BOTHELL, Wash. and BANGALORE, KARNATAKA, India, Oct. 19
/PRNewswire-FirstCall/ -- Cardiac Science Corporation (Nasdaq:
CSCX) and Opto Circuits (India)
Limited [BSE Code: 532391; NSE: OPTOCIRCUI] today announced they
have entered into a definitive merger agreement under which Opto
Circuits has agreed to acquire all of the outstanding shares of
Cardiac Science common stock for $2.30
USD per share. The $2.30
price represents a 10% premium to the closing price of Cardiac
Science common stock of $2.10 on
October 18, 2010, a 28% premium to
the average closing price for the 30 day period ended October 18, 2010 and a 30% premium to the average
closing price for the 100 day period ended October 18, 2010.
"We believe this transaction provides excellent value to our
shareholders and expanded opportunity for our customers, employees,
and partners," said Dave Marver, Cardiac Science president and
chief executive officer. "Our business will benefit greatly from
Opto Circuits' financial resources, operational capabilities, and
global scale."
"We are delighted to expand our presence in noninvasive
diagnostic monitoring through this acquisition and are excited to
enter the high-growth automated external defibrillation market,"
said Vinod Ramnani, Opto Circuits
chairman and managing director. "Cardiac Science has a strong
reputation for innovative, high-quality products and services. This
transaction is expected to open many new global markets for Cardiac
Science's products and will greatly enhance Opto Circuits' product
offering and presence in the United
States."
Piper Jaffray acted as financial
advisor to Cardiac Science and delivered a fairness opinion to
Cardiac Science's board of directors. Perkins Coie LLP served as
outside legal counsel to Cardiac Science, while Quarles & Brady
LLP served as outside legal counsel to Opto Circuits.
About the Transaction
The boards of directors of both companies have unanimously
approved the transaction, which will take the form of an all-cash
tender offer by a wholly-owned subsidiary of Opto Circuits,
followed by a second-step merger. The closing of the tender
offer by Opto Circuits, which is expected to be commenced within 10
business days, is subject to customary conditions, including that
shares representing at least sixty percent (60%) of Cardiac
Science's outstanding shares of common stock are validly tendered
into the offer. As a result of the second-step merger, any shares
that have not been validly tendered into the offer will be
converted into the right to receive cash equal to the offer price
of $2.30 per share. The
subsequent closing of the merger may be subject to obtaining
stockholder approval of the merger agreement if Opto Circuits does
not acquire a sufficient number of shares to effect a short-form
merger. If such approval is needed, Cardiac Science will call a
special meeting of its stockholders. If a stockholder meeting is
required to approve the merger, Opto Circuits has agreed to vote
(or cause its acquisition subsidiary to vote) all shares of Cardiac
Science it owns in favor of the merger. The companies are
targeting a late fourth quarter 2010 closing, assuming satisfaction
of closing conditions and successful execution of the tender offer
process.
Upon completion of the merger, Cardiac Science will become a
wholly-owned subsidiary of Opto Circuits. Opto Circuits will
fund the purchase with its cash and credit lines.
About Cardiac Science
Cardiac Science develops, manufactures, and markets a family of
advanced diagnostic and therapeutic cardiology devices and systems,
including automated external defibrillators (AED),
electrocardiograph devices (ECG/EKG), cardiac stress treadmills and
systems, diagnostic workstations, Holter monitoring systems,
hospital defibrillators, vital signs monitors, cardiac
rehabilitation telemetry systems, and cardiology data management
systems (informatics) that connect with hospital information (HIS),
electronic medical record (EMR), and other information systems. The
company sells a variety of related products and consumables and
provides a portfolio of training, maintenance, and support
services. Cardiac Science, the successor to the cardiac businesses
that established the trusted Burdick®, HeartCentrix®, Powerheart®,
and Quinton® brands, is headquartered in Bothell, Washington. With customers in more
than 100 countries worldwide, the company has operations in
North America, Europe, and Asia. For information, call 425.402.2000 or
visit http://www.cardiacscience.com.
About Opto Circuits
Opto Circuits (India) Ltd.
