute a Superior Proposal, and (Z) determine after expiration of the Notice Period, upon consideration of the
results of such negotiations and giving effect to the proposals made by Endo, if any, whether such Superior Proposal continues to constitute a Superior Proposal. If
during the Notice Period any amendments or modifications are made to the Superior Proposal and the HealthTronics board in its good faith judgment determines (after
consultation with its outside counsel and financial advisor) that such revisions are material (it being understood that any change in the purchase price or form of
consideration in such Superior Proposal will be deemed a material revision), HealthTronics will deliver a new Company Notice of Adverse Recommendation to Endo
and will comply with the foregoing requirements with respect to such new Company Notice of Adverse Recommendation.
HealthTronics will promptly advise Endo orally and in writing (and in any case within 24 hours) of any Company Takeover Proposal or any inquiry that would
reasonably be expected to lead to any Company Takeover Proposal, the material terms and conditions of any such Company Takeover Proposal or inquiry (including
any changes thereto) and the identity of the entity making any such Company Takeover Proposal or inquiry, and (ii) HealthTronics will (A) keep Endo fully and
promptly informed of the status and material details (including any change to any material term thereof) of any such Company Takeover Proposal or inquiry and
(B) provide to Endo promptly after receipt or delivery thereof copies of all correspondence and other written material sent or provided to HealthTronics or any
HealthTronics Entity from any entity that describes any of the terms or conditions of any Company Takeover Proposal or inquiry. In addition, during the period from
the date of the Merger Agreement through the Offer Closing, HealthTronics will not terminate, amend, modify or waive any provision of any confidentiality agreement
to which it or any HealthTronics Entity is a party. During such period, HealthTronics will enforce, to the fullest extent permitted under applicable law, the provisions of
any such agreement, including by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any
court of the United States of America or of any state having jurisdiction.
Shareholder Litigation. HealthTronics will give Endo the opportunity to participate (at Endo’s expense) in the defense or settlement of any shareholder litigation
against HealthTronics and its directors relating to the
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Offer, the Merger or the other transactions contemplated by the Merger Agreement; provided, however, that no such settlement will be agreed to without Endo’s prior
written consent, which consent will not be unreasonably withheld or delayed, except that Endo will not be obligated to consent to any settlement which does not include
full release of Endo and its affiliates or which imposes an injunction or other equitable relief upon Endo or any of its affiliates (including, after the Effective Time, the
Surviving Corporation).
Employee Matters. The Merger Agreement provides that, for a period of one year following the Offer Closing, Endo will, or it will cause the Surviving
Corporation to either provide the employees of HealthTronics and its subsidiaries who are employed immediately prior to the Effective Time (the “ Covered Employees
”) who remain employed during such period by Endo, the Surviving Corporation or any of their respective subsidiaries with (i) compensation and benefits (excluding
equity based compensation) which have a value substantially comparable, in the aggregate, to the compensation and benefits provided by HealthTronics and its
subsidiaries as of the date of the Merger Agreement or (ii) compensation and benefits that have a value substantially comparable, in the aggregate, to the Covered
Employees as compared to those provided to similarly situated employees of Endo and its subsidiaries. In addition, for a period of one year following the Offer Closing,
Endo or the Surviving Corporation will provide Covered Employees whose employment is terminated by Endo or the Surviving Corporation with severance benefits in
accordance with such employee’s individual employment agreement or, in the absence of any such agreement, in accordance with either (i) the severance policy of
HealthTronics in effect immediately prior to Closing, or (ii) the severance policy of Parent in effect from time to time. Endo has no obligation and HealthTronics will
not take any action that would have the effect of requiring Endo or the Surviving Corporation to continue any specific plans (except with respect to existing
employment agreements) or to continue the employment of any specific person.
For purposes of determining eligibility to participate in, and non-forfeitable rights under any employee benefit plan or arrangement of Endo or the Surviving
Corporation or any of their respective subsidiaries, but not for purposes of benefit accrual under any defined benefit pension plan of Endo or any of its subsidiaries,
Covered Employees will receive service credit for service with HealthTronics (and with any predecessor or acquired entities or any other entities for which
HealthTronics granted service credit) as if such service had been completed with Endo; provided, however, that such service need not be recognized to the extent that
such recognition would result in any duplication of benefits for the same period of service.
Director and Officer Indemnification and Insurance. For not less than six (6) years from and after the Effective Time, Endo agrees to, and to cause the Surviving
Corporation to, indemnify and hold harmless all past and present directors, officers and employees of HealthTronics to the same extent such persons are indemnified as
of the date of the Merger Agreement by HealthTronics pursuant to its Articles of Incorporation and Bylaws and indemnification agreements, if any, in existence on the
date of the Merger Agreement with any directors, officers or employees of HealthTronics for acts or omissions occurring at or prior to the Effective Time; provided,
however, that Endo agrees to, and to cause the Surviving Corporation to, indemnify and hold harmless such persons to the fullest extent permitted by law for acts or
omissions occurring in connection with the approval of the Merger Agreement and the consummation of the transactions contemplated thereby. Endo will cause the
Surviving Corporation to provide, for an aggregate period of not less than six (6) years from the Effective Time, HealthTronics’ current directors and officers an
insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “ D&O Insurance ”) that is no less favorable than
HealthTronics’ existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving
Corporation will not be required to pay an annual premium for the D&O Insurance in excess of 300% of the last annual premium paid prior to the date of the Merger
Agreement; provided that Endo or, in certain circumstances, HealthTronics, may substitute therefor a single premium tail coverage with respect to D&O Insurance at a
level at least as favorable as in the D&O Insurance for a premium not to exceed 300% of the last annual premium paid prior to the date of the Merger Agreement.
Payoff of HealthTronics Credit Agreement. At the Offer Closing, Endo shall make available to, and pay to, HealthTronics for payment to the lenders under
HealthTronics’ credit agreement an amount equal to the full
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outstanding amount of the loans thereunder, along with accrued interest thereon, and all fees and other obligations accrued under the HealthTronics credit agreement
(the “ Payoff Amount ”). Subject to Endo’s compliance with the previous sentence, HealthTronics will repay the Payoff Amount to the lenders under the HealthTronics
credit agreement and terminate such agreement concurrently with the Offer Closing.
Conditions to Consummation of the Merger

Pursuant to the Merger Agreement, the respective obligations of HealthTronics, Endo and Purchaser to effect the Merger are subject to the satisfaction or waiver
of the following conditions:
• The approval of HealthTronics’ shareholders will have been obtained, if required by the GBCC;
• No applicable law and no temporary restraining order, preliminary or permanent injunction or other judgment, order or decree entered, enacted,
promulgated, enforced or issued by any court or other governmental entity of competent jurisdiction in the United States or any material foreign
jurisdiction will be and remain in effect which has the effect of prohibiting the consummation of the Merger;
• There will not be pending or threatened any suit, action or proceeding by any governmental entity which challenges or seeks to enjoin the Merger;
• Purchaser will have previously accepted for payment all Shares validly tendered and not withdrawn pursuant to the Offer.
Termination
The Merger Agreement may be terminated and the Offer and the Merger may be abandoned at any time prior to the Effective Time:
(a) by mutual written consent of Endo and HealthTronics;
(b) by either Endo or HealthTronics:
(i) if the Offer Closing will not have occurred by December 31, 2010 (the “Outside Date”); provided, however, that the right to terminate the Merger
Agreement pursuant to this paragraph will not be available to any party whose failure to fulfill any covenant or agreement contained in the Merger
Agreement has been the principal cause of, or resulted in, the failure of the Offer Closing to have occurred on or by such date;
(ii) if any order having the effect of prohibiting the consummation of the Merger is in effect and has become final and nonappealable;
(c) prior to the Offer Closing, by Endo, if HealthTronics will have breached or failed to perform in any material respect any of its representations, warranties,
covenants or other agreements contained in the Merger Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set
forth in clauses (iv) or (v) of “ Conditions of the Offer ” and (ii) is incapable of being cured, or is not cured, by HealthTronics within 30 calendar days
following receipt of written notice of such breach or failure to perform from Endo;
(d) by HealthTronics, if (1) Purchaser fails to commence the Offer in violation of the Merger Agreement and such breach is not cured within 20 calendar days
following receipt of written notice of such breach from HealthTronics, (2) the Offer shall have expired or been terminated without Purchaser having
purchased any Shares pursuant thereto or (3) Purchaser, in violation of the terms of the Merger Agreement, fails to accept for payment and to purchase
validly tendered Shares pursuant to the Offer; provided, that the right to terminate the Merger Agreement pursuant to clause (2) will not be available if
HealthTronics’ failure to fulfill any covenant or agreement contained in the Merger Agreement has been the cause of, or resulted in, the Offer having
expired or terminated with Purchaser not having purchased any Shares pursuant thereto.
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(e) by Endo:
(i) at any time prior to the Offer Closing, upon a Company Adverse Recommendation Change; or
(ii) if the HealthTronics board fails to reaffirm publicly its recommendation to HealthTronics’ shareholders to tender their Shares in the Offer and to
vote in favor of the Merger within seven days of Endo’s written request for such reaffirmation;
(f) prior to the Offer Closing by Endo, if HealthTronics will have materially breached any of the no solicitation provisions;
(g) prior to the Offer Closing by HealthTronics, if (i) Endo or Purchaser will have breached or failed to perform in any material respect any of its
representations, warranties, covenants or other agreements contained in the Merger Agreement, which breach or failure to perform (A) would result in the
representations and warranties of Endo and Purchaser contained in the Merger Agreement and in any certificate or other writing delivered by Endo or
Purchaser pursuant thereto that are qualified by materiality not being true and correct in all respects both as of the date of the Merger Agreement and as of
the date of the Offer Closing (such date, the “ Offer Closing Date ”) as though made on and as of the Offer Closing Date (except to the extent such
representations and warranties expressly relate to an earlier date, in which case such representations and warranties will be true and correct in all respects
on and as of such earlier date) or (B) the representations and warranties of Endo and Purchaser in the Merger Agreement and in any certificate or other
writing delivered by Endo or Purchaser pursuant thereto that are not so qualified not being true and correct in all material respects both as of the date of
the Merger Agreement and as of the Offer Closing Date as though made on and as of the Offer Closing Date (except to the extent such representations and
warranties expressly relate to an earlier date, in which case such representations and warranties will be true and correct in all material respects on and as of
such earlier date); or (ii) Endo and Purchaser shall not have performed in all material respects all obligations required to be performed by them under the
Merger Agreement at or prior to the Closing Date, and in the case of either (i) or (ii) above, such breach or failure to perform is incapable of being cured,
or is not cured, by Endo within 30 calendar days following receipt of written notice of such breach or failure to perform from HealthTronics;
(h) by HealthTronics, at any time prior to Offer Closing, to accept and enter into a binding agreement with respect to a Superior Proposal; provided that for
the termination of the Merger Agreement pursuant to this provision to be effected, HealthTronics will have complied in all material respects with the no
solicitation provisions regarding Company Takeover Proposals and HealthTronics will have paid the Company Termination Fee described below; or
(i) by Endo, at any time prior to the Offer Closing, if on any then scheduled expiration date of the Offer, Endo is not required to extend the Offer pursuant to
the Merger Agreement and any of the Conditions of the Offer shall not have been satisfied.
Effect of Termination. Except as provided below, all fees and expenses incurred in connection with the Offer, the Merger, the Merger Agreement and the
transactions contemplated by the Merger Agreement will be paid by the party incurring such fees or expenses, whether or not the Offer or the Merger is consummated.
In the event that: (w) (A) prior to the Offer Closing, a Company Takeover Proposal will have been made to HealthTronics and such Company Takeover Proposal
becomes publicly known prior to the Offer Closing or will have been made directly to the shareholders of HealthTronics generally prior to the Offer Closing or any
entity will have publicly announced an intention (whether or not conditional) to make a Company Takeover Proposal, (B) the Merger Agreement is terminated by Endo
pursuant to HealthTronics’ breach or failure to perform in any material respect any of its representations, warranties, covenants or other agreements contained in the
Merger Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in clauses (iv) or (v) of “ Conditions of the Offer ” and
(ii) is incapable of being cured, or is not cured, by HealthTronics within 30 calendar days following receipt of written notice of such breach or failure to perform from
Endo, or
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HealthTronics materially breaches any of the no solicitation provisions and (c) within 12 months after such termination, HealthTronics enters into a definitive
agreement to consummate a Company Takeover Proposal or consummates a Company Takeover Proposal; or (x) (A) prior to the Offer Closing, a Company Takeover
Proposal will have been made to HealthTronics or will have been made directly to the shareholders of HealthTronics generally or will have otherwise become publicly
known or any entity will have publicly announced an intention (whether or not conditional) to make a Company Takeover Proposal, (B) the Merger Agreement is
terminated by Endo or HealthTronics pursuant to the Offer Closing not having occurred by December 31, 2010; and (C) within 12 months after such termination,
HealthTronics enters into a definitive agreement to consummate a Company Takeover Proposal or consummates a Company Takeover Proposal; or (y) the Merger
Agreement is terminated by Endo at any time prior to the Offer Closing, upon a Company Adverse Recommendation Change or if the HealthTronics board fails to
reaffirm publicly its recommendation to HealthTronics’ shareholders to tender their Shares in the Offer and to vote in favor of the Merger within seven days of Endo’s
written request for such reaffirmation; or (z) the Merger Agreement is terminated by HealthTronics, at any time prior to Offer Closing, to accept and enter into a
binding agreement with respect to a Superior Proposal, provided HealthTronics has complied in all material respects with the no solicitation provisions regarding
Company Takeover Proposals, then HealthTronics will pay Endo a fee equal to $8,000,000 (the “ Company Termination Fee ”) by wire transfer of same-day funds on
the date of termination of the Merger Agreement (except that in the case of termination pursuant to clause (w) above, HealthTronics will pay Endo 50% of the Company
Termination Fee upon such termination, with such payment being irrevocable and non-refundable, and 50% of the Company Termination Fee on the date of execution
of such definitive agreement or, if earlier, consummation of such transaction, and in the case of a termination pursuant to clause (x) above, HealthTronics will pay Endo
the Company Termination Fee upon the date of execution of such definitive agreement or, if earlier, consummation of such transaction). For purposes of the fees
payable pursuant to this paragraph, “ Company Takeover Proposal ” has the meaning described above, except that references to “15%” therein shall be deemed to be
references to a “majority.”
If HealthTronics fails promptly to pay the amount due pursuant to this section, and, to obtain such payment, Endo commences a suit which results in a final, non-
appealable judgment against HealthTronics for the amount due pursuant to this section, HealthTronics will pay to Endo its out-of-pocket costs and expenses (including
attorneys’ fees and expenses) in connection with such suit, together with interest on such amount at the prime rate of Citibank, N.A. in effect on the date such payment
was required to be made.
Amendment
Subject to provisions of the Merger Agreement requiring, after the Offer Closing, a majority vote by the non-Endo designated directors of HealthTronics in order
to authorize any amendment of the Merger Agreement by HealthTronics, the Merger Agreement may be amended by the parties thereto, by action taken or authorized
by their respective boards of directors, at any time before or after approval of the matters presented in connection with the Merger by the shareholders HealthTronics;
provided, however, that after any approval of the transactions contemplated by the Merger Agreement by the shareholders of HealthTronics, there may not be, without
further approval of the shareholders of HealthTronics, any amendment of the Merger Agreement that changes the amount or the form of the consideration to be
delivered under the Merger Agreement to the holders of Shares, or which by applicable law otherwise expressly requires the further approval of such shareholders. No
amendment will be made to the Merger Agreement after the Effective Time. The Merger Agreement may not be amended except by an instrument in writing signed on
behalf of each of the parties.
Waiver
Subject to provisions requiring, after the Offer Closing, a majority vote by the non-Endo designated directors of HealthTronics in order to authorize any waiver
of compliance with any of the agreements or conditions contained in the Merger Agreement for the benefit of HealthTronics, at any time prior to the Effective Time,
any party to the Merger Agreement may (i) extend the time for the performance of any of the covenants,
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obligations or other acts of any other party thereto or (ii) waive any inaccuracy of any representations or warranties or compliance with any of the agreements,
covenants or conditions of any other party or with any conditions to its own obligations. Any agreement on the part of a party to the Merger Agreement to any such
extension or waiver will be valid only if set forth in an instrument in writing signed on behalf of such party by its duly authorized officer. The failure of any party to the
Merger Agreement to assert any of its rights under the Merger Agreement or otherwise will not constitute a waiver of such rights. The waiver of any such right with
respect to particular facts and other circumstances will not be deemed a waiver with respect to any other facts and circumstances and each such right will be deemed an
ongoing right that may be asserted at any time and from time to time.
Shareholder Tender Agreements

On May 5, 2010, certain officers of HealthTronics entered into a Shareholder Tender Agreement with Purchaser and Endo, pursuant to which, among other
things, each such shareholder agreed to irrevocably tender (and deliver any certificates evidencing) Shares, or cause its Shares to be irrevocably tendered, into the Offer
promptly following, and in any event no later than the fifth business day following such shareholders’ receipt of this Offer to Purchase and the Letter of Transmittal.
Such shareholders are: James S.B. Whittenburg, Richard A. Rusk, Clint B. Davis, Scott A. Herz and Laura A. Miller. An aggregate of 2,285,774 Shares (which includes
Shares underlying options and restricted stock awards), or approximately 3.99% of the outstanding Shares, are subject to the Shareholder Tender Agreements. The
foregoing summary is qualified in its entirety by reference to the complete text of the Form of Shareholder Tender Agreement, which is filed as Exhibit 99.1 to the
Current Report on Form 8-K filed by Endo with the Commission on May 7, 2010 and is incorporated herein by reference.
Confidentiality Agreement
On March 2, 2010, HealthTronics and Endo entered into a mutual non-disclosure agreement that provided each of them with certain protections in connection
with the disclosure of confidential information for purposes of evaluating possible transactions (the “ Confidentiality Agreement ”). As a condition to being furnished
Confidential Information (as defined in the Confidentiality Agreement) of the other party, each of Endo and HealthTronics agreed, among other things, to keep such
Confidential Information (as defined in the Confidentiality Agreement) confidential and to use it only in connection with evaluating a business relationship between
HealthTronics and Endo. The foregoing summary is qualified in its entirety by reference to the complete text of the Confidentiality Agreement, which is filed as Exhibit
(d)(3) to the Schedule TO and is incorporated herein by reference.
Exclusivity Agreement
Endo and HealthTronics entered into an Exclusivity Agreement, dated April 17, 2010 (the “Exclusivity Agreement”), which set forth the terms on which Endo
and HealthTronics would agree to continue to engage in discussions regarding the potential acquisition of HealthTronics. HealthTronics agreed that, among other
things, until May 10, 2010, it would not, and would not permit any of its affiliates, directors, officers, employees, representatives (including financial advisors, attorneys
and accountants) and agents to (i) initiate, solicit, encourage, engage or participate in, or continue to engage or participate in, proposals, discussions or negotiations
with, or provide any information, or otherwise cooperate with respect to any Alternate Transaction; (ii) execute or enter into any contract or any other arrangement
(including any term sheet, letter of intent or similar document, whether or not binding) with respect to any Alternate Transaction; or (iii) approve, endorse or
recommend any Alternate Transaction or any contract relating to any Alternate Transaction. For purposes of the Exclusivity Agreement, an “Alternate Transaction” was
defined to be (i) any stock purchase, merger, consolidation, business combination, share exchange or other similar transaction involving a change of control in
HealthTronics or its subsidiaries; (ii) any sale, license or disposition of the assets of HealthTronics or its subsidiaries outside the ordinary course of business; (iii) any
license, joint venture or similar commercial arrangement or transaction affecting or frustrating the purpose of the acquisition of HealthTronics by Endo or
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which is outside the ordinary course of business; (iv) any other transaction in respect of HealthTronics which results, directly or indirectly, in a change of control of
HealthTronics or its subsidiaries; or (v) any material change, modification or amendment to the structure, ownership, business relationships or terms governing any
entities to which HealthTronics or its subsidiaries acts as general partner, manager, or otherwise supervises or coordinates the management or administration of day-to-
day operations for the provision of any lithotripsy services, prostate treatment services, other urological services, radiation therapy services and pathology services.
In addition, HealthTronics agreed to immediately notify Endo of any unsolicited inquiries from third parties with respect to an Alternate Transaction.
The foregoing summary is qualified in its entirety by reference to the Exclusivity Agreement, a copy of which is filed as Exhibit (d)(4) to the Schedule TO and is
incorporated herein by reference.
Effects of Inability to Consummate the Merger

If, following the consummation of the Offer, the Merger is not consummated for any reason (see “Conditions to Consummation of the Merger ” above), Endo,
which owns 100% of the common stock of Purchaser, will indirectly control the number of Shares acquired by Purchaser pursuant to the Offer, as well as any other
Shares held by Endo or its subsidiaries. Under the Merger Agreement, promptly following payment by Purchaser for Shares purchased pursuant to the Offer, and from
time to time thereafter, subject to Section 14(f) of the Exchange Act and applicable NASDAQ rules and regulations regarding director independence, HealthTronics has
agreed to take all actions necessary to cause a pro rata portion (based on the percentage of outstanding Shares acquired by Purchaser) of the directors of HealthTronics
to consist of persons designated by Purchaser (see “ —The Merger Agreement—Directors ”). As a result of its ownership of such Shares and right to designate nominees
for election to the HealthTronics board of directors (assuming no waiver of the Minimum Tender Condition, which would require consent by HealthTronics), Endo
indirectly will be able to control decisions of the HealthTronics board of directors and the decisions of Purchaser as a shareholder of HealthTronics. This concentration
of control in one shareholder may adversely affect the market value of the Shares.
If Endo controls more than 50% of the outstanding Shares following the consummation of the Offer but the Merger is not consummated, shareholders of
HealthTronics, other than those affiliated with Endo, will lack sufficient voting power to elect directors or to cause other actions to be taken that require majority
approval.
12. Source and Amount of Funds

The Offer is not conditioned upon Endo’s or Purchaser’s ability to finance the purchase of Shares pursuant to the Offer. Endo and Purchaser estimate that the
total amount of funds required to consummate the Merger (including payments for options, stock awards and other payments referred to in the Merger Agreement)
pursuant to the Merger Agreement and to purchase all of the Shares pursuant to the Offer and the Merger Agreement will be approximately $222,854,757.75, which is
comprised of $221,309,428.50 in initial cash consideration in respect of the Shares and up to approximately $1,545,329.25 in respect of the outstanding and unexercised
options and outstanding stock awards to acquire Shares. Endo has sufficient funds in cash to consummate the purchase of Shares in the Offer and the Merger Agreement
and the other transactions described above, and will cause or arrange for Purchaser to have, sufficient funds in cash available to consummate such transactions.
We do not believe our financial condition is relevant to your decision whether to tender your Shares and accept the Offer because (a) the Offer is being made for
all outstanding Shares solely for cash, (b) the Offer is not subject to any financing condition, (c) if we consummate the Offer, we will acquire all remaining Shares for
the same price in the Merger, and (d) Endo and/or one or more of its affiliates has, and will arrange for us to have, sufficient funds to purchase all Shares validly
tendered in the Offer, and not properly withdrawn, prior to the Expiration Date, to acquire the remaining outstanding Shares in the Merger on the payment date
applicable thereto.
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13. Conditions of the Offer
Notwithstanding any other provisions of the Offer, Purchaser will not be required to, and Endo will not be required to cause Purchaser to, accept for payment or,
subject to any applicable rules and regulations of the Commission, including Rule 14e-1(c) under the Exchange Act, pay for any tendered Shares unless:
i) there having been validly tendered and not validly withdrawn prior to the expiration date for the Offer (as it may have been extended or re-extended
pursuant to the Agreement, the “ Expiration Date ”) that number of Shares which, when added to the Shares already owned by Endo and its subsidiaries,
represents at least a majority of the total number of outstanding Shares on a “fully diluted basis” (which assumes conversion or exercise of all derivative
securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof) on the Expiration Date (the “
Minimum Tender Condition ”);
ii) any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act and any other applicable foreign antitrust,
competition or similar law having expired or been terminated;
iii) there being no applicable law and no permanent injunction or other judgment, order or decree entered, promulgated, enforced or issued by any court or
other governmental entity of competent jurisdiction in the United States or any material foreign jurisdiction remaining in effect which has the effect of
making illegal or otherwise prohibiting the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement, or
imposes any material limitations on Endo’s ownership of HealthTronics and the HealthTronics Entities (taken as a whole), or operation of all or a material
portion of Endo’s, on the one hand, or HealthTronics’ and the HealthTronics Entities’ (taken as a whole), on the other hand, businesses or assets, or
compelling Endo or HealthTronics or any of their respective subsidiaries or any HealthTronics Entity to dispose of or hold separate any material portion of
the business or assets of Endo or HealthTronics;
iv) (A) certain representations and warranties of HealthTronics relating to the capitalization of HealthTronics shall be true and correct in all respects both as
of the date of the Merger Agreement and as of the Offer Closing Date as though made on and as of the Offer Closing Date (except to the extent such
representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all respects
on and as of such earlier date), and (B) the representations and warranties of HealthTronics contained in the Merger Agreement and in the certificate
delivered by HealthTronics pursuant to subparagraph (vi) below (other than those referred to in clause (A)) (disregarding for purposes of this subparagraph
(iv), any materiality or Company Material Adverse Effect qualifications contained in such representations and warranties) shall be true and correct in all
respects both as of the date of the Merger Agreement and as of the Offer Closing Date as though made on and as of the Offer Closing Date (except to the
extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in
all respects on and as of such earlier date), except where the failure of any such representations or warranties to be so true and correct would not,
individually or in the aggregate, have, or reasonably be expected to have, a Company Material Adverse Effect;
v) HealthTronics shall have performed in all material respects all obligations required to be performed by it under the Merger Agreement at or prior to the
Offer Closing Date;
vi) HealthTronics shall have delivered to Endo a certificate, signed by the chief executive officer and chief financial officer of HealthTronics, to the effect that
each of the conditions specified in subparagraphs (iv) and (v) above is satisfied;
vii) there not existing any temporary restraining order, preliminary injunction, pending or threatened in writing (or in some other manner that can be
independently verified by HealthTronics), nor any litigation by any governmental entity pending or threatened in writing (or in some other manner that can
be independently verified by HealthTronics), challenging or seeking to enjoin the closing of the
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Offer or the other transactions contemplated by the Merger Agreement, or seeking to prohibit or impose any material limitations on Endo’s ownership of
HealthTronics and the HealthTronics Entities (taken as a whole), or operation of all or a material portion of Endo’s, on the one hand, or HealthTronics’
and the HealthTronics Entities’ (taken as a whole), on the other hand, businesses or assets, or compelling Endo or HealthTronics or any of their respective
subsidiaries or any HealthTronics Entity to dispose of or hold separate any material portion of the business or assets of Endo or HealthTronics;
viii) since the date of the Merger Agreement there shall not have been any occurrence, event, change, effect or development that, individually or in the
aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; and
ix) HealthTronics and Endo shall not have reached an agreement that the Offer or the Merger Agreement be terminated, and the Merger Agreement shall not
have been terminated in accordance with its terms.
The foregoing conditions will be in addition to, and not a limitation of, the rights of Endo and Purchaser to extend, terminate and/or modify the Offer pursuant to
the terms of the Merger Agreement.
The foregoing conditions are for the benefit of Endo and Purchaser, may be asserted by Endo or Purchaser regardless of the circumstances giving rise to the
failure of any such conditions to be satisfied and may be waived by Endo or Purchaser in whole or in part at any time and from time to time in their sole discretion
(except for the Minimum Tender Condition), in each case, subject to the terms of the Merger Agreement and the applicable rules and regulations of the Commission.
The failure by Endo or Purchaser at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right and each such right will be deemed
an ongoing right which may be asserted at any time and from time to time.
14. Dividends and Distributions

