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8-K - FORM 8-K - Cardiac Science CORP | v57115e8vk.htm |
EX-2.1 - EX-2.1 - Cardiac Science CORP | v57115exv2w1.htm |
Exhibit 99.1
Opto Circuits to Acquire Cardiac Science
Bothell, WA, USA and Bangalore, Karnataka, India October 19, 2010
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 Sciences 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 Sciences 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 Sciences 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 Sciences 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 managements 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 Corporations
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 Corporations expectations as of the date of this document. Cardiac Science
Corporation undertakes no obligation to update the information provided herein.
Contact Information:
Cardiac Science Contact: | Investor Contact: | Media Contact: | ||||||
Investor Relations
|
Matt Clawson | Christopher Gale | ||||||
Cardiac Science Corporation
|
Allen & Caron | EVC Group Inc. | ||||||
425.402.2009
|
949.474.4300 | 646.201.5431 | ||||||
matt@allencaron.com | 203.570.4681 | |||||||
cgale@evcgroup.com |
Opto Circuits Contact:
IR: ir@optoindia.com
Media: media@optoindia.com
T: +91 80 2852 1040/41/42
Media: media@optoindia.com
T: +91 80 2852 1040/41/42
###