(OCI) (BSE Code: 532391; NSE Symbol: OPTOCIRCUI) is an Indian MNC
in the business of design, development, manufacture and marketing
of healthcare equipment and interventional products. The product
profile includes pulse oximeters, patient monitoring systems,
sensors, digital thermometers, anesthesia and respiratory care
equipment, stents, catheters and other innovative products. Some of
the well-known brands marketed by Opto Circuits are Criticare,
Mediaid, Unetixs and Eurocor. It is presently a Group of 14
companies with a consolidated total sales of USD $243 million/Rs.1077
crores (FY10) and it is headquartered in Bengaluru,
Karnataka, India. Its key markets
are the US, Europe and
South East Asia. It was ranked as
one amongst 200 Best Under a Billion companies in AsiaPac by Forbes
Asia in 2009, 2008. Visit us at www.optoindia.com
Important Additional Information
The tender offer for the outstanding common stock of Cardiac
Science referred to in this press release has not yet commenced.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The solicitation
and the offer to buy shares of Cardiac Science's common stock will
be made pursuant to an offer to purchase and related materials that
Opto Circuits and a wholly-owned subsidiary of Opto Circuits intend
to file with the Securities and Exchange Commission. At the time
the offer is commenced Opto Circuits and its wholly-owned
subsidiary will file a tender offer statement on Schedule TO with
the Securities and Exchange Commission, and thereafter the Company
will file a solicitation/recommendation statement on Schedule 14D-9
with respect to the offer. The tender offer statement (including an
offer to purchase, a related letter of transmittal and other offer
documents) and the solicitation/recommendation statement will
contain important information that should be read carefully and
considered before any decision is made with respect to the tender
offer. These materials will be sent free of charge to all
stockholders of the Company when available. In addition, all of
these materials (and all other materials filed by the Company with
the Securities and Exchange Commission) will be available at no
charge from the Securities and Exchange Commission through its
website at www.sec.gov. Investors and security holders may also
obtain free copies of the tender offer documents, once available,
from the information agent for the tender offer or by mailing a
request to Cardiac Science Corporation, Attention: Investor
Relations, 3303 Monte Villa Parkway, Bothell, Washington 98021.
Forward-Looking Statements
This release contains forward-looking statements regarding the
proposed acquisition of Cardiac Science, the expected timetable for
completing the transaction, future business prospects and market
conditions and benefits and synergies of the transaction. Such
statements are based on the current assumptions and expectations of
Cardiac Science' and Opto Circuits' management and are neither
promises nor guarantees. The words "believe," "expect," "intend,"
"anticipate," variations of such words, and similar expressions
identify forward-looking statements, but their absence does not
mean that the statement is not forward-looking. These are
forward-looking statements for purposes of the safe harbor
provisions under the Private Securities Litigation Reform Act of
1995. There can be no assurance that management's estimates of
future results will be achieved. Actual results and performance may
vary significantly from those expressed or implied in such
statements. The actual results of the acquisition could vary
materially as a result of a number of factors, including:
uncertainties as to how many of Cardiac Science Corporation's
stockholders will tender their stock in the tender offer; the
possibility that competing offers will be made; and the possibility
that various closing conditions for the transaction may not be
satisfied or waived. Other factors that may cause actual results to
differ materially include those set forth in the reports that
Cardiac Science files from time to time with the Securities and
Exchange Commission, including our annual report on Form 10-K for
the year ended December 31, 2009 and
quarterly and current reports on Form 10-Q and 8-K. These
forward-looking statements reflect Cardiac Science Corporation's
expectations as of the date of this document. Cardiac Science
Corporation undertakes no obligation to update the information
provided herein.
Contact Information:
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Cardiac
Science Contact:
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Investor
Contact:
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Media
Contact:
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Investor
Relations
Cardiac Science
Corporation
425.402.2009
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Matt Clawson
Allen & Caron
949.474.4300
matt@allencaron.com
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Christopher
Gale
EVC Group Inc.
646.201.5431
203.570.4681
cgale@evcgroup.com
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Opto
Circuits Contact:
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IR:
ir@optoindia.com
Media:
media@optoindia.com
T: +91 80 2852
1040/41/42
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SOURCE Cardiac Science Corporation
Copyright . 19 PR Newswire