The Merger Agreement provides that, subject to certain exceptions, neither HealthTronics nor any HealthTronics Entity will, between the date of the Merger
Agreement and the Effective Time, directly or indirectly, or propose to, declare, set aside, make or pay any dividend or other distribution, payable in cash, stock,
property or otherwise, with respect to any of its capital stock, except for dividends by any direct or indirect wholly-owned subsidiary to HealthTronics or any other of
its direct or indirect wholly-owned subsidiaries. See Section 11—“ Purpose of the Offer and Plans for HealthTronics; Summary of the Merger Agreement and Certain
Other Agreements—The Merger Agreement—Covenants .”
15. Certain Legal Matters

Certain Litigation
On May 11, 2010, Irving M. Pinkus C/F Gabriel P. Pinkus UTMA/IN, a purported holder of Shares, filed a lawsuit allegedly on behalf of a putative class of
holders of the Shares in the District Court of Travis County in the State of Texas, Case No. D-1-GN-10-001493 (the “ Pinkus Action ”). The Pinkus Action names as
defendants the Company, the members of the Company’s Board of Directors, Purchaser and Parent. The Pinkus Action alleges that the Company and its directors
breached their fiduciary duties to the Company’s stockholders by agreeing to the Offer and the Merger at an unfair price, receiving benefits not shared by all of the
shareholders and entering into an agreement with Parent that deters other suitors from bidding on the Company at a higher price. The Pinkus Action also alleges that
Purchaser and Parent aided and abetted the purported breaches of fiduciary duties. The Pinkus Action seeks, among other relief, (i) class action status, (ii) an order
preliminarily and permanently enjoining the defendants from proceeding with the Offer, (iii) if the transaction is consummated prior to entry of a final judgment, a
judgment rescinding the Merger or awarding rescissory damages, (iv) an order directing the defendants to account for all damages caused by them as a result of their
breaches of fiduciary duties, and (v) an award to plaintiffs of the costs of the action, including reasonable attorneys’ and experts’ fees and expenses. The Company and
its directors intend to vigorously defend the Pinkus Action.
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A copy of the petition in the Pinkus Action is attached hereto as Exhibit (a)(5)(D) and is hereby incorporated herein by reference. The foregoing description of
the Pinkus Action is qualified in its entirety by reference to Exhibit (a)(5)(D) hereto.
In addition, on May 13, 2010, Nittin Namjoshi, a purported holder of Shares, filed a lawsuit allegedly on behalf of a putative class of holders of the Shares in the
District Court of Travis County in the State of Texas, Case No. D-1-GN-10-001527 (the “ Namjoshi Action ”). The Namjoshi Action names as defendants the Company,
the members of the Company’s Board of Directors and Parent. The Namjoshi Action alleges that the Company and its directors breached their fiduciary duties to the
Company’s shareholders by agreeing to the Offer and the Merger via an unfair process at an unfair and inadequate price, erecting barriers designed to deter interested
bidders other than Endo and failing to provide the Company’s stockholders with material information to make an informed decision as to whether to tender their Shares
in the offer. The Namjoshi Action also alleges that Purchaser and Parent aided and abetted the purported breaches of fiduciary duties. The Namjoshi Action seeks,
among other relief, (i) class action status, (ii) an order declaring that the Merger Agreement was entered into in breach of defendant’s fiduciary duties; (iii) an order
enjoining the defendants from consummating the Merger, (iv) an order directing the defendants to obtain a transition that is in the best interest of the Company’s
shareholders through an auction process, (v) an order rescinding, to the extent already implemented, the Merger Agreement, (vi) an order enjoining the defendants from
consummating the Merger unless curative disclosures are made to HealthTronics shareholders, and (vii) an award to plaintiffs of the costs of the action, including
reasonable attorneys’ and experts’ fees and expenses. The Company and its directors intend to vigorously defend the Namjoshi Action.
A copy of the petition in the Namjoshi Action is attached hereto as Exhibit (a)(5)(E) and is hereby incorporated herein by reference. The foregoing description of
the Namjoshi Action is qualified in its entirety by reference to Exhibit (a)(5)(E) hereto.
In addition, on May 14, 2010, Anthony Cancelliere, a purported holder of Shares, filed a lawsuit allegedly on behalf of a putative class of holders of the Shares
in the District Court of Travis County in the State of Texas, Case No. D-1-GN-10-001555 (the “ Cancelliere Action ”). The Cancelliere Action names as defendants the
Company, the members of the Company Board, Purchaser and Parent. The Cancelliere Action alleges that the Company and its directors breached their fiduciary duties
to the Company’s shareholders by agreeing to the Offer and the Merger at an unfair price, receiving benefits not shared by all of the shareholders and entering into an
agreement with Parent with terms that are calculated to unreasonably dissuade potential suitors from making competing offers. The Cancelliere Action also alleges that
Purchaser and Parent aided and abetted the purported breaches of fiduciary duties. The Cancelliere Action seeks, among other relief, (i) class action status, (ii) an order
preliminarily and permanently enjoining the defendants from proceeding with the Offer, (iii) if the transaction is consummated, a judgment rescinding the Merger or
awarding rescissory damages, (iv) an order directing the defendants to account for all damages caused by them as a result of their breaches of fiduciary duties, and (v)
an award to plaintiffs of the costs of the action, including reasonable attorneys’ and experts’ fees. The Company and its directors intend to vigorously defend the
Cancelliere Action.
A copy of the petition in the Cancelliere Action is attached hereto as Exhibit (a)(5)(F). The foregoing description of the Cancelliere Action is qualified in its
entirety by reference to Exhibit (a)(5)(F) hereto.
General. Except as otherwise set forth in this Offer to Purchase, based on Endo’s and Purchaser’s review of publicly available filings by HealthTronics with the
Commission and other information regarding HealthTronics, Endo and Purchaser are not aware of any licenses or other regulatory permits that appear to be material to
the business of HealthTronics and that might be adversely affected by the acquisition of Shares by Purchaser or Endo pursuant to the Offer or of any approval or other
action by any governmental, administrative or regulatory agency or authority which would be required for the acquisition or ownership of Shares by Purchaser or Endo
pursuant to the Offer. In addition, except as set forth below, Endo and Purchaser are not aware of any filings, approvals or other actions by or with any Governmental
Authority or administrative or regulatory agency that would be
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required for Endo’s and Purchaser’s acquisition or ownership of the Shares. Should any such approval or other action be required, Endo and Purchaser currently expect
that such approval or action, except as described below under “ State Takeover laws ,” would be sought or taken. There can be no assurance that any such approval or
action, if needed, would be obtained or, if obtained, that it will be obtained without substantial conditions; and there can be no assurance that, in the event that such
approvals were not obtained or such other actions were not taken, adverse consequences might not result to HealthTronics’ or Endo’s business or that certain parts of
HealthTronics’ or Endo’s business might not have to be disposed of or held separate. In such an event, we may not be required to purchase any Shares in the Offer. See
Section 13—“ Conditions of the Offer .”
Antitrust. Under the HSR Act, and the rules and regulations promulgated thereunder by the U.S. Federal Trade Commission (the “ FTC ”), certain acquisition
transactions may not be consummated until certain information and documentary material has been furnished for review by the FTC and the Antitrust Division of the
U.S. Department of Justice (the “ Antitrust Division ”) and certain waiting period requirements have been satisfied. These requirements apply to Endo by virtue of
Purchaser’s acquisition of Shares in the Offer (and the Merger).
Under the HSR Act, the purchase of Shares in the Offer may not be completed until the expiration of a 15-calendar-day waiting period following the filing of
certain required information and documentary material concerning the Offer (and the Merger) with the FTC and the Antitrust Division, unless the waiting period is
earlier terminated by the FTC and the Antitrust Division. Endo will be filing its Premerger Notification and Report Form under the HSR Act with the FTC and Antitrust
Division in connection with the purchase of Shares in the Offer and the Merger as soon as reasonably practicable and the required waiting period will expire at 11:59
pm, New York Time on the 15 calendar day after the filing by Endo, unless earlier terminated by the FTC and the Antitrust Division or Endo receives a request for
th
additional information or documentary material (“ Second Request ”) from either the FTC or the Antitrust Division prior to that time. If a Second Request issues, the
waiting period with respect to the Offer (and the Merger) would be extended for an additional period of ten calendar days following the date of Endo’s substantial
compliance with that request. If either the 15-day or ten-day waiting period expires on a Saturday, Sunday or federal holiday, then the period is extended until 11:59
p.m. of the next day that is not a Saturday, Sunday or federal holiday. Only one extension of the waiting period pursuant to a Second Request is authorized by the HSR
Act rules. After that time, the waiting period could be extended only by court order or with Endo’s consent. The FTC or the Antitrust Division may terminate the
additional ten-day waiting period before its expiration. In practice, complying with a Second Request can take a significant period of time. Although HealthTronics is
also required to file certain information and documentary material with the FTC and the Antitrust Division in connection with the Offer, neither HealthTronics’ failure
to make its filing nor comply with its own Second Request in a timely manner will extend the waiting period with respect to the purchase of Shares in the Offer (and the
Merger).
The FTC and the Antitrust Division frequently scrutinize the legality under the U.S. antitrust laws of transactions, such as Endo’s acquisition of Shares in the
Offer and the Merger. At any time before or after Purchaser’s purchase of Shares in the Offer and the Merger, the FTC or the Antitrust Division could take any action
under the antitrust laws that it either considers necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares in the Offer and the
Merger, the divestiture of Shares purchased in the Offer and Merger or the divestiture of substantial assets of Endo, HealthTronics or any of their respective subsidiaries
or affiliates. Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws under certain circumstances. See Section 13—“
Conditions of the Offer .”
Endo and HealthTronics also conduct business outside of the United States. However, based on a review of the information currently available relating to the
countries and businesses in which Endo and HealthTronics are engaged, Endo and Purchaser believe that no mandatory antitrust premerger notification filing is required
outside the United States.
Based upon an examination of publicly available and other information relating to the businesses in which HealthTronics is engaged, however, Endo and
Purchaser believe that the acquisition of Shares in the Offer and
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the Merger should not violate applicable antitrust laws. Nevertheless, Endo and Purchaser cannot be certain that a challenge to the Offer and the Merger on antitrust
grounds will not be made, or, if such challenge is made, what the result will be. See Section 13—“ Conditions of the Offer .”
Shareholder Approval. HealthTronics has represented in the Merger Agreement that execution, delivery and performance of the Merger Agreement by
HealthTronics and the consummation by HealthTronics of the Offer and the Merger have been duly and validly authorized by all necessary corporate action on the part
of HealthTronics, and no other corporate proceedings on the part of HealthTronics are necessary to authorize the Merger Agreement or to consummate the Offer and the
Merger (other than, with respect to the Merger, the adoption of the Merger Agreement by the holders of a majority of the then-outstanding Shares, if and to the extent
required by applicable law, and the filing and recordation of the Certificate of Merger and other documents as required by the GBCC). As described below, such
approval is not required if the Merger is consummated pursuant to the short-form merger provisions of the GBCC. According to HealthTronics’ articles of
incorporation, the Shares are the only securities of HealthTronics that entitle the holders thereof to voting rights. If following the purchase of Shares by Purchaser
pursuant to the Offer, Purchaser and its affiliates own more than a majority of the outstanding Shares, Purchaser will be able to effect the Merger without the affirmative
vote of any other shareholder of HealthTronics. Endo and Purchaser have agreed pursuant to the Merger Agreement that they will cause all Shares then owned by them
and their subsidiaries to be voted in favor of the adoption of the Merger Agreement and approval of the Merger.
Short-Form Merger. The GBCC provides that if a parent company owns at least 90% of the outstanding shares of each class of stock of a subsidiary, the parent
company can effect a short-form merger with that subsidiary without the action of the other shareholders of the subsidiary. Accordingly, if as a result of the Offer, the
Top-Up Option or otherwise, Purchaser directly or indirectly owns at least 90% of the outstanding Shares, Endo could, and (subject to the satisfaction or waiver of the
conditions to its obligations to effect the Merger contained in the Merger Agreement) is obligated under the Merger Agreement, to effect the Merger without prior
notice to, or any action by, any other shareholder of HealthTronics if permitted to do so under the GBCC. Even if Endo and Purchaser do not own 90% of the
outstanding Shares following consummation of the Offer and exercise of the Top-Up Option (if applicable), Endo and Purchaser could seek to purchase additional
Shares in the open market, from HealthTronics or otherwise, in order to reach the 90% threshold and effect a short-form merger. The consideration per Share paid for
any Shares so acquired, other than Shares acquired pursuant to the Top-Up Option, may be greater or less than that paid in the Offer.
State Takeover laws. A number of states (including Georgia, where HealthTronics is incorporated) have adopted takeover laws and regulations which purport, to
varying degrees, to be applicable to attempts to acquire securities of corporations which are incorporated in such states or which have substantial assets, shareholders,
principal executive offices or principal places of business therein.
As a Georgia corporation, HealthTronics has not opted into either Sections 14-2-1131 through 14-2-1133 (the “Business Combination Provisions ”) or Sections
14-2-1110 through 14-2-1113 (the “ Fair Price Provisions ”) of the GBCC. In general, the Business Combination Provisions prevent an “ interested shareholder ”
(which includes a person who is the beneficial owner of 10% or more of the voting power of the outstanding voting shares of a corporation) from engaging in a “
business combination ” (defined to include a variety of transactions, including mergers) with a Georgia corporation for a period of five years following the time such
person became an interested shareholder. However, this prohibition does not apply, among other exceptions, if before the time that such person became an interested
shareholder, the business combination or the transaction that resulted in such person becoming an interested shareholder is approved by the board of directors of the
corporation. In addition, the Fair Price Provisions provide that a business combination with an interested shareholder must meet specified fair price criteria and certain
other tests unless the business combination is either unanimously approved by the directors of the corporation that are not affiliated or otherwise associated with the
interested shareholder, provided that there are at least three such directors, or recommended by at least two-thirds of such directors and approved by a majority vote of
shares not beneficially owned by the interested shareholder.
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Pursuant to Georgia law, HealthTronics has not elected in its Bylaws to be subject to the Business Combination Provisions or the Fair Price Provisions and, as such,
they are inapplicable to the Merger. The foregoing description of Sections 14-2-1131 through 14-2-1133 and Sections 14-2-1110 through 14-2-1113 of the GBCC does
not purport to be complete and is qualified in its entirety by reference to the provisions of Sections 14-2-1131 through 14-2-1133 and Sections 14-2-1110 through 14-2-
1113 of the GBCC.
HealthTronics has represented to us in the Merger Agreement that its board of directors (at a meeting or meetings duly called and held) has approved, for
purposes of the GBCC and any other “fair price,” “moratorium,” “control share acquisition,” “interested shareholder” or other similar statute or regulation that might be
deemed applicable, the Offer, Merger, the Merger Agreement and the other agreements and transactions referred to therein and the transactions contemplated thereby,
and irrevocably resolved to elect, to the extent permitted by law, for HealthTronics not to be subject to any anti-takeover laws. Purchaser has not attempted to comply
with any other state takeover statutes in connection with the Offer or the Merger. Purchaser reserves the right to challenge the validity or applicability of any state law
allegedly applicable to the Offer, the Merger, the Merger Agreement or the transactions contemplated thereby, and nothing in this Offer to Purchase or any action taken
in connection herewith is intended as a waiver of that right. In the event that it is asserted that one or more takeover statutes apply to the Offer or the Merger, and it is
not determined by an appropriate court that such statute or statutes do not apply or are invalid as applied to the Offer, the Merger or the Merger Agreement, as
applicable, Purchaser may be required to file certain documents with, or receive approvals from, the relevant state authorities, and Purchaser might be unable to accept
for payment or purchase Shares tendered pursuant to the Offer or be delayed in continuing or consummating the Offer. In such case, Purchaser may not be obligated to
accept for purchase, or pay for, any Shares tendered. See Section 13—“ Conditions of the Offer .”
Dissenters’ Rights. No dissenters’ rights are available to the holders of Shares in connection with the Offer. However, if the Merger is consummated, each
holder of Shares at the Effective Time who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable
statutory procedures under Article 13 of the GBCC (including, if a shareholder vote is required for the Merger, delivery of written notice to HealthTronics prior to such
vote), will be entitled to receive a judicial determination of the fair value of the holder’s Shares as of immediately prior to the Merger (excluding any appreciation or
depreciation in anticipation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the
Georgia court may determine for Shares held by such holder.
Any such judicial determination of the fair value of the Shares could be based upon considerations other than or in addition to the price paid in the Offer and the
market value of the Shares. Shareholders should recognize that the value so determined could be higher or lower than the price per Share paid pursuant to the Offer or
the per share price to be paid in the Merger. Moreover, HealthTronics may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the
Shares is less than the price paid in the Offer and the Merger.
The foregoing summary of the rights of dissenting shareholders under the GBCC does not purport to be a statement of the procedures to be followed
by shareholders desiring to exercise any dissenters’ rights under Georgia law. The preservation and exercise of dissenters’ rights require strict and timely
adherence to the applicable provisions of Georgia law, which will be set forth in their entirety in the proxy statement or information statement for the Merger,
unless the Merger is effected as a short-form merger, in which case they will be set forth in the notice of merger. The foregoing discussion is not a complete
statement of law pertaining to dissenters’ rights under Georgia law and is qualified in its entirety by reference to Georgia law, including without limitation,
Article 13 of the GBCC, which is attached as Exhibit (a)(5)(C) to the Schedule TO.
“Going Private” Transactions. Rule 13e-3 under the Exchange Act is applicable to certain “going private” transactions and may under certain circumstances be
applicable to the Merger. However, Rule 13e-3 will be inapplicable if (a) the Shares are deregistered under the Exchange Act prior to the Merger or another business
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combination or (b) the Merger or other business combination is consummated within one year after the purchase of the Shares pursuant to the Offer and the amount paid
per Share in the Merger or other business combination is at least equal to the amount paid per Share in the Offer. Neither Endo nor Purchaser believes that Rule 13e-3
will be applicable to the Merger.
16. Fees and Expenses

We have retained Citigroup Global Markets (“Citi”) to act as our financial advisor in connection with our proposal to acquire HealthTronics. We have also
retained the Depositary and the Information Agent in connection with the Offer. Each of Citi, the Depositary and the Information Agent will receive customary
compensation, reimbursement for reasonable out-of-pocket expenses, and indemnification against certain liabilities in connection with the Offer, including liabilities
under the federal securities laws.
As part of the services included in such retention, the Information Agent may contact holders of Shares by personal interview, mail, electronic mail, telephone,
telex, telegraph and other methods of electronic communication and may request brokers, dealers, commercial banks, trust companies and other nominees to forward
the Offer materials to beneficial holders of Shares.
Except as set forth above, we will not pay any fees or commissions to any broker or dealer or other person for soliciting tenders of Shares pursuant to the Offer.
Brokers, dealers, commercial banks and trust companies will upon request be reimbursed by us for customary mailing and handling expenses incurred by them in
forwarding the offering material to their customers.
17. Miscellaneous
We are not aware of any jurisdiction where the making of the Offer is prohibited by any administrative or judicial action pursuant to any valid state statute. If we
become aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Shares, we will make a good faith effort to comply with that state
statute or seek to have such statute declared inapplicable to the Offer. If, after a good faith effort, we cannot comply with the state statute, we will not make the Offer to,
nor will we accept tenders from or on behalf of, the holders of Shares in that state.
Purchaser and Endo have filed with the Commission the Schedule TO (including exhibits) in accordance with the Exchange Act, furnishing certain additional
information with respect to the Offer, and may file amendments thereto. The Schedule TO and any amendments thereto, including exhibits, may be examined and
copies may be obtained from the Commission in the manner set forth in Section 9 under “ Additional Information .”
The Offer does not constitute a solicitation of proxies for any meeting of HealthTronics’ shareholders. Any solicitation which Purchaser or any of its affiliates
might seek would be made only pursuant to separate proxy materials complying with the requirements of Section 14(a) of the Exchange Act.
No person has been authorized to give any information or make any representation on behalf of Endo or Purchaser not contained in this Offer to Purchase or in
the Letter of Transmittal and, if given or made, such information or representation must not be relied upon as having been authorized. Neither delivery of this Offer to
Purchase nor any purchase pursuant to the Offer will, under any circumstances, create any implication that there has been no change in the affairs of Endo, Purchaser,
HealthTronics or any of their respective subsidiaries since the date as of which information is furnished or the date of this Offer to Purchase.
May 19, 2010
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SCHEDULE A
INFORMATION CONCERNING MEMBERS OF THE BOARDS OF DIRECTORS AND
THE EXECUTIVE OFFICERS OF ENDO AND PURCHASER
ENDO
The following table sets forth information about Endo’s directors and executive officers as of May 19, 2010, each of whom is a citizen of the United States of
America.
Name Age Position

John J. Delucca (1)(2) 67 Director
David P. Holveck 64 President, Chief Executive Officer, and a Director
Nancy J. Hutson, Ph.D. (2)(4)(6) 60 Director
Michael Hyatt (3)(4) 64 Director
Roger H. Kimmel (1)(3)(4) 63 Chairman of the Board of Directors
Clive A. Meanwell, M.D., Ph.D. (3)(5) 53 Director
William P. Montague (1)(7) 63 Director
Joseph C. Scodari (2)(4) 57 Director
William F. Spengler (1)(2) 55 Director
Ivan Gergel, M.D. 50 Executive Vice President, Research & Development
Alan G. Levin 48 Executive Vice President, Chief Financial Officer
Caroline B. Manogue 41 Executive Vice President, Chief Legal Officer and Secretary
Julie H. McHugh 45 Chief Operating Officer
Edward J. Sweeney 40 Vice President, Controller and Principal Accounting Officer
(1) Member of Audit Committee

(2) Member of Compensation Committee
(3) Member of Nominating and Governance Committee
(4) Member of Transactions Committee
(5) Mr. Meanwell does not intend to stand for re-election upon expiration of his term at the 2010 Annual Meeting of Stockholders of Endo, to be held on May 26,
2010, but will continue to serve as a director of Endo until the expiration of his current term.
(6) Effective on May 26, 2010, assuming re-election to the Endo Board of Directors, Dr. Hutson will join the Nominating & Governance Committee.
(7) Effective May 26, 2010, assuming re-election to the Endo Board of Directors, Mr. Montague will join the Transactions Committee.
John J. Delucca has served as an Endo Director since January 2006. Mr. Delucca was Executive Vice President and Chief Financial Officer of the REL
Consultancy Group until his retirement in 2004. Prior to that, he served as Chief Financial Officer and Executive Vice President, Finance & Administration, of Coty,
Inc., from 1999 to 2002. Mr. Delucca is currently a Non-Executive Director and chairs the Audit Committees of ITC Deltacom, Enzo Biochem, Inc. and The Elliot
Company. He also serves as a Non-Executive Director and Deputy Chairman of the Audit Committee of British Energy PLC. Mr. Delucca is chairman of Endo Audit
Committee and is a member of Endo’s Compensation Committee.
David P. Holveck was appointed President, Chief Executive Officer, and a Director of Endo in April 2008. Prior to joining Endo, Mr. Holveck was President of
Johnson & Johnson Development Corporation and Vice President, Corporate Development of Johnson & Johnson since 2004. Mr. Holveck joined Johnson & Johnson
as a company Group Chairman in 1999, following the acquisition of Centocor, Inc., by Johnson & Johnson. Mr. Holveck was Chief Executive Officer of Centocor, Inc.,
at the time of the acquisition. Mr. Holveck joined Centocor in 1983 and progressed through various executive positions. In 1992, he assumed the role of President and
Chief Operating Officer and later that year was named President and Chief Executive Officer. Prior to joining Centocor, he held positions at General Electric Company,
Corning Glass Works, and Abbott
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Laboratories. Mr. Holveck is a member of the Board of Trustees for the Fund for West Chester University and the Board of Directors of the Eastern Technology
Council as well as the Board of Directors of Light Sciences Oncology, Inc.
Nancy J. Hutson, Ph.D. was appointed a Director of Endo on March 30, 2009. She retired from Pfizer, Inc. in 2006 after spending 25 years in various research
and leadership positions, most recently serving as Senior Vice President, Pfizer Global Research and Development and Director of Pfizer’s pharmaceutical R&D site,
known as Groton/New London Laboratories. Dr. Hutson’s career at Pfizer was marked by progressively demanding jobs, first in the research laboratories, then in
strategic staff roles and as global leader of Exploratory Development. In her final role at Pfizer, Dr. Hutson led the Groton/New London Laboratory, which was the
largest R&D site of any pharmaceutical company. She led 4,500 colleagues (primarily scientists) and managed a budget in excess of $1 billion. She currently is a
director of Cubist Pharmaceuticals, Inc. and Inspire Pharmaceuticals, Inc. and serves on the board of Planned Parenthood of Connecticut. Dr. Hutson owns and operates
Standing Stones Farm in Ledyard, CT which is dedicated to supporting the equestrian sport of dressage. Ms. Hutson is a member of Endo’s Compensation Committee
and Transactions Committee.
Michael Hyatt has served as a Director since July 2000. Mr. Hyatt had been a Director of Algos Pharmaceutical Corporation since November 1996. Mr. Hyatt is
currently a senior advisor to Irving Place Capital, a leading institutional private equity firm focused on making equity investments in middle-market companies. Until
2008, Mr. Hyatt was a Senior Managing Director of Bear Stearns & Co., Inc. Mr. Hyatt is chairman of Endo’s Transactions Committee and is a member of Endo’s
Nominating and Governance Committee.
Roger H. Kimmel is Chairman of the Board of Endo. Mr. Kimmel became Chairman of the Board upon the retirement of founder Carol A. Ammon on May 30,
2007. Mr. Kimmel had been a Director of Algos Pharmaceutical Corporation since July 1996 and became a Director of Endo following its merger with Algos in July
2000. Mr. Kimmel has been Vice Chairman of Rothschild Inc., an investment banking firm, since January 2001. Previously, Mr. Kimmel was a partner of the law firm
Latham & Watkins for more than five years. Mr. Kimmel is also a director of Schiff Nutrition International, Inc. and PG&E Corporation. Mr. Kimmel is chairman of
Endo’s Nominating & Governance Committee and is a member of Endo’s Audit Committee and Transactions Committee.
Clive A. Meanwell, M.D., Ph.D. has served as a Director since January 2003. Dr. Meanwell has been the Chairman, President and Chief Executive Officer of
The Medicines Company since July 2004. From September 2001 through July 2004, Dr. Meanwell was the Executive Chairman of The Medicines Company.
Previously, he served as Chairman, Chief Executive Officer and President since the inception of The Medicines Company in 1996. From 1995 to 1996, Dr. Meanwell
was a partner and Managing Director of MPM Capital L.P., a venture capital firm. Prior to that, he held various positions of increasing scope and responsibility at
Hoffmann-La Roche, Inc. from 1986 to 1995, most recently Senior Vice President. Dr. Meanwell is a member of Endo’s Nominating and Governance Committee.
William P. Montague was elected a Director of Endo on February 25, 2009. Mr. Montague was Chief Executive Officer and Director of Mark IV Industries, Inc.,
until his retirement in July 2008. Mark IV Industries is a diversified global manufacturer of highly-engineered systems and components for the transportation, industrial
and automotive markets. He joined Mark IV Industries in April 1972 as Treasurer and Controller, became Chief Financial Officer in 1986 and was named president in
1996. Mr. Montague is also a Director of Gibraltar Industries, Inc., a NASDAQ-listed company that is a leading manufacturer, processor and distributor of products for
the building, industrial, and vehicular markets. Mr. Montague is a member of Endo’s Audit Committee.
Joseph C. Scodari was elected a Director of Endo on June 26, 2008. Mr. Scodari was Worldwide Chairman, Pharmaceuticals Group, of Johnson & Johnson, a
diversified healthcare company, and a Member of Johnson &
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Johnson’s Executive Committee from March 1, 2005 until March 1, 2008. He joined Johnson & Johnson in 1999 as President of Centocor, Inc., a biotechnology
company, when Johnson & Johnson acquired Centocor. At the time of that acquisition, he had been the President and Chief Operating Officer of Centocor and a
member of Centocor’s Board of Directors since December 1997. In 2001, he was named Johnson & Johnson’s Company Group Chairman for the North American
pharmaceutical business, and became a member of the Johnson & Johnson Pharmaceuticals Group Operating Committee. In 2003, Mr. Scodari was named Johnson &
Johnson Company Group Chairman, Global Biopharmaceuticals. Mr. Scodari was recently appointed a Director of Covance Inc. Mr. Scodari is chairman of Endo’s
Compensation Committee and a member of Endo’s Transactions Committee.
William F. Spengler has been a member of the Endo Board of Directors since 2008 and is a member of Endo’s Audit Committee and Compensation Committee.
In July 2008, Mr. Spengler was appointed Executive Vice President and Chief Financial Officer of Smith & Wesson Holding Corporation, a global leader in safety,
security, protection and sport. Until March 2008, he was Executive Vice President and Chief Financial Officer at MGI Pharmaceuticals Inc., an oncology- and acute
care- focused biopharmaceutical company, where he had worked since 2005. Prior to joining MGI Pharma, Mr. Spengler was Executive Vice President and Chief
Financial Officer at Guilford Pharmaceuticals Inc., a bioscience company, from July 2004 to October 2005. From 2002 to 2004, Mr. Spengler served as President, Chief
Operating Officer and Director of Osteoimplant Technology, Inc., an orthopedic products company, and from 2000 to 2002, he was Principal of North Charles
Investment Group. Through his senior executive roles and financial experience at various organizations, Mr. Spengler contributes expertise in financial analysis,
financial statements, evaluation of business strategies, and brings to the Board valuable leadership and risk management skills.
Ivan Gergel, M.D., was appointed Executive Vice President, Research & Development of Endo in April 2008. Prior to joining Endo, Dr. Gergel was Senior Vice
President of Scientific Affairs and President of the Forest Research Institute of Forest Laboratories Inc., managing more than 900 physicians, scientists and staff at the
Research Institute. Prior to that, Dr. Gergel served as Vice President and Chief Medical Officer at Forest and Executive Vice President of the Forest Research Institute.
He joined Forest in 1998 as Executive Director of Clinical Research following nine years at SmithKline Beecham, and was named Vice President of Clinical
Development and Clinical Affairs in 1999. Dr. Gergel received his M.D. from the Royal Free Medical School of the University of London and an MBA from the
Wharton School.
Alan G. Levin was appointed Executive Vice President and Chief Financial Officer, on May 5, 2009. Prior to joining Endo, Mr. Levin worked with Texas
Pacific Group, a leading private equity firm, and one of its start-up investments in emerging markets. Before that, he was Senior Vice President & Chief Financial
Officer of Pfizer, Inc. where he worked for 20 years in a variety of executive positions of increasing responsibility, including Treasurer and Senior Vice President of
Finance & Strategic Management for the company’s research and development organization. He received a bachelor’s degree from Princeton University and a master’s
degree from New York University’s Stern School of Business. Mr. Levin is a certified public accountant and an Editorial Advisor for the Journal of Accountancy.
Caroline B. Manogue has served as Executive Vice President, Chief Legal Officer and Secretary of Endo since 2004. Prior to joining Endo in 2000 as Endo’s
Senior Vice President, General Counsel and Secretary, she practiced law in the New York office of the law firm Skadden, Arps, Slate, Meagher & Flom LLP, where she
specialized in mergers & acquisitions, securities and corporate law. At Endo, she is responsible for all aspects of the company’s legal function, including securities law,
litigation, government affairs, intellectual property and commercial law, as well as overseeing compliance with current laws and existing pharmaceutical company
guidelines relating to, among other things, clinical, sales and marketing practices. In her capacity as Secretary, she is responsible for corporate governance matters and
reports directly to the Board of Directors. She has more than 14 years’ experience. Ms. Manogue received her J.D. from Fordham Law School and her B.A. cum laude
from Middlebury College. She is a member of the PhRMA Law Section Executive Committee and the Board of Trustees of the Healthcare Institute of New Jersey.
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Edward J. Sweeney, in his capacity as Endo’s Vice President, Controller, serves as Endo’s Principal Accounting Officer. Mr. Sweeney has been Vice President,
Controller since June 2007 after having joined Endo in March 2004 as Director, Financial Reporting. Prior to joining Endo, Mr. Sweeney was a Senior Manager at
Ernst & Young LLP, where he worked from September 1991 through March 2004. Mr. Sweeney is a licensed certified public accountant in the Commonwealth of
Pennsylvania and holds a BS degree magna cum laude in Accounting from St. Joseph’s University.
Julie H. McHugh was appointed Chief Operating Officer of Endo in March 2010. Prior to joining Endo, Ms. McHugh was the CEO of Nora Therapeutics, Inc., a
venture capital backed biotech start-up focused on developing novel therapies for the treatment of infertility disorders. Prior to joining Nora Therapeutics, she was
Company Group Chairman for Johnson & Johnson’s Worldwide Virology Business Unit where she led a growing area of the corporation’s pharmaceutical business,
including the global launches of PREZISTA and INTELENCE and oversight of a dynamic R&D portfolio including compounds for HIV, Hepatitis C, and
® ®
Tuberculosis. Prior to her role as Company Group Chairman, Ms. McHugh was President of Centocor, Inc. a J&J subsidiary, and was responsible for the product
development and commercialization of REMICADE , a breakthrough therapeutic for Crohn’s disease, rheumatoid arthritis and several other autoimmune disorders.
®
Ms. McHugh received a Bachelor of Science degree from Pennsylvania State University and her masters of business administration degree from St. Joseph’s
University. She currently serves on the Board of Visitors for the Smeal College of Business of the Pennsylvania State University, the Board of Directors for the
Nathaniel Adamczyk Foundation, and was 2009 Chairman of the Board of Directors for the Pennsylvania Biotechnology Association.
The common business address and telephone number for all the directors and executive officers is as follows:
c/o Endo Pharmaceuticals Holdings Inc., 100 Endo Boulevard Chadds Ford, Pennsylvania 19317, telephone number: (610) 558-9800.
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PURCHASER
The following table sets forth information about Purchaser’s directors and executive officers as of May 19, 2010, each of whom is a citizen of the United States
of America.
Name Age Position

David P. Holveck 64 President and Chief Executive Officer and a Director
Caroline B. Manogue 41 Executive Vice President, Chief Legal Officer and Secretary
Karen Adler 52 Vice President of Finance, Treasurer and a Director
David P. Holveck was appointed President, Chief Executive Officer, and a Director of Endo in April 2008. Prior to joining Endo, Mr. Holveck was President of
Johnson & Johnson Development Corporation and Vice President, Corporate Development of Johnson & Johnson since 2004. Mr. Holveck joined Johnson & Johnson
as a company Group Chairman in 1999, following the acquisition of Centocor, Inc., by Johnson & Johnson. Mr. Holveck was Chief Executive Officer of Centocor, Inc.,
at the time of the acquisition. Mr. Holveck joined Centocor in 1983 and progressed through various executive positions. In 1992, he assumed the role of President and
Chief Operating Officer and later that year was named President and Chief Executive Officer. Prior to joining Centocor, he held positions at General Electric Company,
Corning Glass Works, and Abbott Laboratories. Mr. Holveck is a member of the Board of Trustees for the Fund for West Chester University and the Board of Directors
of the Eastern Technology Council as well as the Board of Directors of Light Sciences Oncology, Inc.
Caroline B. Manogue has served as Executive Vice President, Chief Legal Officer and Secretary of Endo since 2004. Prior to joining Endo in 2000 as Endo’s
Senior Vice President, General Counsel and Secretary, she practiced law in the New York office of the law firm Skadden, Arps, Slate, Meagher & Flom LLP, where she
specialized in mergers & acquisitions, securities and corporate law. At Endo, she is responsible for all aspects of the company’s legal function, including securities law,
litigation, government affairs, intellectual property and commercial law, as well as overseeing compliance with current laws and existing pharmaceutical company
guidelines relating to, among other things, clinical, sales and marketing practices. In her capacity as Secretary, she is responsible for corporate governance matters and
reports directly to the Board of Directors. She has more than 14 years’ experience. Ms. Manogue received her J.D. from Fordham Law School and her B.A. cum laude
from Middlebury College. She is a member of the PhRMA Law Section Executive Committee and the Board of Trustees of the Healthcare Institute of New Jersey.
Karen C. Adler has served as Vice President, Finance & Treasurer of Endo since August 2008. Prior to joining Endo as its Vice President, Financial Operations
in December 2007, Ms. Adler worked in various finance positions at Amgen Inc. from 2004 to 2007, most recently as Amgen’s Executive Director, Treasury. Ms. Adler
is a licensed certified public accountant in the Commonwealth of Pennsylvania. She holds an M.B.A. from the Wharton School of the University of Pennsylvania and
her B.S summa cum laude in Commerce from Rider University.
The common business address and telephone number for all the directors and executive officers is as follows:
c/o Endo Pharmaceuticals Holdings Inc., 100 Endo Boulevard Chadds Ford, Pennsylvania 19317, telephone number: (610) 558-9800.
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The Letter of Transmittal, certificates for Shares and any other required documents should be sent by each shareholder of HealthTronics or such shareholder’s
broker, dealer, commercial bank, trust company or other nominee to the Depositary as follows:
The Depositary for the Offer is:
If delivering by mail: If delivering by hand or courier:
American Stock Transfer & Trust Company American Stock Transfer & Trust Company
Operations Center Operations Center
Attn: Reorganization Department Attn: Reorganization Department
6201 15 Avenue
th
6201 15 Avenue
th
Brooklyn, New York 11219
For assistance call (877) 248-6417 or (718) 921-8317
Any questions or requests for assistance may be directed to the Information Agent at its telephone number and location listed below. Requests for additional
copies of this Offer to Purchase and the Letter of Transmittal may be directed to the Information Agent at its telephone number and location listed below. You may also
contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
105 Madison Avenue

(212) 929-5500 (Call Collect)
or
CALL TOLL-FREE (800) 322-2885
E-mail: tenderoffer@mackenziepartners.com
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Exhibit (a)(1)(B)
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
Letter of Transmittal
To Tender Shares of Common Stock
of
HealthTronics, Inc.
at
$4.85 Net Per Share in Cash Pursuant to the Offer to Purchase dated May 19, 2010
by
OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”).
Mail or deliver this Letter of Transmittal, together with the certificate(s) representing your shares, to:
If delivering by mail: If delivering by hand or courier:
American Stock Transfer & Trust Company

Operations Center American Stock Transfer & Trust Company
Attn: Reorganization Department Operations Center
6201 15 Avenue
th Attn: Reorganization Department
Brooklyn, NY 11219 6201 15 Avenueth
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND, IF YOU ARE A U.S. HOLDER,
COMPLETE THE IRS FORM W-9 ENCLOSED WITH THIS LETTER OF TRANSMITTAL. IF YOU ARE A NON-U.S. HOLDER, YOU MUST OBTAIN
AND COMPLETE AN IRS FORM W-8BEN OR OTHER IRS FORM W-8, AS APPLICABLE.
DESCRIPTION OF SHARE(S) ENCLOSED*
Name(s) and Address(es) of Certificate Holder(s) Shares Tendered**

(Please fill in, if blank, exactly as name(s) (Attach additional list if necessary)
appear(s) on certificate(s) for HealthTronics Share(s))
Total Number
of Shares
Represented
Certificate by Share
Number(s) Certificate(s)
Total Shares:
* Need not be completed by book-entry shareholders.

** Unless otherwise indicated, it will be assumed that all shares of common stock, without par value, of HealthTronics, Inc. represented by certificates
described above are being tendered hereby. See Instruction 4.
PLEASE READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
THIS LETTER OF TRANSMITTAL.
IF YOU WOULD LIKE ADDITIONAL COPIES OF THIS LETTER OF TRANSMITTAL OR ANY OF THE OTHER OFFERING DOCUMENTS,
YOU SHOULD CONTACT THE INFORMATION AGENT, MACKENZIE PARTNERS, INC. AT (800) 322-2885.
You have received this Letter of Transmittal in connection with the offer of HT Acquisition Corp. (“Purchaser”), a Georgia corporation and a direct wholly-
owned subsidiary of Endo Pharmaceuticals Holdings Inc. (“Endo”), a Delaware corporation, to purchase all outstanding shares of common stock, without par value
(“Shares”), of HealthTronics, Inc., a Georgia corporation (“HealthTronics”), at a price of $4.85 per Share, net to the seller in cash (less any required withholding taxes
and without interest) as described in the Offer to Purchase, dated May 19, 2010 (as it may be amended or supplemented from time to time, the “Offer to Purchase” and,
together with this Letter of Transmittal, the “Offer”).
You should use this Letter of Transmittal to deliver to American Stock Transfer & Trust Company (the “Depositary”) Shares represented by stock certificates for
tender. If you are delivering your Shares by book-entry transfer to an account maintained by the Depositary at The Depository Trust Company (“DTC”), you may use
this Letter of Transmittal or you may use an Agent’s Message (as defined in Instruction 2 below). In this Letter of Transmittal, shareholders who deliver certificates
representing their Shares are referred to as “Certificate Shareholders,” and shareholders who deliver their Shares through book-entry transfer are referred to as “Book-
Entry Shareholders.”
If certificates for your Shares are not immediately available or you cannot deliver your certificates and all other required documents to the Depositary prior to the
Expiration Date or you cannot complete the book-entry transfer procedures prior to the Expiration Date, you may nevertheless tender your Shares according to the
guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2 below. Delivery of documents to DTC will not constitute delivery to
the Depositary.
 CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED HEREWITH.
 CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE
DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING (ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN DTC
MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution:
DTC Participant Number:
Transaction Code Number:
 CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY
SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING (PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF
GUARANTEED DELIVERY):
Name(s) of Registered Owner(s):
Window Ticket Number (if any) or DTC Participant Number:
Date of Execution of Notice of Guaranteed Delivery:
Name of Institution which Guaranteed Delivery:
NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
2
Ladies and Gentlemen:
The undersigned hereby tenders to HT Acquisition Corp. (“Purchaser”), a Georgia corporation and a direct wholly-owned subsidiary of Endo Pharmaceuticals
Holdings Inc. (“Endo”), a Delaware corporation, the above-described shares of common stock, without par value (“Shares”), of HealthTronics, Inc., a Georgia
corporation (“HealthTronics”), pursuant to the Offer to Purchase, dated May 19, 2010 (as it may be amended or supplemented from time to time, the “Offer to
Purchase”), at a price of $4.85 per Share, net to the seller in cash (less any required withholding taxes and without interest) on the terms and subject to the conditions set
forth in the Offer to Purchase, receipt of which is hereby acknowledged, and this Letter of Transmittal (as it may be amended or supplemented from time to time, this
“Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”).
On the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or
amendment), subject to, and effective upon, acceptance for payment and payment for the Shares validly tendered herewith and not properly withdrawn, prior to the
Expiration Date in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Purchaser, all right, title and
interest in and to all of the Shares being tendered hereby and any and all cash dividends, distributions, rights, other Shares or other securities issued or issuable in
respect of such Shares on or after May 19, 2010 (collectively, “Distributions”). In addition, the undersigned hereby irrevocably appoints American Stock Transfer &
Trust Company (the “Depositary”) the true and lawful agent and attorney-in-fact and proxy of the undersigned with respect to such Shares and any Distributions with
full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to the fullest extent of such shareholder’s rights
with respect to such Shares and any Distributions (a) to deliver certificates representing Shares (the “Share Certificates”) and any Distributions, or transfer of ownership
of such Shares and any Distributions on the account books maintained by DTC, together, in either such case, with all accompanying evidence of transfer and
authenticity, to or upon the order of Purchaser, (b) to present such Shares and any Distributions for transfer on the books of HealthTronics, and (c) to receive all benefits
and otherwise exercise all rights of beneficial ownership of such Shares and any Distributions, all in accordance with the terms and subject to the conditions of the
Offer.
The undersigned hereby irrevocably appoints each of the designees of Purchaser the attorneys-in-fact and proxies of the undersigned, each with full power of
substitution, to the full extent of such shareholder’s rights with respect to the Shares tendered hereby which have been accepted for payment and with respect to any
Distributions. The designees of Purchaser will, with respect to the Shares and any associated Distributions for which the appointment is effective, be empowered to
exercise all voting and any other rights of such shareholder, as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of
HealthTronics’ shareholders, by written consent in lieu of any such meeting or otherwise. This proxy and power of attorney shall be irrevocable and coupled with an
interest in the tendered Shares. Such appointment is effective when, and only to the extent that, Purchaser accepts the Shares tendered with this Letter of Transmittal for
payment pursuant to the Offer. Upon the effectiveness of such appointment, without further action, all prior powers of attorney, proxies and consents given by the
undersigned with respect to such Shares and any associated Distributions will be revoked and no subsequent powers of attorney, proxies, consents or revocations may
be given (and, if given, will not be deemed effective). Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon
Purchaser’s acceptance for payment of such Shares, Purchaser must be able to exercise full voting, consent and other rights, to the extent permitted under applicable
law, with respect to such Shares and any associated Distributions, including voting at any meeting of shareholders or executing a written consent concerning any matter.
The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares and any
Distributions tendered hereby and, when the same are accepted for payment by Purchaser, Purchaser will acquire good, marketable and unencumbered title thereto, free
and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claim. The
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undersigned hereby represents and warrants that the undersigned is the registered owner of the Shares, or the Share Certificate(s) have been endorsed to the undersigned
in blank, or the undersigned is a participant in DTC whose name appears on a security position listing as the owner of the Shares. The undersigned will, upon request,
execute and deliver any additional documents deemed by the Depositary or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the
Shares and any Distributions tendered hereby. In addition, the undersigned shall promptly remit and transfer to the Depositary for the account of Purchaser any and all
Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer and, pending such remittance or appropriate assurance
thereof, Purchaser shall be entitled to all rights and privileges as owner of any such Distributions and may withhold the entire purchase price or deduct from the
purchase price the amount or value thereof, as determined by Purchaser in its sole discretion.
It is understood that the undersigned will not receive payment for the Shares unless and until the Shares are accepted for payment and until the Share
Certificate(s) owned by the undersigned are received by the Depositary at one of the addresses set forth above, together with such additional documents as the
Depositary may require, or, in the case of Shares held in book-entry form, ownership of Shares is validly transferred on the account books maintained by DTC, and until
the same are processed for payment by the Depositary. It is understood that the method of delivery of the Shares, the Share Certificate(s) and all other required
documents (including delivery through DTC) is at the option and risk of the undersigned and that the risk of loss of such Shares, Share Certificate(s) and other
documents shall pass only after the Depositary has actually received the Shares or Share Certificate(s) (including, in the case of a book-entry transfer, by Book-Entry
Confirmation (as defined below)).
All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the
undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal representatives,
successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.
The undersigned understands that the acceptance for payment by Purchaser of Shares tendered pursuant to one of the procedures described in Section 3 of the
Offer to Purchase will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer.
Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for the the purchase price in the name(s) of, and/or return any
Share Certificates representing Shares not tendered or accepted for payment to, the registered owner(s) appearing under “Description of Shares Tendered.” Similarly,
unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price and/or return any Share Certificates representing Shares
not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered owner(s) appearing under “Description of
Shares Tendered.” In the event that both the Special Delivery Instructions and the Special Payment Instructions are completed, please issue the check for the cash
portion of the purchase price and/or issue any Share Certificates representing Shares not tendered or accepted for payment (and any accompanying documents, as
appropriate) in the name of, and deliver such check and/or return such Share Certificates (and any accompanying documents, as appropriate) to, the person or persons so
indicated. Unless otherwise indicated herein in the box titled “Special Payment Instructions,” please credit any Shares tendered hereby or by an Agent’s Message and
delivered by book-entry transfer, but which are not purchased, by crediting the account at DTC designated above. The undersigned recognizes that Purchaser has no
obligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered owner thereof if Purchaser does not accept for payment
any of the Shares so tendered.
4
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 4, 5, 6 and 7)
To be completed ONLY if Share Certificate(s) not tendered or not accepted for payment and/or the check for the purchase price are to be issued in the name of
someone other than the undersigned or if Shares tendered by book-entry transfer which are not accepted for payment are to be returned by credit to an account
maintained at DTC other than that designated above.
Issue:  Check and/or  Share Certificates to:
Name:
(Please Print)
Address:
(Include Zip Code)
(Tax Identification or Social Security Number)
 Credit Shares tendered by book-entry transfer that are not accepted for payment to the DTC account set forth below.
(DTC Account Number)
SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 1, 4, 5, 6 and 7)
To be completed ONLY if Share Certificate(s) not tendered or not accepted for payment and/or the check for the purchase price of Shares accepted for payment,
are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown in the box titled “Description of Shares Tendered” above.
Deliver:  Check(s) and/or  Share Certificates to:
Name:
(Please Print)
Address:
(Include Zip Code)
IMPORTANT—SIGN HERE
(U.S. Holders Please Also Complete the Enclosed IRS Form W-9)
(Non-U.S. Holders Please Obtain and Complete IRS Form W-8BEN or Other Applicable IRS Form W-8)
(Signature(s) of Shareholder(s))
Dated: , 2010
5
(Must be signed by registered owner(s) exactly as name(s) appear(s) on Share Certificate(s) or on a security position listing or by person(s) authorized to
become registered owner(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5. For information concerning
signature guarantees, see Instruction 1.)
Name(s):
(Please Print)
Capacity (full title):
Address:
(Include Zip Code)
Area Code and Telephone Number:
Tax Identification or
Social Security No.:
GUARANTEE OF SIGNATURE(S)
(For use by Eligible Institutions only;
see Instructions 1 and 5)
Name of Firm:
(Include Zip Code)
Authorized Signature:
Name:
(Please Type or Print)
Dated: , 2010
Place medallion guarantee in space below:
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution
(including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of a recognized Medallion Program
approved by the Securities Transfer Association, Inc., including any of the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Program and the Stock Exchanges Medallion Program (each, an “Eligible Institution”). Signatures on this Letter of Transmittal need not be guaranteed (a) if
this Letter of Transmittal is signed by the registered owner(s) (which term, for purposes of this document, includes any participant in DTC whose name appears on a
security position listing as the owner of the Shares) of Shares tendered herewith and such registered owner has not completed the box titled “Special Payment
Instructions” or the box titled “Special Delivery Instructions” on this Letter of Transmittal or (b) if such Shares are tendered for the account of an Eligible Institution.
See Instruction 5.
2. Delivery of Letter of Transmittal and Certificates or Book-Entry Confirmations. This Letter of Transmittal is to be completed by shareholders either if
Share Certificates are to be forwarded herewith or, unless an Agent’s Message is utilized, if tenders are to be made pursuant to the procedures for tender by book-entry
transfer set forth in Section 3 of the Offer to Purchase. Share Certificates representing all physically tendered Shares, or confirmation of any book-entry transfer into the
Depositary’s account at DTC of Shares tendered by book-entry transfer (“Book Entry Confirmation”), as well as this Letter of Transmittal properly completed and duly
executed with any required signature guarantees, unless an Agent’s Message in the case of a book-entry transfer is utilized, and any other documents required by this
Letter of Transmittal, must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date (as defined in Section 1 of the Offer to
Purchase). Please do not send your Share Certificates directly to Purchaser, Endo, or HealthTronics.
Shareholders whose Share Certificates are not immediately available or who cannot deliver all other required documents to the Depositary prior to the Expiration
Date or who cannot complete the procedures for book-entry transfer prior to the Expiration Date may nevertheless tender their Shares by properly completing and duly
executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure:
(a) such tender must be made by or through an Eligible Institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form
provided by Purchaser must be received by the Depositary prior to the Expiration Date, and (c) Share Certificates representing all tendered Shares, in proper form for
transfer (or a Book Entry Confirmation with respect to such Shares), as well as this Letter of Transmittal, properly completed and duly executed with any required
signature guarantees (unless, in the case of a book-entry transfer, an Agent’s Message is utilized), and all other documents required by this Letter of Transmittal, must
be received by the Depositary within three NASDAQ Global Select Market trading days after the date of execution of such Notice of Guaranteed Delivery.
A properly completed and duly executed Letter of Transmittal must accompany each such delivery of Share Certificates to the Depositary.
The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Depositary and forming part of a Book-Entry Confirmation, which
states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares which are the subject of such Book-Entry Confirmation that
such participant has received and agrees to be bound by the terms of this Letter of Transmittal and that Purchaser may enforce such agreement against the participant.
THE METHOD OF DELIVERY OF THE SHARES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS,
INCLUDING DELIVERY THROUGH DTC, IS AT THE
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ELECTION AND RISK OF THE TENDERING SHAREHOLDER. DELIVERY OF ALL SUCH DOCUMENTS WILL BE DEEMED MADE AND RISK OF
LOSS OF THE SHARE CERTIFICATES SHALL PASS ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE
OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION ). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL
SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. All tendering shareholders, by execution of this
Letter of Transmittal, waive any right to receive any notice of the acceptance of their Shares for payment.
All questions as to validity, form and eligibility of the surrender of any Share Certificate hereunder will be determined by Purchaser (which may delegate power
in whole or in part to the Depositary) and such determination shall be final and binding. Purchaser reserves the right to waive any irregularities or defects in the
surrender of any Shares or Share Certificate(s). A surrender will not be deemed to have been made until all irregularities have been cured or waived. Purchaser and the
Depositary shall make reasonable efforts to notify any person of any defect in any Letter of Transmittal submitted to the Depositary.
3. Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate schedule
attached hereto and separately signed on each page thereof in the same manner as this Letter of Transmittal is signed.
4. Partial Tenders (Applicable to Certificate Shareholders Only). If fewer than all the Shares evidenced by any Share Certificate delivered to the Depositary
are to be tendered, fill in the number of Shares which are to be tendered in the column titled “Number of Shares Tendered” in the box titled “Description of
Shares Tendered.” In such cases, new certificate(s) for the remainder of the Shares that were evidenced by the old certificate(s) but not tendered will be sent to the
registered owner, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the Expiration Date. All Shares represented
by Share Certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered owner(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificate(s) without alteration or any other change whatsoever.
If any Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Shares are registered in the names of different holder(s), it will be necessary to complete, sign and submit as many separate Letters of Transmittal
as there are different registrations of such Shares.
If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to Purchaser of
their authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered owner(s) of the Shares listed and transmitted hereby, no endorsements of Share Certificates or separate
stock powers are required unless payment is to be made to, or Share Certificates representing Shares not tendered or accepted for payment are to be issued in the name
of, a person other than the registered owner(s), in which case the Share Certificates representing the Shares tendered
8
by this Letter of Transmittal must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered owner(s) or
holder(s) appear(s) on the Share Certificates. Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Share(s) listed, the Share Certificate(s) must be endorsed or
accompanied by the appropriate stock powers, in either case, signed exactly as the name or names of the registered owner(s) or holder(s) appear(s) on the Share
Certificate(s). Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.
6. Transfer Taxes. Purchaser will pay any transfer taxes with respect to the transfer and sale of Shares to it or to its order pursuant to the Offer (for the
avoidance of doubt, transfer taxes do not include United States federal income or backup withholding taxes). If, however, payment of the purchase price is to be made
to, or (in the circumstances permitted hereby) if Share Certificates not tendered or accepted for payment are to be registered in the name of, any person other than the
registered owner(s), or if tendered Share Certificates are registered in the name of any person other than the person signing this Letter of Transmittal, the amount of any
transfer taxes (whether imposed on the registered owner(s) or such person) payable on account of the transfer to such person will be deducted from the purchase price
unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.
Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Share Certificates listed in this Letter of
Transmittal.
7. Special Payment and Delivery Instructions. If a check for the purchase price and/or Share Certificates representing Shares not tendered or accepted for
payment are to be issued or returned to a person other than the signer(s) of this Letter of Transmittal and/or such certificates are to be mailed to a person other than the
signer(s) of this Letter of Transmittal or to an address other than that shown in the box titled “Description of Shares Tendered” above, the appropriate boxes on this
Letter of Transmittal should be completed. Shareholders delivering Shares tendered hereby or by Agent’s Message by book-entry transfer may request that Shares not
purchased be credited to an account maintained at DTC as such shareholder may designate in the box titled “Special Payment Instructions” herein. If no such
instructions are given, all such Shares not purchased will be returned by crediting the same account at DTC as the account from which such Shares were delivered.
8. Requests for Assistance or Additional Copies. Questions or requests for assistance may be directed to the Information Agent at its address and telephone
number set forth below or to your broker, dealer, commercial bank or trust company. Additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of
Guaranteed Delivery and other tender offer materials may be obtained from the Information Agent as set forth below, and will be furnished at Purchaser’s expense.
9. Backup Withholding. Under U.S. federal income tax laws, the Depositary will be required to withhold a portion of the amount of any payments made to
certain shareholders pursuant to the Offer. In order to avoid such backup withholding, each tendering shareholder that is a United States citizen, resident or entity, and,
if applicable, each other United States payee, must provide the Depositary with such shareholder’s or payee’s correct taxpayer identification number (“TIN”) and certify
that such shareholder or payee is not subject to such backup withholding by completing the attached Form W-9. Certain shareholders or payees (including, among
others, corporations, non-resident foreign individuals and foreign entities) are not subject to these backup withholding and reporting requirements. A tendering
shareholder who is a foreign individual or a foreign entity should complete, sign, and submit to the Depositary the appropriate Form W-8. A Form W-8BEN may be
obtained from the Depositary or downloaded from the Internal Revenue Service’s website at the following address: http://www.irs.gov. Failure to complete the
Form W-9 will not, by itself, cause Shares to be deemed invalidly tendered, but may require the Depositary to withhold a portion of the amount of any payments made
pursuant to the Offer.
9
NOTE: FAILURE TO COMPLETE AND RETURN THE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF
ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE “IMPORTANT TAX INFORMATION”
SECTION BELOW.
10. Lost, Destroyed, Mutilated or Stolen Share Certificates. If any Share Certificate has been lost, destroyed, mutilated or stolen, the shareholder should
promptly notify HealthTronics’ stock transfer agent, American Stock Transfer & Trust Company at (800) 937-5449. The shareholder will then be instructed as to the
steps that must be taken in order to replace the Share Certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for
replacing lost, mutilated, destroyed or stolen Share Certificates have been followed.
11. Waiver of Conditions. Subject to the terms and conditions of the Merger Agreement (as defined in the Offer to Purchase) and the applicable rules and
regulations of the Securities and Exchange Commission, the conditions of the Offer may be waived by Purchaser in whole or in part at any time and from time to time
in its sole discretion.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY EXECUTED COPY THEREOF) OR AN AGENT’S MESSAGE, TOGETHER
WITH SHARE CERTIFICATE(S) OR BOOK-ENTRY CONFIRMATION OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF
GUARANTEED DELIVERY AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE
EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under United States federal income tax law, a shareholder whose tendered Shares are accepted for payment is required by law to provide the Depositary (as
payer) with such shareholder’s correct TIN on Form W-9 below. If such shareholder is an individual, the TIN is such shareholder’s social security number. If the
Depositary is not provided with the correct TIN, the shareholder may be subject to penalties imposed by the Internal Revenue Service (“IRS”) and payments that are
made to such shareholder with respect to Shares purchased pursuant to the Offer may be subject to backup withholding.
If backup withholding applies, the Depositary is required to withhold 28% of any payments made to the shareholder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained from the IRS provided that the required information is furnished to the IRS.
Form W-9
To prevent backup withholding on payments that are made to a United States shareholder with respect to Shares purchased pursuant to the Offer, the shareholder
is required to notify the Depositary of such shareholder’s correct TIN by completing Form W-9 certifying, under penalties of perjury, (i) that the TIN provided on
Form W-9 is correct (or that such shareholder is awaiting a TIN), (ii) that such shareholder is not subject to backup withholding because (a) such shareholder has not
been notified by the IRS that such shareholder is subject to backup withholding as a result of a failure to report all interest or dividends, (b) the IRS has notified such
shareholder that such shareholder is no longer subject to backup withholding or (c) such shareholder is exempt from backup withholding, and (iii) that such shareholder
is a U.S. person.
10
What Number to Give the Depositary
United States shareholders are required to give the Depositary the social security number or employer identification number of the record holder of the Shares
tendered hereby. If the tendering shareholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, the shareholder
should write “Applied For” in Part I of the Form W-9, sign and date the Form W-9. Notwithstanding that “Applied For” is written in Part I, the Depositary will
withhold 28% of all payments of the purchase price to such shareholder until a TIN is provided to the Depositary. Such amounts will be refunded to such surrendering
shareholder if a TIN is provided to the Depositary within 60 days. We note that your Form W-9, including your TIN, may be transferred from the Depositary to the
Paying Agent, in certain circumstances.
Please consult your accountant or tax advisor for further guidance regarding the completion of IRS Form W-9, IRS Form W-8BEN, or another version of IRS
Form W-8 to claim exemption from backup withholding, or contact the Depositary.
The Depositary for the Offer is:

Operations Center
Attn: Reorganization Department
6201 15 Avenue
th
Any questions or requests for assistance may be directed to the Information Agent at its telephone number and location listed below. Requests for additional
copies of this Offer to Purchase and the Letter of Transmittal may be directed to the Information Agent at its telephone number and location listed below. You may also
contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.
105 Madison Avenue

(212) 929-5500 (Call Collect)
or
11
Exhibit (a)(1)(C)
Notice of Guaranteed Delivery

for
Offer to Purchase
of
HealthTronics, Inc.
at
by
Do not use for signature guarantees
This form of notice of guaranteed delivery, or a form substantially equivalent to this form, must be used to accept the offer of HT Acquisition Corp., a Georgia
corporation (“Purchaser”) and a direct wholly-owned subsidiary of Endo Pharmaceuticals Holdings Inc., a Delaware corporation (“Endo”), to purchase all outstanding
shares of common stock, without par value (“Shares”), of HealthTronics, Inc., a Georgia corporation (“HealthTronics”), at a price of $4.85 per Share, net to the seller in
cash (less any required withholding taxes and without interest) as described in the Offer to Purchase dated May 19, 2010 (as it may be amended or supplemented from
time to time, the “Offer to Purchase”) and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and,
together with the Offer to Purchase, the “Offer”), if certificates for Shares and all other required documents cannot be delivered to American Stock Transfer & Trust
Company (the “Depositary”) prior to the Expiration Date, if the procedure for delivery by book-entry transfer cannot be completed prior to the Expiration Date, or if
time will not permit all required documents to reach the Depositary prior to the Expiration Date.
Such form may be delivered by hand or mailed to the Depositary and must include a guarantee by an Eligible Institution (as defined below). See Section 3 of the
Offer to Purchase.
The Depositary for the Offer to Purchase is:

Operations Center
Attn: Reorganization Department
6201 15 Avenue
th
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE
A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible
Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.
The guarantee on the back cover page must be completed.
Ladies and Gentlemen:
The undersigned hereby tenders to HT Acquisition Corp., a Georgia corporation (“Purchaser”) and a direct wholly-owned subsidiary of Endo Pharmaceuticals
Holdings Inc., a Delaware corporation (“Endo”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 19, 2010 (as it may be
amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time,
the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), receipt of each of which is hereby acknowledged, the number of Shares indicated
below pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
Number of Shares Tendered: ________________________Name(s) of Record Owner(s):
Share Certificate Numbers (if available):
If Shares will be delivered by book-entry transfer: Address(es):
Name of Tendering Institution:

(Including Zip Code)
DTC Participant Number: Area Code and Telephone Number:
Transaction Code Number: Signature(s):
Date: , 2010
GUARANTEE
(Not to be used for signature guarantees)
The undersigned, a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association Incorporated, including any of
the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchanges Medallion Program (each, an
“Eligible Institution”), hereby guarantees that either the certificates representing the Shares tendered hereby, in proper form for transfer, or timely confirmation of a
book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (pursuant to the procedures set forth in Section 3 of the Offer to
Purchase), together with a properly completed and duly executed Letter of Transmittal (or a manually executed copy thereof) with any required signature guarantees
(or, in the case of a book-entry transfer, an Agent’s Message (as defined in the Offer to Purchase)) and any other documents required by the Letter of Transmittal, will
be received by the Depositary at one of its addresses set forth above within three (3) NASDAQ Global Select Market trading days after the date of execution hereof.
2
The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal, certificates
for HealthTronics Shares and/or any other required documents to the Depositary within the time period shown above. Failure to do so could result in a financial
loss to such Eligible Institution.
Name of Firm:
Address:
(Including Zip Code)
Authorized Signature:
Name:
Title:
Dated: , 2010
NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY. SHARE CERTIFICATES ARE TO BE DELIVERED
WITH THE LETTER OF TRANSMITTAL.
3
Exhibit (a)(1)(D)
Offer to Purchase
of
HealthTronics, Inc.
at
by
May 19, 2010
To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:
We have been engaged by HT Acquisition Corp., a Georgia corporation (“Purchaser”) and a direct wholly-owned subsidiary of Endo Pharmaceuticals Holdings
Inc., a Delaware corporation (“Endo”), to act as Information Agent in connection with Purchaser’s offer to purchase all outstanding shares of common stock, without
par value (“Shares”), of HealthTronics, Inc., a Georgia corporation (“HealthTronics”), at a price of $4.85 per Share, net to the seller in cash (less any required
withholding taxes and without interest) upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 19, 2010 (as it may be amended or
supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter
of Transmittal” and, together with the Offer to Purchase, the “Offer”) enclosed herewith. Please furnish copies of the enclosed materials to those of your clients for
whom you hold Shares registered in your name or in the name of your nominee.
The Offer is not subject to any financing condition, but is conditioned upon a number of other conditions as set forth in the Offer to Purchase. See
Section 13 of the Offer to Purchase.
Enclosed herewith are the following documents:

1. Offer to Purchase, dated May 19, 2010;
2. Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients;
3. Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification), including instructions for completing the form;
4. Notice of Guaranteed Delivery;
5. A letter to shareholders of HealthTronics from the Chief Executive Officer of HealthTronics, accompanied by HealthTronics’ Solicitation/Recommendation
Statement on Schedule 14D-9; and
6. A printed letter that may be sent to your clients for whose accounts you hold Shares in your name or in the name of your nominee, with space provided for
obtaining such clients’ instructions with regard to the Offer.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER
AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, JULY 1, 2010, UNLESS THE OFFER IS
EXTENDED.
The Offer is being made in connection with the Agreement and Plan of Merger, dated as of May 5, 2010 (together with any amendments or supplements
thereto, the “Merger Agreement”), among Endo, Purchaser and HealthTronics, pursuant to which, after the completion of the Offer and the satisfaction or waiver
of certain conditions, Purchaser will be merged with and into HealthTronics, and HealthTronics will be the surviving corporation (the “Merger”). Capitalized
terms used, but not defined, herein shall have the respective meanings given to them in the Merger Agreement.
Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or
amendment), Purchaser will be deemed to have accepted for payment, and will pay for, all Shares validly tendered in the Offer, and not properly withdrawn, prior to the
Expiration Date if and when Purchaser gives oral or written notice to American Stock Transfer & Trust Company (the “Depositary”) of Purchaser’s acceptance of the
tender of such Shares for payment pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the
Depositary of (a) certificates for such Shares or a Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to such Shares pursuant to the procedures
set forth in the Offer to Purchase, (b) a Letter of Transmittal properly completed and duly executed, with any required signature guarantees (or, in the case of a book-
entry transfer, an Agent’s Message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of
Transmittal. Accordingly, tendering shareholders may be paid at different times depending upon when certificates for Shares or Book-Entry Confirmation with respect
to Shares are actually received by the Depositary. Under no circumstances will interest be paid on the purchase price for Shares, regardless of any extension of
the Offer or any delay in payment for Shares.
Neither Endo nor Purchaser will pay any fees or commissions to any broker or dealer or other person (other than the Information Agent and the Depositary as
described in the Offer to Purchase) in connection with the solicitation of tenders of Shares pursuant to the Offer. You will be reimbursed upon request for customary
mailing and handling expenses incurred by you in forwarding the enclosed offering materials to your clients.
If holders of Shares wish to tender their Shares, but it is impracticable for them to deliver their certificates representing tendered Shares or other required
documents or to complete the procedures for delivery by book-entry transfer prior to the Expiration Date, a tender may be effected by following the guaranteed delivery
procedures specified in the Offer to Purchase and the Letter of Transmittal.
Questions and requests for assistance or for additional copies of the enclosed materials may be directed to us at the address and telephone number set forth below
and in the Offer to Purchase. Additional copies of the enclosed materials will be furnished at Purchaser’s expense.
Very truly yours,
MACKENZIE PARTNERS, INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY PERSON THE AGENT OF ENDO,
PURCHASER, HEALTHTRONICS, THE INFORMATION AGENT, THE DEPOSITARY OR ANY OF THEIR AFFILIATES, OR AUTHORIZE YOU OR ANY
OTHER PERSON
2
TO USE ANY DOCUMENT OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFER NOT CONTAINED IN
THE OFFER TO PURCHASE OR THE LETTER OF TRANSMITTAL.
105 Madison Avenue

(212) 929-5500 (Call Collect)
or
3
Exhibit (a)(1)(E)
Offer to Purchase
of
HealthTronics, Inc.
at
by
May 19, 2010
To Our Clients:
Enclosed for your information is an Offer to Purchase, dated May 19, 2010 (as it may be amended or supplemented from time to time, the “Offer to Purchase”),
and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the
“Offer”), relating to the offer by HT Acquisition Corp., a Georgia corporation (“Purchaser”) and a direct wholly-owned subsidiary of Endo Pharmaceuticals Holdings
Inc., a Delaware corporation (“Endo”), to purchase all outstanding shares of common stock, without par value (“Shares”), of HealthTronics Inc., a Georgia corporation
(“HealthTronics”), at a price of $4.85 per Share, net to the seller in cash (less any required withholding taxes and without interest) upon the terms and subject to the
conditions set forth in the Offer.
Also enclosed is a letter to shareholders of HealthTronics from the Chief Executive Officer of HealthTronics, accompanied by HealthTronics’
Solicitation/Recommendation Statement on Schedule 14D-9.
We are the holder of record of Shares held by us for your account. A tender of such Shares can be made only by us as the holder of record and
pursuant to your instructions. The Letter of Transmittal accompanying this letter is furnished to you for your information only and cannot be used by you to
tender Shares held by us for your account.
We request instructions as to whether you wish to tender any or all of the Shares held by us for your account pursuant to the Offer.
Your attention is directed to the following:

1. The offer price is $4.85 net per Share in cash upon the terms and subject to the conditions of the Offer.
2. The Offer is being made for all outstanding Shares.
3. The Offer is being made in connection with the Agreement and Plan of Merger, dated as of May 5, 2010 (together with any amendments or
supplements thereto, the “Merger Agreement”), among Endo, Purchaser and HealthTronics, pursuant to which, after the completion of the Offer and the
satisfaction or waiver of certain conditions, Purchaser will be merged with and into HealthTronics, and HealthTronics will be the surviving corporation (the
“Merger”). Capitalized terms used, but not defined, herein shall have the respective meanings given to them in the Merger Agreement.
4. The HealthTronics board of directors has, subject to the terms and conditions set forth in the Merger Agreement, unanimously (i) determined that
the Offer, the Merger and the other transactions
contemplated by the Merger Agreement are advisable, fair to and in the best interests of, the holders of Shares, (ii) adopted and approved the Merger
Agreement and declared it advisable that HealthTronics enter into the Merger Agreement and (iii) resolved to recommend that the holders of Shares
accept the Offer and, if required, vote their Shares in favor of the adoption and approval of the Merger Agreement and approval of the Merger.
5. The Offer is not subject to any financing condition, but is conditioned upon a number of other conditions as set forth in the Offer to Purchase. See
Section 13 of the Offer to Purchase.
6. The initial offering period of the Offer and withdrawal rights will expire at the Expiration Date.
7. Any transfer taxes applicable to the sale of Shares to Purchaser pursuant to the Offer will be paid by Purchaser, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.
If you wish to have us tender any or all of the Shares held by us for your account, please so instruct us by completing, executing and returning to us in the
enclosed envelope the attached instruction form. Please forward your instructions to us in ample time to permit us to submit a tender on your behalf prior to the
Expiration Date. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified on the attached instruction form.
Payment for Shares will be in all cases made only after such Shares are accepted by Purchaser for payment pursuant to the Offer and the timely receipt by
American Stock Transfer & Trust Company, (the “ Depositary ” ), of (a) certificates for such Shares or a Book-Entry Confirmation (as defined in the Offer to
Purchase) with respect to such Shares, (b) a Letter of Transmittal, properly completed and duly executed, with any required signature guarantees (or, in the case of a
book-entry transfer, an Agent’s Message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of
Transmittal. Accordingly, tendering shareholders may be paid at different times depending upon when certificates for Shares or Book-Entry Confirmations with respect
to Shares are actually received by the Depositary. Under no circumstances will interest be paid on the purchase price for Shares, regardless of any extension of
the Offer or any delay in payment for Shares.
Instructions with Respect to the

Offer to Purchase
of
HealthTronics, Inc.
at
by
The undersigned acknowledge(s) receipt of your letter and the Offer to Purchase, dated May 19, 2010 (as it may be amended or supplemented from time to time,
the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with
the Offer to Purchase, the “Offer”), in connection with the offer by HT Acquisition Corp., a Georgia corporation (“Purchaser”) and a direct wholly-owned subsidiary of
Endo Pharmaceuticals Holdings Inc., a
2
Delaware corporation (“Endo”), to purchase all of the outstanding shares of common stock, without par value (“Shares”), of HealthTronics, Inc., a Georgia corporation
(“HealthTronics”), at a price of $4.85 per Share, net to the seller in cash (less any required withholding taxes and without interest) upon the terms and subject to the
conditions set forth in the Offer.
The undersigned hereby instruct(s) you to tender the number of Shares indicated on the reverse (or if no number is indicated on the reverse, all Shares) that are
held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer.
The undersigned understands and acknowledges that all questions as to validity, form and eligibility of the surrender of any certificate representing Shares
submitted on my behalf to American Stock Transfer & Trust Company, the Depositary for the Offer, will be determined by Purchaser (which may delegate power in
whole or in part to the Depositary) and such determination shall be final and binding.
Dated: May 19, 2010
Number of Shares to Be Tendered: ____________________________ Shares*
Account Number: ___________________________________ Signature(s): ____________________________
Capacity** ________________________________________________________________________________
Dated: , 2010
Please Type or Print Name(s) above
Please Type or Print Address(es) above
Area Code and Telephone Number
Taxpayer Identification or Social Security Number(s)
* Unless otherwise indicated, you are deemed to have instructed us to tender all Shares held by us for your account.
** Please provide if signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or other person acting in a fiduciary or
representative capacity.
Please return this form to the brokerage firm or other nominee maintaining your account.
3
Exhibit (a)(1)(f)
Print or type
See Specific Instructions on page 2.
Form W-9
(Rev. October 2007) Request for Taxpayer Give form to the
Department of the Treasury requester. Do not
Internal Revenue Service Identification Number and Certification send to the IRS.
Name (as shown on your income tax return)
Business name, if different from above
Exempt
Check appropriate box:  Individual/Sole proprietor  Corporation  Partnership 
payee
 Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation, P=partnership) 
 Other (see instructions) 
Address (number, street, and apt. or suite no.)

Requester’s name and address (optional)
City, state, and ZIP code
List account number(s) here (optional)
Part I Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid backup withholding. For
individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I Social security number
instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a
TIN on page 3. or
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.
Employer identification number
Part II Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to
backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
3. I am a U.S. citizen or other U.S. person (defined below).

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all
interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of
debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must
provide your correct TIN. See the instructions on page 4.
Sign Signature of
Here U.S. person 
Date 
General Instructions
Section references are to the Internal Revenue Code unless otherwise noted.
Purpose of Form
A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate
transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.
Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:
1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income
from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income.
Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.
Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:
• An individual who is a U.S. citizen or U.S. resident alien,
• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,
• An estate (other than a foreign estate), or
• A domestic trust (as defined in Regulations section 301.7701-7).
Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners’ share of
income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the
withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish
your U.S. status and avoid withholding on your share of partnership income.
The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership
conducting a trade or business in the United States is in the following cases:
• The U.S. owner of a disregarded entity and not the entity,
Cat. No. 10231X FormW-9 (Rev. 10-2007)

Form W-9 (Rev. 10-2007) Page
2
• The U.S. grantor or other owner of a grantor trust and not the trust, and
• The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.
Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign
Entities).
Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of
income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain
types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.
If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must
attach a statement to Form W-9 that specifies the following five items:
1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.
2. The treaty article addressing the income.
3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.
4. The type and amount of income that qualifies for the exemption from tax.
5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.
Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States.
Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to
the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A
Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or
fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.
If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.
What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called “backup
withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties,
nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.
You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and
dividends on your tax return.
Payments you receive will be subject to backup withholding if:
1. You do not furnish your TIN to the requester,
2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),
3. The IRS tells the requester that you furnished an incorrect TIN,
4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only),
or
5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).
Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.
Also see Special rules for partnerships on page 1.
Penalties
Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and
not to willful neglect.
Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a
$500 penalty.
Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.
Specific Instructions
Name
If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without
informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.
If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.
Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the
“Business name” line.
Limited liability company (LLC). Check the “Limited liability company” box only and enter the appropriate code for the tax classification (“D” for disregarded entity, “C” for corporation,
“P” for partnership) in the space provided.
For a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Regulations section 301.7701-3, enter the
owner’s name on the “Name” line. Enter the LLC’s name on the “Business name” line.
For an LLC classified as a partnership or a corporation, enter the LLC’s name on the “Name” line and any business, trade, or DBA name on the “Business name” line.
Other entities. Enter your business name as shown on required federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal
document creating the entity. You may enter any business, trade, or DBA name on the “Business name” line.
Note. You are requested to check the appropriate box for your status (individual/sole proprietor, corporation, etc.).
Exempt Payee
If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the “Exempt payee” box in the line following
the business name, sign and date the form.
3
Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and
dividends.
Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.
The following payees are exempt from backup withholding:
1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),
2. The United States or any of its agencies or instrumentalities,
3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,
4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or
5. An international organization or any of its agencies or instrumentalities.
Other payees that may be exempt from backup withholding include:
6. A corporation,
7. A foreign central bank of issue,
8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,
9. A futures commission merchant registered with the Commodity Futures Trading Commission,
10. A real estate investment trust,
11. An entity registered at all times during the tax year under the Investment Company Act of 1940,
12. A common trust fund operated by a bank under section 584(a),
13. A financial institution,
14. A middleman known in the investment community as a nominee or custodian, or
15. A trust exempt from tax under section 664 or described in section 4947.
The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.
IF the payment is for . . . THEN the payment is exempt for . . .

Interest and dividend payments All exempt payees except for 9
Broker transactions Exempt payees 1 through 13. Also, a person registered under the Investment
Advisers Act of 1940 who regularly acts as a broker
Barter exchange transactions and patronage dividends Exempt payees 1 through 5
Payments over $600 required to be reported and direct sales over $5,000 1 Generally, exempt payees 1 through 7 2
1
See Form 1099-MISC, Miscellaneous Income, and its instructions.
2
However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on
Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, and payments for services paid by a federal executive agency.
Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number
(ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.
If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.
If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited liability company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner
has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.
Note. See the chart on page 4 for further clarification of name and TIN combinations.
How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security
Administration office or get this form online at www.ssa.gov . You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification
Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at
www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by
calling 1-800-TAX-FORM (1-800-829-3676).
If you are asked to complete Form W-9 but do not have a TIN, write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend
payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to
backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN
to the requester.
Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.
Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.
Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, and 5 below
indicate otherwise.
For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt payees, see Exempt Payee on page 2.
Signature requirements. Complete the certification as indicated in 1 through 5 below.
1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not
have to sign the certification.
2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup
withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing
the form.
4
3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.
4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other
payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services
(including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys
(including payments to corporations).
5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA,
Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.
What Name and Number To Give the Requester

For this type of account: Give name and SSN of:
1. Individual The individual
2. Two or more individuals (joint account) The actual owner of the account or, if combined funds, the first individual on the
account 1
3. Custodian account of a minor (Uniform Gift to Minors Act) The minor 2
4. a. The usual revocable savings trust (grantor is also trustee) The grantor-trustee 1
b. So-called trust account that is not a legal or valid trust under state law The actual owner 1
5. Sole proprietorship or disregarded entity owned by an individual The owner 3
For this type of account: Give name and EIN of:

6. Disregarded entity not owned by an individual The owner
7. A valid trust, estate, or pension trust Legal entity 4
8. Corporate or LLC electing corporate status on Form 8832 The corporation
9. Association, club, religious, charitable, educational, or other tax-exempt organization The organization
10. Partnership or multi-member LLC The partnership

11. A broker or registered nominee The broker or nominee
12. Account with the Department of Agriculture in the name of a public entity (such as a state The public entity
or local government, school district, or prison) that receives agricultural program
payments
1
List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.
2
Circle the minor’s name and furnish the minor’s SSN.
3
You must show your individual name and you may also enter your business or “DBA” name on the second name line. You may use either your SSN or EIN (if you have
one), but the IRS encourages you to use your SSN.
4
List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the
account title.) Also see Special rules for partnerships on page 1.
Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.
Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit
fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.
To reduce your risk:
• Protect your SSN,
• Ensure your employer is protecting your SSN, and
• Be careful when choosing a tax preparer.
Call the IRS at 1-800-829-1040 if you think your identity has been used inappropriately for tax purposes.
Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels,
may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.
Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites.
The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that
will be used for identity theft.
The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers,
passwords, or similar secret access information for their credit card, bank, or other financial accounts.
If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS personal
property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or
contact them at www.consumer.gov/idtheft or 1-877-IDTHEFT(438-4338).
Visit the IRS website at www.irs.gov to learn more about identity theft and how to reduce your risk.
Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other
income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The
IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and
criminal litigation, and to cities, states, the District of Columbia, and U.S. possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty,
to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.
You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee
who does not give a TIN to a payer. Certain penalties may also apply.
Exhibit (a)(1)(H)
This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely pursuant
to the Offer to Purchase, dated May 19, 2010, and the related Letter of Transmittal, and any amendments or supplements to such Offer to Purchase or Letter of
Transmittal. Purchaser (as defined below) is not aware of any state where the making of the Offer is prohibited by any administrative or judicial action pursuant to any
valid state statute. If Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Shares pursuant thereto,
Purchaser will make a good faith effort to comply with that state statute or seek to have such statute declared inapplicable to the Offer. If, after a good faith effort,
Purchaser cannot do so, Purchaser will not make the Offer to nor will tenders be accepted from or on behalf of, the holders of Shares in that state. Except as set forth
above, the Offer is being made to all holders of Shares. In any jurisdiction where the securities, “blue sky” or other laws require the Offer to be made by a licensed
broker or dealer, the Offer will be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers that are licensed under the laws of such
jurisdiction.
Notice of Offer to Purchase

of
HealthTronics, Inc.
at
by
HT Acquisition Corp., a Georgia corporation (“Purchaser”) and a direct wholly-owned subsidiary of Endo Pharmaceuticals Holdings Inc., a Delaware
corporation (“Endo”), is offering to purchase all outstanding shares of common stock, without par value (“Shares”), of HealthTronics, Inc., a Georgia corporation
(“HealthTronics”), at a price of $4.85 per Share, net to the seller in cash (less any required withholding taxes and without interest) (the “Offer Price”), upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated May 19, 2010 (as it may be amended or supplemented from time to time, the “Offer to Purchase”),
and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase,
the “Offer”). Tendering shareholders who have Shares registered in their names and who tender directly to American Stock Transfer & Trust Company (the
“Depositary”) will not be obligated to pay brokerage fees or commissions or, except as set forth in the Letter of Transmittal, transfer taxes on the purchase of Shares by
Purchaser pursuant to the Offer. Shareholders who hold their Shares through a broker or bank should consult with such institution as to whether it charges any service
fees or commissions.
The Offer is being made in connection with the Agreement and Plan of Merger, dated as of May 5, 2010 (together with any amendments or supplements thereto,
the “Merger Agreement”), among Endo, Purchaser and HealthTronics, pursuant to which, after the completion of the Offer and the satisfaction or waiver of certain
conditions, Purchaser will be merged with and into HealthTronics, and HealthTronics will be the surviving corporation (the “Merger”). The Merger Agreement is more
fully described in the Offer to Purchase.
The Offer is not subject to any financing condition. The Offer is, however, subject to the following conditions, among others:
• there having been validly tendered and not validly withdrawn prior to the Expiration Date that number of Shares which, when added to the
Shares already owned by Endo and its subsidiaries, represents at least a majority of the total number of outstanding Shares on a “fully
diluted basis” on the Expiration Date. We refer to this condition as the “ Minimum Tender Condition; ”
• there being no applicable law and no permanent injunction or other judgment, order or decree entered, promulgated, enforced or issued by
any court or other governmental entity of competent jurisdiction in the United States or any material foreign jurisdiction remaining in effect
which has the effect of making illegal or otherwise prohibiting the consummation of the Offer, the Merger or the other transactions
contemplated by the Merger Agreement, or imposes any material limitations on Endo’s ownership of HealthTronics and the HealthTronics
Entities (taken as a whole), or operation of all or a material portion of Endo’s, on the one hand, or HealthTronics’ and the HealthTronics
Entities’ (taken as a whole), on the other hand, businesses or assets, or compelling Endo or HealthTronics or any of their respective
subsidiaries or any HealthTronics Entity to dispose of or hold separate any material portion of the business or assets of Endo or
HealthTronics;
• there not existing any temporary restraining order, preliminary injunction, pending or threatened in writing (or in some other manner than
can be independently verified by HealthTronics) nor any litigation by any governmental entity pending or threatened in writing (or in some
other manner than can be independently verified by HealthTronics) challenging or seeking to enjoin the closing of the Offer or the other
transactions contemplated by the Merger Agreement, or seeking to prohibit or impose any material limitations on Endo’s ownership of
HealthTronics and the HealthTronics Entities (taken as a whole), or operation of all or a material portion of Endo’s, on the one hand, or
HealthTronics’ and the HealthTronics Entities’ (taken as a whole), on the other hand, businesses or assets, or compelling Endo or
HealthTronics or any of their respective subsidiaries or any HealthTronics Entity to dispose of or hold separate any material portion of the
business or assets of Endo or HealthTronics; and
reasonably be expected to have any material adverse effect on HealthTronics.
Endo reserves the right to waive any of the conditions to the Offer in its sole discretion, other than the Minimum Tender Condition. The Offer is also
subject to certain other terms and conditions, as more fully described in the Offer to Purchase.
As used herein with respect to our ownership of Shares, “Fully Diluted Basis” shall mean after taking into account all outstanding Shares and assuming the
exercise, conversion or exchange of all options, warrants, convertible or exchangeable securities and similar rights and the issuance of all Shares that HealthTronics is
obligated to issue thereunder. As used herein, the “HealthTronics Entities” shall mean the subsidiaries, limited partnerships, limited liability companies and other legal
entities of which HealthTronics, any of its subsidiaries, any such limited partnerships, limited liability companies and other legal entities or any of their affiliates or
officers constitutes the general partner, a member, management agent or a manager or with respect to which HealthTronics, any of its subsidiaries or any of their
affiliates or officers otherwise supervises or coordinates the management or administration of day-today operations for the provision of any Service (as defined in the
Merger Agreement).
The purpose of the Offer is for Endo and its affiliates, through Purchaser, to acquire control of, and the entire equity interest in, HealthTronics. Following the
consummation of the Offer, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Purchaser intends to effect the Merger. No
dissenters’ rights are available to holders of Shares in connection with the Offer.
HealthTronics has granted to Purchaser an irrevocable option (the “Top-Up Option”) to purchase up to that number of newly issued Shares equal to the number
of Shares (the “Top-Up Option Shares”) that, when added to the number of Shares owned by Endo and Purchaser immediately following consummation of the Offer,
will constitute one Share more than 90% of the Shares then outstanding (after giving effect to the issuance of the Top-Up Option Shares) for consideration per Top-Up
Option Share equal to the Offer Price. The Top-Up Option is exercisable only after the purchase of and payment for Shares pursuant to the Offer by Endo or Purchaser.
The Top-Up Option is not exercisable if the number of Shares subject thereto exceeds the number of authorized Shares available for issuance.
Upon the terms and subject to the conditions of the Merger Agreement, in the event that, following consummation of the Offer, any subsequent offering period or
the exercise of the Top-Up Option, Endo or Purchaser holds at least 90% of the outstanding Shares, each of Endo, Purchaser and HealthTronics will, subject to the
satisfaction or waiver of the conditions to the Merger, take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after
consummation of the Offer, as a short-form merger under Section 14-2-1104(a) of the Georgia Business Corporation Code without action of the shareholders of
HealthTronics.
Subject to the provisions of the Merger Agreement and the applicable rules and regulations of the Securities and Exchange Commission (the “Commission”),
Purchaser expressly reserves the right to waive any conditions to the Offer (provided that the Minimum Tender Condition described above may be waived only with the
prior written consent of HealthTronics), or modify the terms of the Offer. Subject to the provisions of the Merger Agreement and the applicable rules and regulations of
the Commission, Purchaser reserves the right, and under certain circumstances Purchaser may be required, to extend the Offer, as described in Section 1 of the Offer to
Purchase. Pursuant to Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Purchaser may elect to provide a subsequent offering
period of between three and 20 business days upon expiration of the Offer.
Any extension, waiver or amendment of the Offer, or delay in acceptance for payment or payment, or termination of the Offer will be followed, as promptly as
practicable, by public announcement thereof, such announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Date.
For purposes of the Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered, and not properly withdrawn,
prior to the Expiration Date if and when Purchaser gives oral or written notice to the Depositary of Purchaser’s acceptance for payment of such Shares pursuant to the
Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the initial
cash portion of the purchase price therefor with the Depositary, which will act as agent for the tendering shareholders for the purpose of receiving payments from
Purchaser and transmitting such payments to the tendering shareholders. Under no circumstances will interest be paid on the purchase price for Shares, regardless
of any extension of the Offer or any delay in making payment for Shares.
In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of
(a) certificates for such Shares or timely confirmation of the book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company
(“DTC”) pursuant to the procedures set forth in Section 3 of the Offer to Purchase, (b) a Letter of Transmittal, properly completed and duly executed, with any required
signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in Section 3 of the Offer to Purchase) in lieu of the Letter of Transmittal),
and (c) any other documents required by the Letter of Transmittal.
Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. Thereafter, tenders of Shares are irrevocable. For a withdrawal
of Shares to be effective, a written notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of the Offer to Purchase.
Any such notice of withdrawal must specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of
the record holder of the Shares to be withdrawn, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be
guaranteed by an Eligible Institution (as defined in Section 3 of the Offer to Purchase), unless such Shares have been tendered for the account of any Eligible
Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 of the Offer to Purchase, any notice of withdrawal
must specify the name and number of the account at DTC to be credited with the withdrawn Shares and must otherwise comply with DTC’s procedures. If certificates
for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, the name of the registered holder and the serial numbers shown on such
certificates must also be furnished to the Depositary as aforesaid prior to the physical release of such certificates.
All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Purchaser, in its sole discretion, which
determination shall be final and binding. No withdrawal of Shares shall be deemed to have been properly made until all defects and irregularities have been cured or
waived. None of Endo, Purchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent (listed below), or any other person will be under
any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tenders
of Shares may not be rescinded, and any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn
Shares may be retendered by following one of the procedures for tendering Shares described in Section 3 of the Offer to Purchase at any time prior to the Expiration
Date.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 under the Exchange Act is contained in the Offer to Purchase and is incorporated
herein by reference.
HealthTronics has provided Purchaser with HealthTronics’ shareholder list and securities position listings for the purpose of communicating to the holders of
Shares information regarding the Offer. The Offer to Purchase and related Letter of Transmittal will be mailed to record holders of Shares whose names appear on
HealthTronics’ shareholder list and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose
nominees, appear on the shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to
beneficial owners of Shares.
The receipt of cash for Shares in the Offer or the Merger will be a taxable transaction for United States federal income tax purposes. Shareholders should consult
with their tax advisors as to the particular tax consequences of the Offer and the Merger to them. For a more complete description of certain material U.S. federal
income tax consequences of the Offer and the Merger, including matters pertinent to non-U.S. shareholders, see Section 5 of the Offer to Purchase.
The Offer to Purchase and the related Letter of Transmittal contain important information and both documents should be read carefully and in their
entirety before any decision is made with respect to the Offer.
Questions and requests for assistance may be directed to the Information Agent at the address and telephone number set forth below. Requests for copies of the
Offer to Purchase and the related Letter of Transmittal may be directed to the Information Agent or to brokers, dealers, commercial banks or trust companies. Such
copies will be furnished promptly at Purchaser’s expense. Purchaser will not pay any fees or commissions to any broker or dealer or any other person (other than the
Information Agent) for soliciting tenders of Shares pursuant to the Offer.
105 Madison Avenue

(212) 929-5500 (Call Collect)
or
CALL TOLL-FREE: (800) 322-2885
Email: proxy@mackenziepartners.com
May 19, 2010

Exhibit (a)(5)(C)
Article 13 of the Georgia Business Corporation Code
TITLE 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

CHAPTER 2. BUSINESS CORPORATIONS
ARTICLE 13. DISSENTERS’ RIGHTS
PART 1
RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES
§ 14-2-1301. Definitions.
As used in this article, the term:
(1) “Beneficial shareholder” means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.
(2) “Corporate action” means the transaction or other action by the corporation that creates dissenters’ rights under Code Section 14-2-1302.
(3) “Corporation” means the issuer of shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share
exchange of that issuer.
(4) “Dissenter” means a shareholder who is entitled to dissent from corporate action under Code Section 14-2-1302 and who exercises that right when and in the
manner required by Code Sections 14-2-1320 through 14-2-1327.
(5) “Fair value,” with respect to a dissenter’s shares, means the value of the shares immediately before the effectuation of the corporate action to which the
dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action.
(6) “Interest” means interest from the effective date of the corporate action until the date of payment, at a rate that is fair and equitable under all the
circumstances.
(7) “Record shareholder” means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of
the rights granted by a nominee certificate on file with a corporation.
(8) “Shareholder” means the record shareholder or the beneficial shareholder. (Code 1981, § 14-2-1301, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1993, p. 1231, §
16.)
1
§ 14-2-1302. Right to dissent.
(a) A record shareholder of the corporation is entitled to dissent from, and obtain payment of the fair value of his or her shares in the event of, any of the
following corporate actions:
(1) Consummation of a plan of merger to which the corporation is a party:
(A) If approval of the shareholders of the corporation is required for the merger by Code Section 14-2-1103 or the articles of incorporation and the shareholder
is entitled to vote on the merger, unless:
(i) The corporation is merging into a subsidiary corporation pursuant to Code Section 14-2-1104;
(ii) Each shareholder of the corporation whose shares were outstanding immediately prior to the effective time of the merger shall receive a like number of shares
of the surviving corporation, with designations, preferences, limitations, and relative rights identical to those previously held by each shareholder; and
(iii) The number and kind of shares of the surviving corporation outstanding immediately following the effective time of the merger, plus the number and kind of
shares issuable as a result of the merger and by conversion of securities issued pursuant to the merger, shall not exceed the total number and kind of shares of the
corporation authorized by its articles of incorporation immediately prior to the effective time of the merger; or
(B) If the corporation is a subsidiary that is merged with its parent under Code Section 14-2-1104;
(2) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled
to vote on the plan;
(3) Consummation of a sale or exchange of all or substantially all of the property of the corporation if a shareholder vote is required on the sale or exchange
pursuant to Code Section 14-2-1202, but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net
proceeds of the sale will be distributed to the shareholders within one year after the date of sale;
(4) An amendment of the articles of incorporation with respect to a class or series of shares that reduces the number of shares of a class or series owned by the
shareholder to a fraction of a share if the fractional share so created is to be acquired for cash under Code Section 14-2-604; or
(5) Any corporate action taken pursuant to a shareholder vote to the extent that Article 9 of this chapter, the articles of incorporation, bylaws, or a resolution of
the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares.
2
(b) A shareholder entitled to dissent and obtain payment for his or her shares under this article may not challenge the corporate action creating his or her
entitlement unless the corporate action fails to comply with procedural requirements of this chapter or the articles of incorporation or bylaws of the corporation or
the vote required to obtain approval of the corporate action was obtained by fraudulent and deceptive means, regardless of whether the shareholder has exercised
dissenter’s rights.
(c) Notwithstanding any other provision of this article, there shall be no right of dissent in favor of the holder of shares of any class or series which, at the record
date fixed to determine the shareholders entitled to receive notice of and to vote at a meeting at which a plan of merger or share exchange or a sale or exchange of
property or an amendment of the articles of incorporation is to be acted on, were either listed on a national securities exchange or held of record by more than 2,000
shareholders, unless:
(1) In the case of a plan of merger or share exchange, any holders of shares of the class or series are required under the plan of merger or share exchange to
accept for their shares:
(A) Anything except shares of the surviving corporation or another publicly held corporation which at the effective date of the merger or share exchange are
either listed on a national securities exchange or held of record by more than 2,000 shareholders, except for scrip or cash payments in lieu of fractional shares; or
(B) Any shares of the surviving corporation or another publicly held corporation which at the effective date of the merger or share exchange are either listed on
a national securities exchange or held of record by more than 2,000 shareholders that are different, in type or exchange ratio per share, from the shares to be provided
or offered to any other holder of shares of the same class or series of shares in exchange for such shares; or
(2) The articles of incorporation or a resolution of the board of directors approving the transaction provides otherwise. (Code 1981, § 14-2-1302, enacted by Ga.
L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 58; Ga. L. 1999, p. 405, § 11; Ga. L. 2003, p. 897, § 11; Ga. L. 2006, p. 825, § 16/SB 469.)
§ 14-2-1303. Dissent by nominees and beneficial owners.

A record shareholder may assert dissenters’ rights as to fewer than all the shares registered in his name only if he dissents with respect to all shares beneficially
owned by any one beneficial shareholder and notifies the corporation in writing of the name and address of each person on whose behalf he asserts dissenters’ rights.
The rights of a partial dissenter under this Code section are determined as if the shares as to which he dissents and his other shares were registered in the names of
different shareholders. (Code 1981, § 14-2-1303, enacted by Ga. L. 1988, p. 1070, § 1.)
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PART 2
PROCEDURE FOR EXERCISE OF DISSENTERS’ RIGHTS
§ 14-2-1320. Notice of dissenters’ rights.

(a) If proposed corporate action creating dissenters’ rights under Code Section 14-2-1302 is submitted to a vote at a shareholders’ meeting, the meeting notice
must state that shareholders are or may be entitled to assert dissenters’ rights under this article and be accompanied by a copy of this article.
(b) If corporate action creating dissenters’ rights under Code Section 14-2-1302 is taken without a vote of shareholders, the corporation shall notify in writing all
shareholders entitled to assert dissenters’ rights that the action was taken and send them the dissenters’ notice described in Code Section 14-2-1322 no later than ten
days after the corporate action was taken. (Code 1981, § 14-2-1320, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1993, p. 1231, § 17.)
§ 14-2-1321. Notice of intent to demand payment.

(a) If proposed corporate action creating dissenters’ rights under Code Section 14-2-1302 is submitted to a vote at a shareholders’ meeting, a record shareholder
who wishes to assert dissenters’ rights:
(1) Must deliver to the corporation before the vote is taken written notice of his intent to demand payment for his shares if the proposed action is effectuated;
and
(2) Must not vote his shares in favor of the proposed action.
(b) A record shareholder who does not satisfy the requirements of subsection (a) of this Code section is not entitled to payment for his shares under this article.
(Code 1981, § 14-2-1321, enacted by Ga. L. 1988, p. 1070, § 1.)
§ 14-2-1322. Dissenters’ notice.

(a) If proposed corporate action creating dissenters’ rights under Code Section 14-2-1302 is authorized at a shareholders’ meeting, the corporation shall deliver a
written dissenters’ notice to all shareholders who satisfied the requirements of Code Section 14-2-1321.
(b) The dissenters’ notice must be sent no later than ten days after the corporate action was taken and must:
(1) State where the payment demand must be sent and where and when certificates for certificated shares must be deposited;
(2) Inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received;
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(3) Set a date by which the corporation must receive the payment demand, which date may not be fewer than 30 nor more than 60 days after the date
the notice required in subsection (a) of this Code section is delivered; and
(4) Be accompanied by a copy of this article. (Code 1981, § 14-2-1321, enacted by Ga. L. 1988, p. 1070, § 1.)
§ 14-2-1323. Duty to demand payment.

(a) A record shareholder sent a dissenters’ notice described in Code Section 14-2-1322 must demand payment and deposit his certificates in accordance with the
terms of the notice.
(b) A record shareholder who demands payment and deposits his shares under subsection (a) of this Code section retains all other rights of a shareholder until
these rights are canceled or modified by the taking of the proposed corporate action.
(c) A record shareholder who does not demand payment or deposit his share certificates where required, each by the date set in the dissenters’ notice, is not
entitled to payment for his shares under this article. (Code 1981, § 14-2-1323, enacted by Ga. L. 1988, p. 1070, § 1.)
§ 14-2-1324. Share restrictions.

(a) The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is
taken or the restrictions released under Code Section 14-2-1326.
(b) The person for whom dissenters’ rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are canceled or
modified by the taking of the proposed corporate action. (Code 1981, § 14-2-1324, enacted by Ga. L. 1988, p. 1070, § 1.)
§ 14-2-1325. Offer of payment.

(a) Except as provided in Code Section 14-2-1327, within ten days of the later of the date the proposed corporate action is taken or receipt of a payment demand,
the corporation shall by notice to each dissenter who complied with Code Section 14-2-1323 offer to pay to such dissenter the amount the corporation estimates to be
the fair value of his or her shares, plus accrued interest.
(b) The offer of payment must be accompanied by:

(1) The corporation’s balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year,
a statement of changes in shareholders’ equity for that year, and the latest available interim financial statements, if any;
(2) A statement of the corporation’s estimate of the fair value of the shares;
5
(3) An explanation of how the interest was calculated;
(4) A statement of the dissenter’s right to demand payment under Code Section 14-2-1327; and
(5) A copy of this article.
(c) If the shareholder accepts the corporation’s offer by written notice to the corporation within 30 days after the corporation’s offer or is deemed to have
accepted such offer by failure to respond within said 30 days, payment for his or her shares shall be made within 60 days after the making of the offer or the taking of
the proposed corporate action, whichever is later. (Code 1981, § 14-2-1325, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 59; Ga. L. 1993, p. 1231, § 18.)
§ 14-2-1326. Failure to take action.

(a) If the corporation does not take the proposed action within 60 days after the date set for demanding payment and depositing share certificates, the corporation
shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares.
(b) If, after returning deposited certificates and releasing transfer restrictions, the corporation takes the proposed action, it must send a new dissenters’ notice
under Code Section 14-2-1322 and repeat the payment demand procedure. (Code 1981, § 14-2-1326, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1990, p. 257, § 20.)
§ 14-2-1327. Procedure if shareholder dissatisfied with payment or offer.

(a) A dissenter may notify the corporation in writing of his own estimate of the fair value of his shares and amount of interest due, and demand payment of his
estimate of the fair value of his shares and interest due, if:
(1) The dissenter believes that the amount offered under Code Section 14-2-1325 is less than the fair value of his shares or that the interest due is incorrectly
calculated; or
(2) The corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on
uncertificated shares within 60 days after the date set for demanding payment.
(b) A dissenter waives his or her right to demand payment under this Code section and is deemed to have accepted the corporation’s offer unless he or she
notifies the corporation of his or her demand in writing under subsection (a) of this Code section within 30 days after the corporation offered payment for his or her
shares, as provided in Code Section 14-2-1325.
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(c) If the corporation does not offer payment within the time set forth in subsection (a) of Code Section 14-2-1325:
(1) The shareholder may demand the information required under subsection (b) of Code Section 14-2-1325, and the corporation shall provide the information to
the shareholder within ten days after receipt of a written demand for the information; and
(2) The shareholder may at any time, subject to the limitations period of Code Section 14-2-1332, notify the corporation of his own estimate of the fair value of
his shares and the amount of interest due and demand payment of his estimate of the fair value of his shares and interest due. (Code 1981, § 14-2-1327, enacted by Ga.
L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 60; Ga. L. 1990, p. 257, § 21; Ga. L. 1993, p. 1231, § 19.)
PART 3
JUDICIAL APPRAISAL OF SHARES
§ 14-2-1330. Court action.

(a) If a demand for payment under Code Section 14-2-1327 remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the
payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60
day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.
(b) The corporation shall commence the proceeding, which shall be a nonjury equitable valuation proceeding, in the superior court of the county where a
corporation’s registered office is located. If the surviving corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding
in the county in this state where the registered office of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located.
(c) The corporation shall make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the proceeding, which shall have
the effect of an action quasi in rem against their shares. The corporation shall serve a copy of the petition in the proceeding upon each dissenting shareholder who is a
resident of this state in the manner provided by law for the service of a summons and complaint, and upon each nonresident dissenting shareholder either by registered
or certified mail or statutory overnight delivery or by publication, or in any other manner permitted by law.
(d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) of this Code section is plenary and exclusive. The court may
appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the
order appointing them or in any amendment to it. Except as otherwise provided in this chapter, Chapter 11 of Title 9, known as the “Georgia Civil Practice Act,” applies
to any proceeding with respect to dissenters’ rights under this chapter.
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(e) Each dissenter made a party to the proceeding is entitled to judgment for the amount which the court finds to be the fair value of his shares, plus
interest to the date of judgment. (Code 1981, § 14-2-1330, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 61; Ga. L. 1993, p. 1231, § 20; Ga. L.
2000, p. 1589, § 3.)
§ 14-2-1331. Court costs and counsel fees.

(a) The court in an appraisal proceeding commenced under Code Section 14-2-1330 shall determine all costs of the proceeding, including the reasonable
compensation and expenses of appraisers appointed by the court, but not including fees and expenses of attorneys and experts for the respective parties. The court shall
assess the costs against the corporation, except that the court may assess the costs against all or some of the dissenters, in amounts the court finds equitable, to the extent
the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under Code Section 14-2-1327.
(b) The court may also assess the fees and expenses of attorneys and experts for the respective parties, in amounts the court finds equitable:
(1) Against the corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of Code
Sections 14-2-1320 through 14-2-1327; or
(2) Against either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed
acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this article.
(c) If the court finds that the services of attorneys for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those
services should not be assessed against the corporation, the court may award to these attorneys reasonable fees to be paid out of the amounts awarded the dissenters who
were benefited. (Code 1981, § 14-2-1331, enacted by Ga. L. 1988, p. 1070, § 1.)
§ 14-2-1332. Limitation of actions.

No action by any dissenter to enforce dissenters’ rights shall be brought more than three years after the corporate action was taken, regardless of whether notice
of the corporate action and of the right to dissent was given by the corporation in compliance with the provisions of Code Section 14-2-1320 and Code Section 14-2-
1322. (Code 1981, § 14-2-1332, enacted by Ga. L. 1988, p. 1070, § 1.)
8
Exhibit (a)(5)(D)
Filed
10 May 11 A11:37
Amalia Rodriguez-Mendoza
District Clerk
Travis District
D-1-GN-10-001493
NO. D-1-GN-10-001493
IRVING M. PINKUS C/F GABRIEL P. § IN THE DISTRICT COURT OF

PINKUS UTMA/IN, Individually and On §
Behalf of All Others Similarly Situated, §
§
Plaintiff, §
§
v. §
§ TRAVIS COUNTY, TEXAS
HEALTHTRONICS, INC., R. STEVEN §
HICKS, DONNY R. JACKSON, TIMOTHY J. §
LINDGREN, KENNETH S. SHIFRIN, ARGIL §
J. WHEELOCK, JAMES S. B. §
WHITTENBURG, ENDO §
PHARMACEUTICALS HOLDINGS INC., and §
HT ACQUISITION CORP., §
§
Defendants. § 98 JUDICIAL DISTRICT
CLASS ACTION PETITION FOR BREACH OF FIDUCIARY DUTY

AND INJUNCTIVE RELIEF
NOW COMES plaintiff, on behalf of himself and all others similarly situated for his Petition for Breach of Fiduciary Duty and Injunctive Relief and in support
hereof would show the Court as follows:
DISCOVERY CONTROL DESIGNATION
1. Pursuant to Rules 190.1 and 190.4 of the Texas Rules of Civil Procedure, plaintiff would show that discovery is intended to be conducted under Level 3 of this
rule due to the complexity of this case.
INTRODUCTION
2. This is a class action on behalf of the public shareholders of HealthTronics, Inc. (“HealthTronics” or the “Company”) against HealthTronics and its Board of
Directors (the “Board” or “Individual Defendants”) to enjoin the proposed acquisition of HealthTronics by
Endo Pharmaceuticals Holdings, Inc. and its wholly-owned subsidiary, HT Acquisition Corp. (collectively, “Endo”). On or about May 5, 2010, the Board announced
that it had caused HealthTronics to enter into a definitive agreement and plan of merger (“Merger Agreement”) to be acquired by Endo in a cash transaction by means
of an all-cash tender offer (the “Tender Offer”) and second-step merger with a net transaction value approximately $223 million (the “Proposed Transaction”). The
Company’s shareholders will either accept the proposed Tender Offer and tender their shares or else be cashed out in the anticipated follow-on acquisition.
3. This Tender Offer and Proposed Transaction are particularly troubling in light of the fact that the Company’s President and Chief Executive Officer (“CEO”),
defendant James S.B. Whittenburg, and certain other key HealthTronics executives have entered into new employment agreements, to be effective upon closing of the
offer, providing for their continued employment with the combined company following the Proposed Transaction.
4. In approving the Merger Agreement, the Individual Defendants breached their fiduciary duties to the plaintiff and the Class (defined herein). Furthermore,
Endo and the Company knowingly aided and abetted the Individual Defendants’ breaches of fiduciary duty. Plaintiff seeks to enjoin the Proposed Transaction or,
alternatively, rescind the Proposed Transaction in the event defendants are able to consummate it.
JURISDICTION AND VENUE
5. This Court has jurisdiction over each defendant named herein because each defendant is either a corporation that conducts business in and maintains
operations in this County, or is an individual who has sufficient minimum contacts with Texas so as to render the exercise of jurisdiction by the Texas courts
permissible under traditional notions of fair play and
2
substantial justice. Furthermore, HealthTronics conducts business in Texas and has its principal place of business at 9825 Spectrum Drive, Building 3, Austin, Texas,
78717.
6. Venue is proper in this Court because one or more of the defendants either resides or maintains executive offices in this County, a substantial portion of the
transactions and wrongs complained of herein, including the defendants’ primary participation in the wrongful acts detailed herein in violation of fiduciary duties owed
to HealthTronics shareholders occurred in this County, and defendants have received substantial compensation in this County by doing business here and engaging in
numerous activities that had an effect in this County.
THE PARTIES
7. Plaintiff is, and has been continuously throughout all times relevant hereto, the owner of HealthTronics common stock.
8. Defendant HealthTronics is a Georgia corporation and maintains its principal executive offices at 9825 Spectrum Drive, Building 3, Austin, Texas, 78717.
HealthTronics provides healthcare services, and manufactures medical devices primarily for the urology community in the United States. The Company’s common
stock trades on the Nasdaq stock exchange under the ticker “HTRN.” As of February 28, 2010 there were 45,587,235 shares of HealthTronics common stock
outstanding.
9. Defendant R. Steven Hicks (“Hicks”) has been a HealthTronics director since November 2004 and became the Company’s Non-Executive Chairman in March
2006. According the Company’s Annual Proxy Statement filed with the United States Securities and Exchange Commission (“SEC”) on Form DEF 14A on March 29,
2010 (the “2010 Proxy”), Hicks became a HealthTronics director following the merger of HealthTronics and Prime Medical Services Inc. (“Prime Medical”). In
addition, according to the 2010 Proxy, Hicks is a
3
member of the Company’s Compensation Committee, the Executive Committee, and the Nominating and Corporate Governance Committee.
10. Defendant Donny R. Jackson (“Jackson”) has been a HealthTronics director since January 2003. According to the 2010 Proxy, Jackson is chair of the
Company’s Audit Committee and is a member of the Compensation Committee and the Executive Committee.
11. Defendant Timothy J. Lindgren (“Lindgren”) has been a HealthTronics director since January 2003. According to the 2010 Proxy, Lindgren is chair of the
Company’s Compensation Committee and the Nominating and Corporate Governance Committee, and is a member of the Audit Committee.
12. Defendant Kenneth S. Shifrin (“Shifrin”) has been a HealthTronics director since November 2004. According to the 2010 Proxy, Shifrin became a
HealthTronics director following the merger of HealthTronics and Prime Medical. In addition, Shifrin is chair of the Company’s Executive Committee, and is a member
of the Company’s Audit Committee and the Nominating and Corporate Governance Committee.
13. Defendant Argil J. Wheelock (“Wheelock”) has been a HealthTronics director since 1996. According to the 2010 Proxy, Wheelock served as our Chairman
and Chief Executive Officer from July 1996 until the closing of the Prime-HealthTronics merger in November 2004 when he became the Company’s Nonexecutive
Chairman. In October 2005, Wheelock was appointed as Executive Chairman and he resigned this position in March 2006 and continues to serve as a member of our
Board of Directors. Wheelock also serves as HealthTronics’ Chief Medical Advisor.
14. Defendant James S.B. Whittenburg (“Whittenburg”) has been a HealthTronics director since August 2007 when he was also appointed the Company’s
President and CEO.
4
According to the 2010 Proxy, Whittenburg served as President of the Company’s Urology Division, and he was the HealthTronics acting President and CEO from May
2007 until August 2007. He also served as President of the Specialty Vehicle Manufacturing Division from December 2005 until its sale in July 2006 and was the
Company’s General Counsel and Senior Vice President –Development from March 2004 until June 2006. Previously Whittenburg practiced law at Akin Gump Strauss
Hauer & Feld LLP, where he specialized in corporate and securities law and he is also a CPA.
15. Defendant Endo Pharmaceuticals Holdings Inc. is a Delaware corporation and maintains its principal executive offices at 100 Endo Boulevard, Chadds Ford,
Pennsylvania, 19317. Endo Pharmaceuticals Holdings Inc., through its subsidiary, Endo Pharmaceuticals Inc., engages in the research, development, manufacture,
marketing, and sale of branded and generic prescription pharmaceuticals in the United States.
16. Defendant HT Acquisition Corp. is a Georgia corporation and is a wholly-owned subsidiary of Endo Pharmaceuticals Holdings Inc. that was created for the
sole purpose of effecting the Proposed Transaction.
17. The defendants identified in ¶¶ 9-14 are collectively referred to herein as the “Individual Defendants.” By reason of their positions as officers and/or
directors of the Company, the Individual Defendants are in a fiduciary relationship with plaintiff and the other public shareholders of HealthTronics, and owe plaintiff
and HealthTronics’ other shareholders the highest obligations of loyalty, good faith, fair dealing, due care, and full and fair disclosure.
18. Each of the Individual Defendants at all times had the power to control and direct HealthTronics to engage in the misconduct alleged herein. The Individual
Defendants’ fiduciary
5
obligations required them to act in the best interest of plaintiff and all HealthTronics shareholders.
19. Each of the Individual Defendants owes fiduciary duties of good faith, fair dealing, loyalty, candor, and due care to plaintiff and the other members of the
Class. They are acting in concert with one another in violating their fiduciary duties as alleged herein, and, specifically, in connection with the Proposed Transaction.
CONSPIRACY, AIDING AND ABETTING, AND CONCERTED ACTION
20. In committing the wrongful acts alleged herein, the defendants have pursued, or joined in the pursuit of, a common course of conduct, and acted in concert
with and conspired with one another, in furtherance of their common plan or design. In addition to the wrongful conduct herein alleged as giving rise to primary
liability, the Individual Defendants further aided and abetted and/or assisted each other in breach of their respective duties as herein alleged.
21. Each of the defendants herein aided and abetted and rendered substantial assistance in the wrongs complained of herein. In taking such actions, as
particularized herein, to substantially assist the commission of the wrongdoing complained of, each defendant acted with knowledge of the primary wrongdoing,
substantially assisted the accomplishment of that wrongdoing, and was aware of his or her overall contribution to, and furtherance of, the wrongdoing. The defendants’
acts of aiding and abetting included, inter alia, the acts each of them are alleged to have committed in furtherance of the conspiracy, common enterprise and common
course of conduct complained of herein.
CLASS ACTION ALLEGATIONS
22. The Individual Defendants, as a result of their positions at HealthTronics, have received and continue to receive substantial financial benefits. The Individual
Defendants have
6
engaged in and/or aided and abetted and/or acquiesced in the wrongful actions complained of herein and resolved all conflicts of interest in favor of themselves to
protect and preserve their positions with HealthTronics and the financial benefits that flow therefrom.
23. Plaintiff brings this action, pursuant to Texas Rules of Civil Procedure 42, on his own behalf and as a class action on behalf of all holders of HealthTronics
stock who are being and will be harmed by defendants’ actions described herein (the “Class”). Excluded from the Class are defendants herein and any person, firm,
trust, corporation, or other entity related to or affiliated with any defendants.
24. This action is properly maintainable as a class action.
25. The Class is so numerous that joinder of all members is impracticable. As of February 28, 2010, there were 45,587,235 shares of HealthTronics common
stock outstanding, held by scores, if not hundreds, of individuals and entities scattered throughout the country.
26. Questions of law and fact are common to the Class, including, among others:
a. Whether defendants have breached their fiduciary duties owed to plaintiff and the Class; and
b. Whether defendants will irreparably harm plaintiff and the other members of the Class if defendants’ conduct complained of herein continues.
27. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. Plaintiffs claims are typical of the
claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, plaintiff is an adequate representative of
the Class and will fairly and adequately protect the interests of the Class.
7
28. The prosecution of separate actions by individual members of the Class would create the risk of inconsistent or varying adjudications with respect to
individual members of the Class that would establish incompatible standards of conduct for defendants, or adjudications with respect to individual members of
the Class that would, as a practical matter, be dispositive of the interests of the other members not parties to the adjudications or substantially impair or impede
their ability to protect their interests.
29. Defendants have acted, or refused to act, on grounds generally applicable, and causing injury to the Class and, therefore, final injunctive relief on behalf of
the Class as a whole is appropriate.
SUBSTANTIVE ALLEGATIONS
30. On March 4, 2010, HealthTronics issued a press release wherein it announced its fourth quarter 2009 financial results and its 2010 guidance. Therein, the
Company reported revenue from continuing operations for the fourth quarter of 2009 totaled $50.3 million, up from $44.6 million in the fourth quarter of 2008 and the
Company’s Adjusted EBITDA from continuing operations for the fourth quarter of 2009 was $8.5 million, which compares to $5.8 million in the fourth quarter of
2008. In addition, the Company disclosed revenue from continuing operations for the year ended December 31, 2009 totaled $185.3 million as compared to $165.9
million for the year ended December 31, 2008 and the Company’s Adjusted EBITDA from continuing operations for 2009 was $26.6 million compared to $22.0 million
in 2008. In fact, defendant Whittenburg was quite pleased HealthTronics progress. He commented:
Our Fourth Quarter and Year-End results mark excellent progress in our ability to successfully leverage our platform of unique relationships with over 2,500
urologists nationally. We continue to gain greater traction in our mission to improve both patient care and physician practice economics through delivering
exceptional products and services in urology. In 2006, roughly three-fourths of our urology revenue derived from lithotripsy. Since that time we have
8
aggressively expanded our scope of products and services, which now include uropathology, radiation therapy for prostate and other cancers, cryotherapy for
prostate, renal and other cancers, laser treatment for benign prostate enlargement, and a robust devices, maintenance and consumables business.
[Emphasis added].
31. The Company’s 2010 guidance discussed in that same press release reflects continued reinvestment into growth initiatives that help position the Company
for meaningful organic growth in 2011 and beyond. Defendant Whittenburg, again, commented:
As we move forward in 2010 and beyond, we believe, more than ever, that we possess a rare combination of strong urologist relationships, national scope and
scale, and demonstrated ability to creatively identify new products and services that foster growth. We will strive to build on our current momentum to create
additional value through organic growth and a disciplined approach to strategic acquisitions.
[Emphasis added].
32. Despite its recent strong performance in the face of some of the worst economic conditions in nearly 70 years, HealthTronics has willingly entered into the
Proposed Transaction to the detriment of its shareholders. On May 5, 2010, HealthTronics issued a press release wherein it announced the Proposed Transaction.
Specifically, Endo will commence an all cash tender offer to acquire all of the outstanding shares of HealthTronics common stock for approximately $223 million or
$4.85 per share in cash plus the assumption of debt. The Proposed Transaction has been approved by the boards of directors of both companies. The Tender Offer is
expected to commence within 10 business days of May 5, 2010 and to remain open until July 1,2010, subject to extension under certain circumstances.
33. The consummation of the Tender Offer is conditioned on the tender of a majority of outstanding HealthTronics shares on a fully diluted basis and other
customary closing conditions and is not subject to a financing condition. Following completion of the Tender
9
Offer, Endo will merge into HealthTronics and the HealthTronics shares not acquired in the Tender Offer will convert into the right to receive the same consideration as
paid in the Tender Offer.
34. Moreover, to the detriment of HealthTronics’ shareholders, the Merger Agreement’s terms substantially favor Endo and are calculated to unreasonably
dissuade potential suitors from making competing offers.
35. For example, the Individual Defendants have agreed to a “No Solicitation” provision in Section 6.5 of the Merger Agreement that unfairly restricts the Board
from soliciting alternative proposals by, among other things, constraining its ability to communicate with potential buyers, and in some circumstances, even consider
competing proposals. This provision also prohibits the Individual Defendants from initiating contact with possible buyers, even if they believe that communicating with
a potential bidder could reasonably lead to a superior offer or an offer more closely aligned with the interests of HealthTronics’ shareholders. Section 6.5(a) of the
Merger Agreement states, in relevant part:
(a) The Company shall not, nor shall it authorize or permit any of the Company Entities or its or their Representatives to, directly or indirectly, (i) solicit, initiate
or encourage, or take any other action designed to, or which would reasonably be expected to, facilitate, any Company Takeover Proposal, or (ii) enter into,
continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or access to the
properties, books or records of the Company or any Company Entity in connection with, or otherwise cooperate with, any proposal that constitutes, or would
reasonably be expected to lead to, any Company Takeover Proposal. The Company shall, and shall cause the Company Entities and its and their Representatives to,
immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any proposal that
constitutes, or would reasonably be expected to lead to, any Company Takeover Proposal and request the prompt return or destruction of all confidential information
previously furnished. Notwithstanding the foregoing, at any time prior to the Offer Closing, in response to a bona fide written Company Takeover Proposal that the
Company Board in good faith determines (after consultation with outside counsel and a financial advisor of nationally recognized
10
reputation) constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which Company Takeover Proposal was not solicited after the date
hereof, was made after the date hereof and did not otherwise result from a breach of this Section 6.5(a), the Company may, if a majority of the Company Board
determines (after consultation with outside counsel) that it is necessary to take such actions in order to comply with its fiduciary duties to the shareholders of the
Company under applicable Law, and subject to compliance with this Section 6.5(a) and Section 6.5(c) and after giving Parent written notice of such
determination, (x) furnish information with respect to the Company and the Company Entities to the Person making such Company Takeover Proposal (and its
Representatives) pursuant to a customary confidentiality agreement (which agreement shall include a customary “standstill” or similar covenant) not less
restrictive of such Person than the Confidentiality Agreement and containing provisions allowing necessary disclosures to Parent pursuant to Section 6.5(c)
hereof; provided that (1) all such information has previously been provided to Parent or is provided to Parent prior to the time it is provided to such Person and
(2) such customary confidentiality agreement expressly provides the right for the Company to comply with the terms of this Agreement, including Section 6.5(b)
and Section 6.5(c), and (y) participate in discussions or negotiations with the Person making such Company Takeover Proposal (and its Representatives)
regarding such Company Takeover Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.5(a) by
any Representative or Affiliate of the Company or any Company Entity shall be deemed to be a breach of this Section 6.5(a) by the Company.
[Emphasis added].
36. Furthermore, Section 6.5 of the Merger Agreement also gives Endo the opportunity to counter any potential “Superior Proposal” that is made to the
Company. Section 6.5(b) states, in relevant part:
(b) Neither the Company Board nor any committee thereof shall, (i)(A) withdraw (or qualify or modify in a manner adverse to Parent or Merger Sub), or publicly
propose to withdraw (or qualify or modify in a manner adverse to Parent or Merger Sub), the adoption, approval, recommendation or declaration of advisability by the
Company Board or any such committee thereof of this Agreement or the Transactions or (B) recommend, adopt, approve or declare advisable, or propose publicly to
recommend, adopt, approve or declare advisable, any Company Takeover Proposal (any action described in this clause (i) being referred to as a “ Company Adverse
Recommendation Change ”) or (ii) adopt, approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, or allow the
Company or any Company Entity to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition
agreement, option
11
agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, or that is intended to or is reasonably expected to
lead to, any Company Takeover Proposal (other than a confidentiality agreement referred to in Section 6.5(a) pursuant to and in accordance with the limitations
set forth therein). Notwithstanding the foregoing, at any time prior to the Offer Closing Date, the Company Board may make a Company Adverse
Recommendation Change if and only if the Company has received a Company Takeover Proposal that constitutes a Superior Proposal and a majority of the
Company Board determines (after consultation with outside counsel) that it is necessary to take such action in order to comply with its fiduciary duties to the
shareholders of the Company under applicable Law; provided , however , that prior to making any Company Adverse Recommendation Change, the Company
shall (X) deliver written notice to Parent advising Parent that the Company Board intends to make a Company Adverse Recommendation Change (a “
Company Notice of Adverse Recommendation ”), including the terms and conditions of the Superior Proposal that is the basis of the proposed action by the
Company Board, (Y) during the five (5) calendar day period following delivery of the Company Notice of Adverse Recommendation to Parent (the “ Notice
Period ”), direct its outside counsel and financial advisor to negotiate with Parent in good faith (to the extent Parent elects to negotiate) to make such
adjustments to the terms and conditions of this Agreement so that such Superior Proposal ceases to constitute a Superior Proposal and (Z) determine after
expiration of the Notice Period, upon consideration of the results of such negotiations and giving effect to the proposals made by Parent, if any, that such
Superior Proposal continues to constitute a Superior Proposal; provided , further, that, (1) if during the Notice Period any amendments or modifications are
made to the Superior Proposal and the Company Board in its good faith judgment determines (after consultation with its outside counsel and financial advisor)
that such revisions are material (it being understood that any change in the purchase price or form of consideration in such Superior Proposal shall be deemed a
material revision), the Company shall deliver a new Company Notice of Adverse Recommendation to Parent and shall comply with the requirements of this
Section 6.5(b) with respect to such new Company Notice of Adverse Recommendation.
[Emphasis added].
37. In addition, Section 6.5 of the Merger Agreement goes on to state that HealthTronics must notify Endo of any proposals, offers, or any overtures of interest
from other potential suitors and it must provide the identity of those potential suitors. Section 6.5(c) of the Merger Agreement states, in relevant part:
(c) In addition to the obligations of the Company set forth in Section 6.5(a) and Section 6.5(b), (i) the Company shall promptly advise Parent orally and in
12
writing (and in any case within 24 hours) of any Company Takeover Proposal or any inquiry that would reasonably be expected to lead to any Company
Takeover Proposal, the material terms and conditions of any such Company Takeover Proposal or inquiry (including any changes thereto) and the identity
of the Person making any such Company Takeover Proposal or inquiry and (ii) the Company shall (A) keep Parent fully and promptly informed of the status
and material details (including any change to any material term thereof) of any such Company Takeover Proposal or inquiry and (B) provide to Parent
promptly after receipt or delivery thereof copies of all correspondence and other written material sent or provided to the Company or any Company Entity
from any Person that describes any of the terms or conditions of any Company Takeover Proposal or inquiry. In addition, during the period from the date of
this Agreement through the Offer Closing, the Company shall not terminate, amend, modify or waive any provision of any confidentiality agreement to which it
or any Company Entity is a party. During such period, the Company shall enforce, to the fullest extent permitted under applicable Law, the provisions of any
such agreement, including by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in
any court of the United States of America or of any state having jurisdiction.
38. Section 1.4 of the Merger Agreement grants Endo an irrevocable option (the “Top-Up Option”). Section 1.4(a) states:
(a) The Company grants to Merger Sub an irrevocable option, exercisable once upon the terms and subject to the conditions set forth herein, for so long as this
Agreement has not been terminated pursuant to ARTICLE VIII (the “ Top-Up Option ”), to purchase from the Company up to the number of authorized and unissued
shares of Company Common Stock (including as authorized and unissued shares, for purposes of this Section 1.4, any shares of Company Common Stock held in the
treasury of the Company) equal to the number of shares that, when added to the number of shares owned by Merger Sub at the time of exercise of the Top-Up Option,
constitutes one share more than the number of shares (the “ Requisite Short-Form Merger Shares ”) entitled to cast 90% of all the votes entitled to be cast by the
holders of the Company Common Stock on the Merger after the issuance of all shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted
basis or, as may be elected by Parent, on a primary basis as of immediately prior to the issuance of such shares (such shares to be issued upon exercise of the Top-Up
Option, the “ Top-Up Shares ”).
39. In other words, even if Endo acquires just 50.1% of the Company through the Tender Offer, it would have the ability to exercise the Top-Up Option and
dilute the economic interests of any remaining public shareholders including plaintiff and members of the putative
13
Class. The coercive effect of the Top-Up Option is patently obvious. Unless Endo gets the whole Company in the Tender Offer, it could exercise the Top-Up Option
and the public shareholders would be frozen out.
40. Further locking control of the Company up in favor of Endo is Section 8.2 of the Merger Agreement which contains a “Termination Fee” of $8 million. This
Termination Fee is payable if, among other things, the Individual Defendants cause the Company to terminate the Merger Agreement pursuant to the lawful exercise of
their fiduciary duties.
41. As if the actions described in the preceding paragraphs were not enough, as an inducement to enter into the Merger Agreement, and in consideration thereof,
Whittenburg and certain of the Company’s executives have entered into shareholder tender agreements with Endo wherein each of them has irrevocably agreed to
tender the shares of HealthTronics common stock beneficially owned by them in the Tender Offer. Furthermore, Whittenburg and the same HealthTronics executives
have entered into new employment agreements, to be effective upon closing of the Tender Offer, providing for their continued employment with the combined company
following the Proposed Transaction.
42. These acts, combined with other defensive measures the Company has in place, effectively preclude any other bidders that might be interested in paying
more than Endo for the Company from taking their bids directly to the Company’s owners – its shareholders – and allowing those shareholders to decide for themselves
whether they would prefer higher offers to the Proposed Transaction.
43. The consideration to be paid to plaintiff and the Class in the Proposed Transaction also is unfair and grossly inadequate because, among other things, the
intrinsic value of HealthTronics is materially in excess of the amount offered in the Proposed Transaction, giving
14
due consideration to the Company’s anticipated operating results, net asset value, cash flow profitability and established markets.
44. The Proposed Transaction will deny Class members their right to share proportionately and equitably in the true value of Company’s valuable and profitable
business, and future growth in profits and earnings, at a time when the Company is poised to increase its profitability.
45. As a result, defendants have breached the fiduciary duties they owe to the Company’s public shareholders because the shareholders will not receive adequate
or fair value for their HealthTronics common stock in the Proposed Transaction.
COUNT I
(Breach of Fiduciary Duty against the Individual Defendants)
46. Plaintiff repeats and re-alleges the preceding allegations as if fully set forth herein.
47. As members of the Company’s Board, the Individual Defendants have fiduciary obligations to: (a) undertake an appropriate evaluation of HealthTronics’ net
worth as a merger/acquisition candidate; (b) take all appropriate steps to enhance HealthTronics’ value and attractiveness as a merger/acquisition candidate; (c) act
independently to protect the interests of the Company’s public shareholders; (d) adequately ensure that no conflicts of interest exist between the Individual Defendants’
own interests and their fiduciary obligations, and, if such conflicts exist, to ensure that all conflicts are resolved in the best interests of HealthTronics’ public
shareholders; (e) actively evaluate the Proposed Transaction and engage in a meaningful auction with third parties in an attempt to obtain the best value on any sale of
HealthTronics; and
15
(f) disclose all material information in soliciting shareholder approval of the Proposed Transaction.
48. The Individual Defendants have breached their fiduciary duties to plaintiff and the Class.
49. As alleged herein, defendants have initiated a process to sell HealthTronics that undervalues the Company and vests them with benefits that are not shared
equally by HealthTronics’ public shareholders – a clear effort to take advantage of the temporary depression in HealthTronics’ stock price caused by the current
economic conditions. In addition, by agreeing to the Proposed Transaction, defendants have capped the price of HealthTronics at a price that does not adequately reflect
the Company’s true value. Defendants also failed to sufficiently inform themselves of HealthTronics’ value, or disregarded the true value of the Company, in an effort
to benefit themselves. Furthermore, any alternate acquirer will be faced with engaging in discussions with a management team and Board that is committed to the
Proposed Transaction.
50. As such, unless the Individual Defendants’ conduct is enjoined by the Court, they will continue to breach their fiduciary duties to plaintiff and the other
members of the Class, and will further a process that inhibits the maximization of shareholder value.
51. Plaintiff and the members of the Class have no adequate remedy at law.
COUNT II
(Aiding and Abetting the Board’s Breaches of Fiduciary Duty against

HealthTronics and Endo)
52. Plaintiff repeats and re-alleges the preceding allegations as if fully set forth herein.
16
53. Defendants HealthTronics and Endo knowingly assisted the Individual Defendants’ breaches of fiduciary duty in connection with the Proposed
Transaction, which, without such aid, would not have occurred. In connection with discussions regarding the Proposed Transaction, HealthTronics provided, and
Endo obtained, sensitive non-public information concerning HealthTronics’ operations and thus had unfair advantages which enabled it to acquire the Company
at an unfair and inadequate price.
54. As a result of this conduct, plaintiff and the other members of the Class have been and will be damaged in that they have been and will be prevented from
obtaining a fair price for their HealthTronics shares.
WHEREFORE, plaintiff prays for judgment and relief as follows:
A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative;
B. Preliminarily and permanently enjoining defendants and all persons acting in concert with them, from proceeding with, consummating, or closing the
Proposed Transaction;
C. In the event defendants consummate the Proposed Transaction, rescinding it and setting it aside or awarding rescissory damages to plaintiff and the Class;
D. Directing defendants to account to plaintiff and the Class for their damages sustained because of the wrongs complained of herein;
E. Awarding plaintiff the costs of this action, including reasonable allowance for plaintiffs attorneys’ and experts’ fees; and
F. Granting such other and further relief as this Court may deem just and proper.
17
JURY TRIAL DEMANDED
Plaintiff hereby demands a trial by jury.
Dated: May 11, 2010.
Respectfully submitted,
/s/ Thomas E. Bilek
Thomas E. Bilek
State Bar No. 02313525
THE BILEK LAW FIRM, L.L.P.
808 Travis, Suite 802
Houston, Texas 77002
(713) 227-7720
FAX (713) 227-9404
LOCAL COUNSEL FOR PLAINTIFF
OF COUNSEL:
RIGRODSKY & LONG, P.A.

Seth D. Rigrodsky
Brian D. Long
Timothy J. MacFall
919 North Market Street, Suite 980
Wilmington, DE 19801
Tel.: (302) 295-5310
Fax: (302) 654-7530
18
Exhibit (a)(5)(E)
Filed
10 May 13 A9:33
District Clerk
Travis District
D-1-GN-10-001527
CAUSE NO. D-1-GN-10-001527
NITTIN NAMJOSHI, On Behalf of § IN THE DISTRICT COURT

Himself and All Others Similarly Situated, §
§
Plaintiff, §
vs. §
§
HEALTHTRONICS, INC., JAMES S.B. § TRAVIS COUNTY, TEXAS
WHITTENBURG, ARGIL J. §
WHEELOCK, KENNETH S. SHIFRIN, §
R. STEVEN HICKS, DONNY R. §
JACKSON, TIMOTHY J. LINDGREN, §
AND ENDO PHARMACEUTICALS §
HOLDINGS, INC., §
§
Defendants. § JUDICIAL DISTRICT
§
CLASS ACTION PETITION

FOR BREACH OF FIDUCIARY DUTY AND INJUNCTIVE RELIEF
Plaintiff Nittin Namjoshi, by his undersigned attorneys, for his class action complaint against defendants, allege upon knowledge as to its own acts and upon
information and belief as to all other matters, based upon the investigation made by and through his attorneys, which investigation included, inter alia, reviewing
Securities and Exchange Commission (“SEC”) filings, press releases, analyst reports, news articles and/or other materials, as follows:
DISCOVERY LEVEL
Pursuant to Rule 190.1 of the Texas Rules of Civil Procedure, Plaintiff would show that discovery is intended to be conducted under Level 3 of this Rule due to
the complexity of this case.
INTRODUCTION
1. This is a stockholder class action brought by plaintiff on behalf of himself and the public shareholders of HealthTronics, Inc. (“HealthTronics” or the
“Company”) against the
Plaintiff’s Original Petition – Page 1

Company and certain of its officers and directors arising out of an agreement to sell HealthTronics to Endo Pharmaceuticals Holdings, Inc., by and through its
subsidiary, HT Acquisition Corp (collectively “Endo”) via an unfair process, at an inadequate and unfair price, and with inadequate disclosures to the Company’s public
shareholders (the “Proposed Acquisition”). In pursuing the Proposed Acquisition, each of the defendants has violated applicable law by directly breaching and/or aiding
breaches of fiduciary duties of loyalty, due care, candor, independence, good faith, and fair dealing owed to plaintiff and the proposed class.
2. Under the terms of the Proposed Acquisition, Endo is conducting a shareholder tender offer to acquire all of the HealthTronics shares at $4.85. Thereafter,
Endo will merge into HealthTronics. HealthTronics has valued this proposed transaction at approximately $223 million. As part of the Proposed Acquisition, Defendant
Whittenberg and other members of HealhTronic’s management have irrevocably agreed to tender their shares.
3. The breach of fiduciary duty is manifest. Where, as here, a board of directors decides to sell control of the corporation, the board must perform its fiduciary
duties in the service of a specific objective: maximizing the sale price of the enterprise. In merger situations, a board of directors owes the company’s public
shareholders a fiduciary duty to obtain the highest prices possible for the benefit of the stockholders.
4. In short, the Proposed Acquisition caps at $4.85 per share the value in the Company held by plaintiff and the other public shareholders of HeallhTronics;
meanwhile, Endo will acquire a successful business with bright prospects for less than its true value.
5. The Proposed Acquisition is the product of a flawed process that was designed to ensure the sale of HealthTronics to Endo on terms preferential to Endo and
detrimental to plaintiff and the other public stockholders of HealthTronics. Plaintiff seeks to enjoin the

Proposed Acquisition, or alternatively, in the event the Proposed Acquisition is consummated, plaintiff seeks to recover damages caused by the breach of fiduciary
duties owed to the Company’s shareholders.
6. This Court has jurisdiction over this action and over defendants because HealthTronics maintains its principal place of business at 9825 Spectrum Drive, Bldg.
3, Austin, Texas 78717.
7. This Court has jurisdiction over the causes of action asserted herein pursuant to the Texas Constitution, Article V, Section 8, because this case is a cause not
given by statute to other trial courts.
8. Plaintiff’s claims herein are not preempted by federal law, nor does Plaintiff’s right to relief require the resolution of any substantial, disputed federal
question.
9. Plainitiff’s claims are not removable pursuant to the Class Action Fairness Act of 2005 (“CAFA”) because they fall within the exceptions set forth at 28
U.S.C. Sections 1332 (d)(9)(B) and (C).
10. Plaintiff’s claims are not removable pursuant to the Securities Litigation Uniform Standards Act of 1988 (“SLUSA”) because they fall within the exceptions
thereto.
11. Venue is proper in this Court because the conduct at issue took place and had an effect in this County.

PARTIES
12. Plaintiff Nittin Namjoshi is, and has been at all times relevant hereto, a shareholder of Healthtronics.
13. Defendant HealthTronics, headquartered at 9825 Spectrum Drive, Bldg. 3, Austin, Texas, is incorporated in the State of Georgia. HealthTronics provide
lithotripsy services, which is a medical procedure where a device called a lithotripter transmits high energy Shockwaves through the body to break up kidney stones,
and also provides treatments for benign and cancerous conditions of the prostate. Healthtronics trades on the NASDAQ exchange under the symbol “HTRN.”
14. Defendant James S.B. Whittenberg (“Whittenberg”) is the President and Chief Executive Officer and a director of HealthTronics since August 2007.
Defendant Whittenberg can be served with process at 9825 Spectrum Drive, Bldg. 3, Austin, Texas, 78717.
15. Defendant Argil J. Wheelock (“Wheelock”) is presently the Non-executive Chairman of the Board and previously served a the Company’s Chairman and
Chief Executive Officer from 1996 through November 2004. Defendant Wheelock can be served with process at 9825 Spectrum Drive, Bldg. 3, Austin, Texas, 78717.
16. Defendant Kenneth S. Shifrin (“Shifrin”) has been a HealthTronics director since 2004. Shifrin was Chairman of the Board of Prime Medical Services, Inc
before it merged with HealthTronics in November 2004. Defendant Shifrin can be served with process at 9825 Spectrum Drive, Bldg. 3, Austin, Texas, 78717.
17. Defendant R. Steven Hicks (“Hicks”) has been a HealthTronics director since 2004. Hicks became the Company’s Nonexecutive Chairman in March 2006.
Defendant Hicks can be served with process at 9825 Spectrum Drive, Bldg. 3, Austin, Texas, 7.

18. Defendant Donny R. Jackson (“Jackson”) has been a HealthTronics director since January 2003. Defendant Jackson can be served with process at
9825 Spectrum Drive, Bldg. 3, Austin, Texas, 78717.
19. Defendant Timothy J. Lindgren (“Lindgren”) has been a HealthTronics director since January 2003. Defendant Lindgren can be served with process at 9825
Spectrum Drive, Bldg. 3, Austin, Texas, 78717.
20. Defendant Endo Pharmaceuticals Holdings, Inc. (“Endo”) is a Delaware corporation with a principal place of business at 100 Endo Blvd., Chadds Ford, PA
19317. Endo is publicly traded company trading under the ticker symbol “ENDP” on the NASDAQ exchange.
21. The defendants identified in paragraphs 14-19 are at times collectively referred to as the “Individual Defendants.”
22. The Individual Defendants as officers and directors of HealthTronics have fiduciary duties to the public shareholders. The Individual Defendants, by reason
of their corporate directorship and/or executive positions, are fiduciaries to and for the Company’s shareholders, which fiduciary relationship requires them to exercise
their best judgment, and to act in a prudent manner and in the best interests of the Company’s shareholders. As alleged herein, they have breached their fiduciary duties
by failing to maximize shareholder value in a proposed sale of the Company.
23. Plaintiff brings this action on his own behalf and as a class action pursuant to Texas Rule of Civil Procedure 42, on behalf of all holders of HealthTronics
stock who are being and will be harmed by defendants’ actions described herein (the “Class”). Excluded from the

Class are defendants herein and any person, firm, trust, corporation or other entity related to or affiliated with any defendants.
25. The Class is so numerous that joinder of all members is impracticable. As of March 19, 2010, HealthTronics has outstanding approximately 45.5 million
shares owned by thousands of shareholders.
26. There are questions of law and fact which are common to the Class including, inter alia, the following:
a. whether the Individual Defendants have breached their fiduciary duties of undivided loyalty and due care with respect to Plaintiff and the other members
of the Class in connection with the Proposed Acquisiton;
b. whether the Individual Defendants have breached their fiduciary duties to secure and obtain the best price reasonable under the circumstances for the sale
of HealthTronics;
c. whether the Individual Defendants have erected barriers designed to deter interested bidders, other than Endo;
d. whether the Individual Defendants have disclosed to the Company’s public shareholders all material information necessary for said shareholders to make a
decision as to whether to tender their shares in support of the Proposed Acquisition;

e. whether the Offer Price payable to Plaintiff and the Class is unfair and inadequate; and
f. whether Plaintiff and the other members of the Class will be irreparably harmed if the transactions complained of herein are consummated.
Plaintiff’s claims are typical of the claims of the other members of the Class and Plaintiff does not have any interests adverse to the Class.
28. Plaintiff is an adequate representative of the Class, has retained competent counsel experienced in litigation of this nature and will fairly and adequately
protect the interests of the Class.
29. The prosecution of separate actions by individual members of the Class would create a risk of inconsistent or varying adjudications which would establish
incompatible standards of conduct for the party opposing the Class.
30. Defendants have acted on grounds generally applicable to the Class with respect to the matters complained of herein, thereby making appropriate the relief
sought herein with respect to the Class as a whole.
FACTUAL ALLEGATIONS
31. On May 5, 2010, HealthTronics and Endo announced that they had entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to
which the Company will acquire HealthTronics.
32. Pursuant to the terms of the Merger Agreement, and subject to the terms and conditions thereof, the Company (through Purchaser) has agreed to commence a
cash tender

offer to purchase all of the issued and outstanding shares of common stock of HealthTronics at a price of $4.85 per Share, net to the seller in cash (less any required
withholding taxes and without interest) (the “Offer Price”).
33. The Proposed Acquisition, if successful, will be followed by a merger (the “Merger”) of Purchaser with and into HealthTronics, with HealthTronics as the
surviving corporation and a wholly-owned subsidiary of the Company. In the Merger, any Shares not tendered into the Offer, other than Shares held by the Company,
HealthTronics, Purchaser or shareholders who have validly exercised their appraisal rights under the Georgia Business Corporation Code, will be cancelled and
automatically converted into the right to receive the same per share consideration paid to shareholders in the Proposed Acquisition.
34. Pursuant to the Merger Agreement and subject to certain exceptions, HealthTronics granted to Purchaser an irrevocable option (the “Top-Up Option”) to
purchase, at a per Share price equal to the Offer Price, newly-issued Shares in an amount up to the lowest number of Shares that, when added to the number of Shares
owned by Purchaser at the time of exercise of the Top-Up Option, will constitute one Share more than 90% of the total Shares outstanding on a fully-diluted basis. The
price per share to be paid for the Top-Up shares will be the Offer Price.
35. The Merger Agreement contains certain termination rights of the Company and HealthTronics and provides that, upon the termination of the Merger
Agreement under certain circumstances, HealthTronics would be required to pay the Company a termination fee equal to $8 million.
36. Concurrently with the execution and delivery of the Merger Agreement, the Company and Purchaser entered into an agreement with each of James S.B.
Whittenburg,

Richard A. Rusk, Clint B. Davis, Scott A. Herz, and Laura A. Miller pursuant to which each of them has irrevocably agreed to tender the shares of HealthTronics
common stock beneficially owned by such executive officer in the Offer. Also concurrently with the execution and delivery of the Merger Agreement, the Company
and Purchaser entered into an Executive Employment Agreement with each of James S.B. Whittenburg, Richard A. Rusk, Clint B. Davis, and Scott A. Herz, which
agreements will not become effective until the closing of the Offer.
37. On May 10, 2010, HealthTronics reported sharply higher revenues for the First Quarter of 2010. Total revenues for the three months ended March 31, 2010
increased $4,777,000 as compared to the same period in 2009. Revenues from the Company’s lithotripsy operations increased slightly in the first quarter of 2010 as
compared to the same period in 2009, and revenues from its prostate business increased $1,604,000 in the first quarter of 2010 as compared to the same period in 2009.
Prostate revenues from cryosurgery treatments increased $1,017,000 and, along with increased laser revenues of $403,000, were the primary driver of the total increase
in prostate revenues for the quarter ended March 31, 2010 as compared to the same quarter in 2009. Lithotripsy procedure revenues on a same store basis in the first
quarter of 2010 remained consistent with the same period in 2009. Manufacturing and consumable revenues for the period ended March 31, 2010 increased $2,564,000
from the same period in 2009. This increase is entirely driven by sales to external customers from our new Endocare subsidiary. Contract service revenues remained
consistent in the first quarter of 2010 with the same period in 2009. Revenues from our laboratory operations increased $756,000 in the quarter ended March 31, 2010
over the same period in 2009.
38. HealthTronics’ cash and cash equivalents were $5,618,000 and $8,412,000 at March 31, 2010 and December 31, 2009, respectively. Beginning in 2009, the
Company’s

subsidiaries began distributing available cash on a monthly basis, after establishing reserves for estimated capital expenditures and working capital. Prior to 2009, they
generally distributed all of their available cash quarterly, which lead to an accumulated cash balance at the end of each quarter. For the periods ended March 31, 2010
and 2009, our subsidiaries distributed cash of approximately $14,041,000 and $18,183,000, respectively, to non-controlling interest holders.
39. Accounts receivable as of March 31, 2010 has decreased $1,364,000 from December 31, 2009. This decrease relates primarily to the timing of collections.
Inventory as of March 31, 2010 totaled $11,216,000 and decreased $1,282,000 from December 31, 2009.
40. Endo’s acquisition of HealthTronics was timed to take advantage of Healthronic’s improving financial condition which will benefit Endo to the detriment of
Healthtronic’s public shareholders.
41. In moving towards the sale of the Company, the Individual Defendants initiated a process to sell HealthTronics that imposed a heightened fiduciary
responsibility on them. The Individual Defendants owed fundamental fiduciary obligations to the Company’s shareholders to take all necessary and appropriate steps to
maximize the value of their shares in implementing such a transaction. In this regard, the Individual Defendants had the responsibility to implement fair and active
bidding procedures or other mechanisms for reliably checking the market to assure that the highest possible price is achieved.
42. Unless enjoined by this Court, the defendants will continue to breach and/or aid the breaches of fiduciary duties owed to Plaintiff and the Class, and may
consummate the Proposed Merger which will deprive Class members of their fair share of HealthTronics’s valuable assets and businesses, to the irreparable harm of the
Class.
43. Plaintiff and the other members of the Class have no adequate remedy at law.

FIRST CAUSE OF ACTION
Claim for Breach of Fiduciary Duties
44. Plaintiff and the other members of the Class have no adequate remedy at law.
45. Plaintiff repeats and realleges each allegation set forth herein.
46. The defendants have violated their fiduciary duties of care, loyalty, candor, and independence owed under applicable law to the public shareholders of
HealthTronics and have acted to put their personal interests ahead of the interests of HealthTronics’s shareholders.
47. By the acts, transactions and courses of conduct alleged herein, defendants, individually and acting as a part of a common plan, are attempting to advance
their interests at the expense of Plaintiff and other members of the Class.
48. The Individual Defendants have violated their fiduciary duties by entering into a transaction with Schlumberger without regard to the fairness of the
transaction to HealthTronics’s shareholders. Defendant HealthTronics directly breached and/or aided and abetted the other defendants’ breaches of fiduciary duties
owed to Plaintiff and the other holders of HealthTronics stock.
49. By reason of the foregoing acts, practices and course of conduct, defendants have failed to exercise ordinary care and diligence in the exercise of their
fiduciary obligations toward Plaintiff and the other HealthTronics public stockholders.
50. As a result of the actions of defendants, Plaintiff and the other members of the Class have been and will be damaged in that they have not and will not
receive their fair proportion of the value of HealthTronics’s assets and businesses and will be prevented from obtaining appropriate consideration for their shares of
HealthTronics common stock.

51. Unless enjoined by this Court, the defendants will continue to breach their fiduciary duties owed to Plaintiff and the other members of the Class, and
may consummate the Merger and Merger which will exclude the Class from its fair proportionate share of HcalthTronics’s valuable assets and businesses, and/or
benefit them in the unfair manner complained of herein, all to the irreparable harm of the Class, as aforesaid.
52. Plaintiff and the Class have no adequate remedy at law. Only through the exercise of this Court’s equitable powers can Plaintiff and the Class be fully
protected from the immediate and irreparable injury which defendants’ actions threaten to inflict.
SECOND CAUSE OF ACTION

Aiding and Abetting Breaches of Fiduciary Duties
53. Plaintiff repeats and re-alleges each allegation set forth herein.
54. Defendants HealthTronics and Endo, by reason of their status as parties to the Proposed Acquisition and their possession of non-public information, have
aided and abetted the Individual Defendants in the aforesaid breach of their fiduciary duties.
55. Such breaches of fiduciary duties could not and would not have occurred but for the conduct of defendants HealthTronics and Endo, who, therefore, aided
and abetted such breaches by agreeing to Proposed Acquisition.
56. As a result of the unlawful actions of defendants HealthTronics and Endo, plaintiff and the other members of the Class will be irreparably harmed in that
they will not receive fair value for HealthTronics’ assets and business and will be prevented from obtaining the real value of their equity ownership in the Company.
Unless the actions of defendants are enjoined by the Court, they will continue to aid and abet the Individual Defendants’ breaches of their fiduciary duties owed to
plaintiff and the members of the Class.

57. Plaintiff and the Class have no adequate remedy at law.
PRAYER FOR RELIEF
FOR THESE REASONS, Plaintiff demands injunctive relief in its favor and in favor of the Class and against defendants as follows:
a. Declaring that this action is properly maintainable as a Class action;
b. Declaring and decreeing that the Merger Agreement was entered into in breach of the fiduciary duties of defendants and is therefore unlawful and
unenforceable;
c. Enjoining defendants, their agents, counsel, employees and all persons acting in concert with them from consummating the Merger and Merger, unless and
until the Company adopts and implements a procedure or process to obtain a merger agreement providing the best possible terms for shareholders;
d. Directing the Individual Defendants to exercise their fiduciary duties to obtain a transaction which is in the best interests of HealthTronics’s shareholders
until the process for the sale or auction of the Company is completed and the best possible consideration is obtained for HealthTronics;
e. Rescinding, to the extent already implemented, the Merger Agreement or any of the terms thereof;
f. Enjoining defendants from consummating the Merger and merger unless and until curative disclosures are made to HealthTronics shareholders;
g. Awarding Plaintiff the costs and disbursements of this action, including reasonable attorneys’ and experts’ fees; and

h. Granting such other and further equitable relief as this Court may deem just and proper.
Dated: May 12, 2010. Respectfully Submitted,
/s/ Hamilton Lindley
JOE KENDALL
HAMILTON LINDLEY
KENDALL LAW GROUP LLP
3232 McKinney, Ste. 700
Dallas, TX 75204
Tel: 214-744-3000
Fax: 214-744-3015
HARWOOD FEFFER LLP

Robert I. Harwood
Matthew M. Houston
488 Madison Avenue, 8th Floor
New York, NY 10022
Telephone: (212) 935-7400
RYAN & MANISKAS, LLP

Richard A. Maniskas, Esquire
995 Old Eagle School Rd., Ste. 311
Wayne, PA 19087
Telephone: (484) 588-5516
Counsel for Plaintiff Nittin Namjoshi

Exhibit (a)(5)(F)
Filed
10 May 14 P4:05
District Clerk
Travis District
D-1-GN-10-001555
CAUSE NO. D-1-GN-10-001555
ANTHONY CANCELLIERE, Individually §

and On Behalf of All Others Similarly §
Situated, §
§ IN THE DISTRICT COURT
Plaintiff, §
§
v. §
§
HEALTHTRONICS, INC., R. STEVEN § TRAVIS COUNTY, TEXAS
HICKS, DONNY R. JACKSON, TIMOTHY J. §
LINDGREN, KENNETH S. SHIFRIN, ARGIL §
J. WHEELOCK, JAMES S.B. §
WHITTENBURG, ENDO §
PHARMACEUTICALS HOLDINGS INC., and § JUDICIAL DISTRICT
HT ACQUISITION CORP., §
§
Defendants. §
CLASS ACTION PETITION

FOR BREACH OF FIDUCIARY DUTY AND INJUNCTIVE RELIEF
Plaintiff, by his undersigned attorneys, for his verified class action complaint against defendants, alleges upon personal knowledge with respect to himelf, and
upon information and belief based upon, inter alia , the investigation of counsel as to all other allegations herein, as follows:
NATURE OF THE ACTION
1. This is a class action on behalf of the public shareholders of HealthTronics, Inc. (“HealthTronics” or the “Company”) against HealthTronics and its Board of
Directors (the “Board or “Individual Defendants”) to enjoin the proposed acquisition of HealthTronics by Endo Pharmaceuticals Holdings, Inc. and its wholly-owned
subsidiary, HT Acquisition Corp. (collectively, “Endo”). On or about May 5, 2010, the Board announced that it had caused HealthTronics to enter into a definitive
agreement and plan of merger (“Merger Agreement”) to
be acquired by Endo in a cash transaction by means of an all-cash tender offer for $4.85 per share (the “Tender Offer”) and second-step merger with a net transaction
value approximately $223 million (the “Proposed Transaction”). The Company’s shareholders will either accept the proposed Tender Officer and tender their shares or
else be cashed out in the anticipated follow-on acquisition. As part of the Proposed Acquisition, Defendant Whittenberg and other members of HealthTronic’s
management have irrevocably agreed to tender their shares.
2. In approving the Merger Agreement, the Individual Defendants breached their fiduciary duties to the plaintiff and the Class (defined herein). Furthermore,
Endo and the Company knowingly aided and abetted the Individual Defendants’ breaches of fiduciary duty. Plaintiff seeks to enjoin the Proposed Transaction or,
alternatively, rescind the Proposed Transaction in the event defendants are able to consummate it.
3. This Court has jurisdiction over this action and over defendants because HealthTronics maintains its principal place of business at 9825 Spectrum Drive, Bldg.
3, Austin, Texas 78717.
4. This Court has jurisdiction over the causes of action asserted herein pursuant to the Texas Constitution, Article V, Section 8, because this case is a cause not
given by statute to other trial courts.
5. Plaintiffs claims herein are not preempted by federal law, nor does Plaintiffs right to relief require the resolution of any substantial, disputed federal question.
6. Plaintiff’s claims are not removable pursuant to the Class Action Fairness Act of 2005 (“CAFA”) because they fall within the exceptions set forth at 28 U.S.C.
Sections 1332(d)(9)(B) and (C).
2
7. Plaintiff’s claims are not removable pursuant to the Securities Litigation Uniform Standards Act of 1988 (“SLUSA”) because they fall within the
exceptions thereto.
8. Venue is proper in this Court because the conduct at issue took place and had an effect in this County.
PARTIES
9. Plaintiff is, and has been continuously throughout all times relevant hereto, the owner of HealthTronics common stock.
10. Defendant HealthTronics is a Georgia corporation and maintains its principal executive offices at 9825 Spectrum Drive, Building 3, Austin, Texas, 78717.
HealthTronics provides healthcare services, and manufactures medical devices primarily for the urology community in the United States. The Company’s common
stock trades on the Nasdaq stock exchange under the ticker “HTRN.” As of February 28, 2010 there were 45,587,235 shares of HealthTronics common stock
outstanding. Defendant HealthTronics may be served with process at 9825 Spectrum Drive, Building 3, Austin, Texas, 78717.
11. Defendant R. Steven Hicks (“Hicks”) has been a HealthTronics director since November 2004 and became the Company’s Non-Executive Chairman in
March 2006. According the Company’s Annual Proxy Statement filed with the United States Securities and Exchange Commission (“SEC”) on Form DEF 14A on
March 29, 2010 (the “2010 Proxy”), Hicks became a HealthTronics director following the merger of HealthTronics and Prime Medical Services Inc. (“Prime Medical”).
In addition, according to the 2010 Proxy, Hicks is a member of the Company’s Compensation Committee, the Executive Committee, and the Nominating and Corporate
Governance Committee. Defendant Hicks may be served with process at 9825 Spectrum Drive, Building 3, Austin, Texas, 78717.
3
12. Defendant Donny R. Jackson (“Jackson”) has been a HealthTronics director since January 2003. According to the 2010 Proxy, Jackson is chair of the
Company’s Audit Committee and is a member of the Compensation Committee and the Executive Committee. Defendant Jackson may be served with process at
9825 Spectrum Drive, Building 3, Austin, Texas, 78717.
13. Defendant Timothy J. Lindgren (“Lindgren”) has been a HealthTronics director since January 2003. According to the 2010 Proxy, Lindgren is chair of the
Company’s Compensation Committee and the Nominating and Corporate Governance Committee, and is a member of the Audit Committee. Defendant Lindgren may
be served with process at 9825 Spectrum Drive, Building 3, Austin, Texas, 78717.
14. Defendant Kenneth S. Shifrin (“Shifrin”) has been a HealthTronics director since November 2004. According to the 2010 Proxy, Shifrin became a
HealthTronics director following the merger of HealthTronics and Prime Medical. In addition, Shifrin is chair of the Company’s Executive Committee, and is a member
of the Company’s Audit Committee and the Nominating and Corporate Governance Committee. Defendant Shifrin may be served with process at 9825 Spectrum Drive,
Building 3, Austin, Texas, 78717.
15. Defendant Argil J. Wheelock (“Wheelock”) has been a HealthTronics director since 1996. According to the 2010 Proxy, Wheelock served as our Chairman
and Chief Executive Officer from July 1996 until the closing of the Prime-HealthTronics merger in November 2004 when he became the Company’s Nonexecutive
Chairman. In October 2005, Wheelock was appointed as Executive Chairman and he resigned this position in March 2006 and continues to serve as a member of our
Board of Directors. Wheelock also serves as HealthTronics’ Chief Medical Advisor. Defendant Wheelock may be served with process at 9825 Spectrum Drive,
Building 3, Austin, Texas, 78717.
4
16. Defendant James S.B. Whittenburg (“Whittenburg”) has been a HealthTronics director since August 2007 when he was also appointed the Company’s
President and CEO. According to the 2010 Proxy, Whittenburg served as President of the Company’s Urology Division, and he was the HealthTronics acting
President and CEO from May 2007 until August 2007. He also served as President of the Specialty Vehicle Manufacturing Division from December 2005 until
its sale in July 2006 and was the Company’s General Counsel and Senior Vice President – Development from March 2004 until June 2006. Previously
Whittenburg practiced law at Akin Gump Strauss Hauer & Feld LLP, where he specialized in corporate and securities law and he is also a CPA. Defendant
Whittenburg may be served with process at 9825 Spectrum Drive, Building 3, Austin, Texas, 78717.
17. Defendant Endo Pharmaceuticals Holdings Inc. (“Endo”) is a Delaware corporation and maintains its principal executive offices at 100 Endo Boulevard,
Chadds Ford, Pennsylvania, 19317. Endo Pharmaceuticals Holdings Inc., through its subsidiary, Endo Pharmaceuticals Inc., engages in the research, development,
manufacture, marketing, and sale of branded and generic prescription pharmaceuticals in the United States. Defendant Endo may be served with process at 100 Endo
Boulevard, Chadds Ford, Pennsylvania, 19317.
18. Defendant HT Acquisition Corp. (“HT”) is a Georgia corporation and is a wholly-owned subsidiary of Endo Pharmaceuticals Holdings Inc. that was created
for the sole purpose of effecting the Proposed Transaction. Defendant HT may be served at 100 Endo Boulevard, Chadds Ford, Pennsylvania, 19317.
5
19. The defendants identified in ¶¶ 11-17 are collectively referred to herein as the “Individual Defendants.” By reason of their positions as officers and/or
directors of the Company, the Individual Defendants are in a fiduciary relationship with plaintiff and the other public shareholders of HealthTronics, and owe
plaintiff and HealthTronics’ other shareholders the highest obligations of loyalty, good faith, fair dealing, due care, and full and fair disclosure.
20. Each of the Individual Defendants at all times had the power to control and direct HealthTronics to engage in the misconduct alleged herein. The Individual
Defendants’ fiduciary obligations required them to act in the best interest of plaintiff and all HealthTronics shareholders.
21. Each of the Individual Defendants owes fiduciary duties of good faith, fair dealing, loyalty, candor, and due care to plaintiff and the other members of the
Class. They are acting in concert with one another in violating their fiduciary duties as alleged herein, and, specifically, in connection with the Proposed Transaction.
22. Plaintiff brings this action on his own behalf and as a class action on behalf of himself and the public shareholders of HealthTronics (the “Class”). Excluded
from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any defendant.
24. The Class is so numerous that joinder of all members is impracticable. As of February 28, 2010, there were 45,587,235 shares of HealthTronics common
stock outstanding, held by hundreds, if not thousands, of individuals and entities scattered throughout the country.
25. Questions of law and fact are common to the Class, including, among others:
a. Whether defendants have breached their fiduciary duties owed to plaintiff and the Class; and
6
b. Whether defendants will irreparably harm plaintiff and the other members of the Class if defendants’ conduct complained of herein
continues.
26. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. Plaintiff’s claims are typical of
the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, plaintiff is an adequate representative
of the Class and will fairly and adequately protect the interests of the Class.
27. The prosecution of separate actions by individual members of the Class would create the risk of inconsistent or varying adjudications with respect to
individual members of the Class that would establish incompatible standards of conduct for defendants, or adjudications with respect to individual members of the Class
that would, as a practical matter, be dispositive of the interests of the other members not parties to the adjudications or substantially impair or impede their ability to
protect their interests.
28. Defendants have acted, or refused to act, on grounds generally applicable, and are causing injury to the Class and, therefore, final injunctive relief on behalf
of the Class as a whole is appropriate.
SUBSTANTIVE ALLEGATIONS
29. On March 4, 2010, HealthTronics announced its fourth quarter 2009 financial results and its 2010 guidance. The Company reported revenue from continuing
operations for the fourth quarter of 2009 totaled $50.3 million, up from $44.6 million in the fourth quarter of 2008 and the Company’s Adjusted EBITDA from
continuing operations for the fourth quarter of
7
2009 was $8.5 million, which compares to $5.8 million in the fourth quarter of 2008. In addition, the Company disclosed revenue from continuing operations for the
year ended December 31, 2009 totaled $185.3 million as compared to $165.9 million for the year ended December 31, 2008 and the Company’s Adjusted EBITDA
from continuing operations for 2009 was $26.6 million compared to $22.0 million in 2008. In fact, defendant Whittenburg was quite pleased HealthTronics progress.
30. The Company’s 2010 guidance discussed in that same press release reflects continued reinvestment into growth initiatives that help position the Company
for meaningful organic growth in 2011 and beyond.
31. On May 5, 2010, HealthTronics announced the Proposed Transaction. Specifically, Endo will commence an all cash tender offer to acquire all of the
outstanding shares of HealthTronics common stock for approximately $223 million or $4.85 per share in cash plus the assumption of debt. The Proposed Transaction
has been approved by the boards of directors of both companies. The Tender Offer is expected to commence within 10 business days of May 5, 2010 and to remain
open until July 1, 2010, subject to extension under certain circumstances.
32. The consummation of the Tender Offer is conditioned on the tender of a majority of outstanding HealthTronics shares on a fully diluted basis and other
customary closing conditions and is not subject to a financing condition. Following completion of the Tender Offer, Endo will merge into HealthTronics and the
HealthTronics shares not acquired in the Tender Offer will convert into the right to receive the same consideration as paid in the Tender Offer.
8
33. Moreover, to the detriment of HealthTronics’ shareholders, the Merger Agreement’s terms substantially favor Endo and are calculated to unreasonably
dissuade potential suitors from making competing offers.
34. In order to lock-up the Proposed Transaction for Endo, the Individual Defendants agreed, among other things:
(a) Not to solicit other takeover proposals;
(b) To notify Endo of any proposals or offers and the identity of those potential suitors;
(c) To provide Endo with the opportunity to renegotiate the Proposed Transaction in the event a superior proposal is made by a third party;
(d) To grant Endo a “Top-Up Option;” and
(e) To pay a fee of $8 million if the Proposed Transaction is terminated.
35. All of these “defensive measures,” taken together, represent a nearly insurmountable hurdle to other potential bidders. In addition, as an inducement to enter
into the Merger Agreement, and in consideration thereof, Whittenburg and certain of the Company’s executives have entered into shareholder tender agreements with
Endo wherein each of them has irrevocably agreed to tender the shares of HealthTronics common stock beneficially owned by them in the Tender Offer. Furthermore,
Whittenburg and the same HealthTronics executives have entered into new employment agreements, to be effective upon closing of the Tender Offer, providing for
their continued employment with the combined company following the Proposed Transaction.
36. These acts, combined with other defensive measures the Company has in place, effectively preclude any other bidders that might be interested in paying
more than Endo for the
9
Company from taking their bids directly to the Company’s owners - its shareholders - and allowing those shareholders to decide for themselves whether they would
prefer higher offers to the Proposed Transaction.
37. The consideration to be paid to plaintiff and the Class in the Proposed Transaction also is unfair and grossly inadequate because, among other things, the
intrinsic value of HealthTronics is materially in excess of the amount offered in the Proposed Transaction, giving due consideration to the Company’s anticipated
operating results, net asset value, cash flow profitability and established markets.
38. The Proposed Transaction will deny Class members their right to share proportionately and equitably in the true value of Company’s valuable and profitable
business, and future growth in profits and earnings, at a time when the Company is poised to increase its profitability.
39. As a result, defendants have breached the fiduciary duties they owe to the Company’s public shareholders because the shareholders will not receive adequate
or fair value for their HealthTronics common stock in the Proposed Transaction.
COUNT I
(Breach of Fiduciary Duty against the Individual Defendants)
40. Plaintiff repeats and re-alleges each of the preceding allegations as if fully set forth herein.
41. As members of the Company’s Board, the Individual Defendants have fiduciary obligations to: (a) undertake an appropriate evaluation of HealthTronics’ net
worth as a merger/acquisition candidate; (b) take all appropriate steps to enhance HealthTronics’ value and attractiveness as a merger/acquisition candidate; (c) act
independently to protect the interests of
10
the Company’s public shareholders; (d) adequately ensure that no conflicts of interest exist between the Individual Defendants’ own interests and their fiduciary
obligations, and, if such conflicts exist, to ensure that all conflicts are resolved in the best interests of HealthTronics’ public shareholders; (e) actively evaluate the
Proposed Transaction and engage in a meaningful auction with third parties in an attempt to obtain the best value on any sale of HealthTronics; and (f) disclose all
material information in soliciting shareholder approval of the Proposed Transaction.
42. The Individual Defendants have breached their fiduciary duties to plaintiff and the Class.
43. As alleged herein, defendants have initiated a process to sell HealthTronics that undervalues the Company and vests them with benefits that are not shared
equally by HealthTronics’ public shareholders – a clear effort to take advantage of the temporary depression in HealthTronics’ stock price caused by the current
economic conditions. In addition, by agreeing to the Proposed Transaction, defendants have capped the price of HealthTronics at a price that does not adequately reflect
the Company’s true value. Defendants also failed to sufficiently inform themselves of HealthTronics’ value, or disregarded the true value of the Company, in an effort
to benefit themselves. Furthermore, any alternate acquirer will be faced with engaging in discussions with a management team and Board that is committed to the
Proposed Transaction.
44. As such, unless the Individual Defendants’ conduct is enjoined by the Court, they will continue to breach their fiduciary duties to plaintiff and the other
members of the Class, and will further a process that inhibits the maximization of shareholder value.
11
COUNT II
(Aiding and Abetting the Board’s Breaches of Fiduciary Duty against HealthTronics and Endo)
46. Plaintiff repeats and re-alleges each of the preceding allegations as if fully set forth herein.
47. Defendants HealthTronics and Endo knowingly assisted the Individual Defendants’ breaches of fiduciary duty in connection with the Proposed Transaction,
which, without such aid, would not have occurred. In connection with discussions regarding the Proposed Transaction, HealthTronics provided, and Endo obtained,
sensitive non-public information concerning HealthTronics’ operations and thus had unfair advantages which enabled it to acquire the Company at an unfair and
inadequate price.
48. As a result of this conduct, plaintiff and the other members of the Class have been and will be damaged in that they have been and will be prevented from
obtaining a fair price for their HealthTronics shares.
WHEREFORE, plaintiff prays for judgment and relief as follows:
A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative;
B. Preliminarily and permanently enjoining defendants and all persons acting in concert with them, from proceeding with, consummating, or closing the
Proposed Transaction;
C. In the event defendants consummate the Proposed Transaction, rescinding it and setting it aside or awarding rescissory damages to plaintiff and the Class;
12
D. Directing defendants to account to plaintiff and the Class for their damages sustained because of the wrongs complained of herein;
E. Awarding plaintiff the costs of this action, including reasonable allowance for plaintiff’s attorneys’ and experts’ fees; and
F. Granting such other and further relief as this Court may deem just and proper.
JURY TRIAL DEMANDED
Plaintiff hereby demands a trial by jury.
Dated: May 14, 2010 Respectfully Submitted,
By
Joe Kendall
Hamilton Lindley
KENDALL LAW GROUP LLP
3232 McKinney, Ste 700
Dallas, TX 75204
Tel:214-744-3000
Fax:214744-3015
RYAN & MANISKAS, LLP

Katharine M. Ryan, Esquire
Richard A. Maniskas, Esquire
995 Old Eagle School Road, Suite 311
Wayne, Pa. 19087
Telephone: (484) 588-5516
Counsel for Plaintiff Anthony Cancelliere
13
Exhibit (d)(3)
CONFIDENTIALITY AGREEMENT
THIS AGREEMENT is entered into as of March 2, 2010 and is effective upon the date of first disclosure or signing, which ever occurs first, between Endo
Pharmaceuticals Inc., whose main offices are located at 100 Endo Boulevard, Chadds Ford, Pennsylvania 19317, for itself and its subsidiaries Endo Pharmaceuticals
Solutions Inc. and Endo Pharmaceuticals Valera Inc., each of which shall be bound by this Agreement as if each had separately executed this Agreement, (collectively
“Endo”), and HealthTronics, Inc., located at 9825 Spectrum Dr. , Bldg. 3, Austin, TX 78717.
WHEREAS, the parties hereto, wish to explore a mutually beneficial relationship, and in so doing, may disclose to each other certain non-public confidential and
proprietary information pertaining to such possible business relationship, as set forth below.
NOW THEREFORE, the parties hereto, intending to be legally bound, agree as follows:
1. For purposes of this Agreement, “Confidential Information” shall mean all non-public and proprietary information that has been or will be disclosed by one
party, or one of its affiliates, to the other, or one of its affiliates, whether set forth orally or in writing which may relate to, among other things, their respective
business interests, technical information, clinical data, product specifications, product development plans and ideas, marketing plans and ideas, manufacturing
information or business operations.
2. The parties hereby agree that the following shall not be considered Confidential Information subject to this Agreement:
(a) information that, prior to the time of disclosure, is in the public domain;
(b) information that, after disclosure becomes part of the public domain by publication or otherwise, provided that such publication is not in violation of
this Agreement or, to receiving party’s knowledge, any other confidentiality agreement;
(c) information that the receiving party can establish in writing was already known to it or was in its possession prior to the time of disclosure and was not
acquired, directly or indirectly, from the disclosing party;
(d) information that the receiving party lawfully received from a third party, provided however, that such third party was not obligated to hold such
information in confidence;
(e) information that was independently developed by the receiving party without reference to any Confidential Information as established by appropriate
documentation; and
(f) information that the receiving party is compelled to disclose by a court or other tribunal of competent jurisdiction, provided however, that in such case
the receiving party shall immediately give as much advance notice as feasible to the disclosing party so that the disclosing party may seek a protective
order or other remedy from said court or tribunal. In any event, the receiving party shall disclose only that portion of the Confidential Information that,
in the opinion of its legal counsel, is legally required to be disclosed and will exercise reasonable efforts to ensure that any such information so
disclosed will be accorded confidential treatment by said court or tribunal.
3. The receiving party shall not use nor disclose to any third party Confidential Information of the disclosing party for any purpose other than for the purposes set
forth in this Agreement. The parties hereby agree to hold in strictest confidence any and all Confidential Information disclosed by one party to the other under the
terms of this Agreement and shall use such information solely for the purpose of evaluating a potential business relationship and if a business relationship is
consummated, carrying out such business relationship.
4. The receiving party will not disclose any such Confidential Information to any person other than to its affiliates, employees, agents, consultants, directors and
officers that have a need to know such information to effectuate the purpose of this Agreement and that such affiliates, employees, agents, consultants and
officers shall be informed of this Confidentiality Agreement and shall be bound by a confidentiality agreement containing terms at least as restrictive terms as
those contained in this Agreement.
5. Upon written request of the disclosing party, the receiving party shall return promptly to the disclosing party (or, at the receiving party’s option, destroy) all
Confidential Information furnished to it, including any copies thereof and notes, extracts, or derivative materials based thereon (provided that if the receiving
party so opts to destroy, the receiving party shall confirm and certify such destruction in writing to the disclosing party); and until this Agreement is terminated
or until the expiration of the confidentiality obligations set forth in this Agreement, shall keep confidential and not use in any way detrimental to the disclosing
party any analyses, compilations, studies or other documents that reflect any of the Confidential Information. Notwithstanding the foregoing provision, the legal
counsel of both parties may retain one copy of Confidential Information in its confidential files solely for archival purposes.
6. Title to, and all rights emanating from the ownership of, all Confidential Information disclosed under this Agreement shall remain vested in the disclosing party.
Nothing herein shall be construed as granting any license or option, in favor of the receiving party, in such Confidential Information under any patent, copyright
and/or any other rights now or hereafter held by the disclosing party in or as a result of such Confidential Information other than as specifically agreed upon by
the parties.
7. Confidential Information shall remain subject to this Agreement for a period of five (5) years beyond the date of disclosure or generation of such Confidential
Information.
8. The execution and performance of this Agreement does not obligate the parties to enter into any other agreement or to perform any obligations other than as
specified herein.
9. The receiving party agrees that the disclosure of Confidential Information to any third party without the express written consent of the disclosing party may cause
irreparable harm to the disclosing party, and that any breach or threatened breach of this Agreement by the receiving party will entitle the disclosing party to seek
injunctive relief, in addition to any other legal remedies available to it, in any court of competent jurisdiction.
10. No failure or delay by the disclosing party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.
11. The parties hereby agree that this Agreement represents the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior
and/or contemporaneous agreements and understandings between the parties with respect to the handling of Confidential Information, whether written, oral,
visual, audio or in any other medium whatsoever. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania without reference to its
conflict of laws rules. This agreement may not be amended or in any manner modified except by a written instrument signed by authorized representatives of
both parties. If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision
shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the parties as expressed
herein.
12. This Agreement shall be binding on each party’s successors and assigns.
13. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same agreement.
Signatures to this Agreement transmitted by facsimile, by electronic mail in “portable document format” (“.pdf”), or by any other electronic means which
preserves the original graphic and pictorial appearance of the Agreement, shall have the same effect as physical delivery of the paper document bearing the
original signature.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
ENDO PHARMACEUTICALS INC. HEALTHTRONICS, INC.
By: /s/ Doug Macpherson By: /s/ Scott A. Herz
Doug Macpherson Name: Scott A. Herz

Vice President and Associate General Counsel Title: VP - Corporate Development
Exhibit (d)(4)
100 Endo Blvd.

Chadds Ford, PA 19317
610.558.9800
www.endo.com
April 16, 2010
HealthTronics, Inc.
9825 Spectrum Drive, Building 3
Austin, Texas 78717
Attention: James S.B. Whittenburg
Re: HealthTronics/Endo Pharmaceuticals – Exclusivity Arrangement
Dear Mr. Whittenburg:
Endo Pharmaceuticals Inc. (“Endo”) and HealthTronics, Inc. (“HealthTronics” and, together with Endo, the “ Parties ”) have entered into non-binding
discussions regarding Endo’s possible acquisition of HealthTronics (the “ Proposed Transaction ”). In consideration of Endo’s indication of interest and Endo
devoting significant time and resources towards the acquisition of HealthTronics and incurring various related fees and expenses, HealthTronics hereby agrees to
negotiate exclusively and in good faith with Endo to seek to reach mutually acceptable terms and conditions for a definitive agreement with respect to the Proposed
Transaction during a period commencing on the date HealthTronics signs this letter agreement and ending on May 10, 2010, unless earlier terminated as set forth below
(the “ Exclusivity Period ”).
The Exclusivity Period shall terminate before May 10, 2010 upon Endo’s written notification to HealthTronics that it is no longer interested in proceeding with
the Proposed Transaction.
During the Exclusivity Period, HealthTronics shall not, and HealthTronics shall cause each of its affiliates, directors, officers, employees, representatives
(including financial advisors, attorneys and accountants) and agents (collectively, “ Representatives ”) not to, directly or indirectly through any person or entity:
(i) initiate, solicit, encourage, engage or participate in, or continue to engage or participate in, proposals, discussions or negotiations with, or provide any information, or
otherwise cooperate with respect to any Alternate Transaction (as defined below); (ii) execute or enter into any contract or any other arrangement (including any term
sheet, letter of intent or similar document, whether or not binding) with respect to any Alternate Transaction; or (iii) approve, endorse or recommend any Alternate
Transaction or any contract or other arrangement relating to any Alternate Transaction. For purposes hereof, an “ Alternate Transaction ” shall mean any of the
following with any party other than Endo or Endo’s Representatives acting on Endo’s behalf: (i) any stock purchase, merger, consolidation, business combination, share
exchange or other similar transaction involving a change of control in HealthTronics or its subsidiaries; (ii) any sale, license or disposition of the assets of
HealthTronics or its subsidiaries outside the ordinary course of business; (iii) any license, joint venture or similar commercial arrangement or transaction affecting or
frustrating the purpose of
HealthTronics, Inc.
April 16, 2010
Page 2
the Proposed Transaction or which is outside the ordinary course of business, (iv) any other transaction in respect of HealthTronics which results, directly or indirectly,
in a change of control of HealthTronics or its subsidiaries, or (v) any material change, modification or amendment to the structure, ownership, business relationships or
terms governing any limited partnerships, limited liability companies and other legal entities to which HealthTronics or any of its subsidiaries acts as general partner,
manager or otherwise supervises or coordinates the management or administration of day-to-day operations for the provision of any lithotripsy services, prostate
treatment services, other urological services, radiation therapy services and pathology services.
HealthTronics shall immediately notify Endo of any unsolicited inquiries from third parties with respect to an Alternate Transaction, and shall promptly provide
Endo with complete copies of all materials received, in the case of a written inquiry, or a written summary of the material terms of such inquiry (including the identity
of the third party) in the case of an oral inquiry. This Agreement is Confidential Information for the purposes of the Confidentiality Agreement dated as of March 2,
2010 between Endo and HealthTronics.
HealthTronics acknowledges that money damages would not be a sufficient remedy for any breach of this letter agreement by HealthTronics, and that Endo shall
be entitled as of right to specific performance and injunctive relief as remedies for any breach, as well as all other remedies available at law or in equity. In the event of
any breach of this letter agreement, any damages resulting from such breach, including reasonable attorney’s fees and costs, shall be recovered by the prevailing Party.
This letter agreement shall terminate without action by either Party if a definitive agreement regarding the Proposed Transaction is not signed on or before the
expiration or termination of the Exclusivity Period. The termination of this letter agreement shall not affect the liability of a Party for breach of any of the provisions of
this letter agreement prior to termination.
This letter agreement shall be governed by and construed in accordance with the laws of the State of Delaware and the laws of the United States applicable
therein (in each case without giving effect to any choice or conflict of laws provision or rule that would cause the application of the law of any other jurisdiction) and
shall be treated in all respects as a Delaware contract. EACH OF THE PARTIES HERETO, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY
TO CONSULT WITH COUNSEL, HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES TRIAL BY JURY IN
CONNECTION WITH ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT.
This letter agreement may be executed in one or more counterparts, all of which together shall constitute one and the same agreement.
HealthTronics, Inc.
April 16, 2010
Page 3
Please sign and date this letter agreement in the space provided below to confirm our mutual understandings and agreements as set forth in this letter agreement
and return a signed copy to the undersigned.
Very truly yours,
ENDO PHARMACEUTICALS INC.
By: /s/ David P. Holveck

Name: David P. Holveck
Title: President & Chief Executive Officer
Acknowledged and agreed to:
HEALTHTRONICS, INC.
By: /s/ James S.B. Whittenburg

Name: James S.B. Whittenburg
Title: Chief Executive Officer and President
Date: April 17, 2010
_____________________________________
Created by Morningstar® Document Research℠
http://documentresearch.morningstar.com
Source: HEALTHTRONICS, INC., SC TO-T, May 19, 2010

HTRN/Endo Tender Offer

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HTRN/Endo Tender Offer

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Form SC TO-T

HEALTHTRONICS, INC. - HTRN

Tender offer schedule and amendment filed by a third party

Common Stock, without par value

Transaction Valuation(1) Amount of Filing Fee(2)

Amount Previously Paid: None Filing Party: Not applicable

ITEM 1. SUMMARY TERM SHEET.

ITEM 2. SUBJECT COMPANY INFORMATION.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

ITEM 4. TERMS OF THE TRANSACTION.

(a)(1)(ix) Not applicable.

(a)(1)(xi) Not applicable.

(a)(2) Not applicable.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

(c)(2-3) Not applicable.

(b)(d) Not applicable.

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

ITEM 10. FINANCIAL STATEMENTS.

ITEM 11. ADDITIONAL INFORMATION.

(a)(4) Not applicable.

(b) Not applicable.

ITEM 12. EXHIBITS.

(a)(1)(A) Offer to Purchase, dated May 19, 2010

(a)(1)(B) Form of Letter of Transmittal

(a)(1)(C) Form of Notice of Guaranteed Delivery

(a)(2) Not applicable

(a)(3) Not applicable

(a)(4) Not applicable

(a)(5)(C) Article 13 of the Georgia Business Corporation Code

(b) Not applicable

(g) Not applicable

(h) Not applicable

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

Endo Pharmaceuticals Holdings Inc.

By: /S/ CAROLINE B. MANOGUE

By: /S/ CAROLINE B. MANOGUE

Dated: May 19, 2010

(a)(1)(A) Offer to Purchase, dated May 19, 2010

(a)(1)(B) Form of Letter of Transmittal

(a)(1)(C) Form of Notice of Guaranteed Delivery

(a)(2) Not applicable

(a)(3) Not applicable

(a)(4) Not applicable

(a)(5)(C) Article 13 of the Georgia Business Corporation Code

(b) Not applicable

(g) Not applicable

(h) Not applicable

May 19, 2010

WHO IS OFFERING TO BUY MY SECURITIES?

WHY IS PURCHASER MAKING THIS OFFER?

WHAT ARE THE MOST SIGNIFICANT CONDITIONS OF THE OFFER?

IS THERE AN AGREEMENT GOVERNING THE OFFER?

DO YOU HAVE FINANCIAL RESOURCES TO MAKE PAYMENT?

IS YOUR FINANCIAL CONDITION RELEVANT TO MY DECISION TO TENDER IN THE OFFER?

HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE OFFER?

HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?

HOW DO I TENDER MY SHARES?

UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES?

HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES?

WHAT DOES THE BOARD OF DIRECTORS OF HEALTHTRONICS THINK OF THE OFFER?

IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES?

WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE?