MILWAUKEE, Wis. and
BANGALORE, India, Dec. 3, 2010 /PRNewswire/ -- Opto Circuits
(India) Ltd. [BSE Code: 532391;
NSE: OPTOCIRCUI] today announced that it has completed the merger
of its wholly-owned subsidiary, Jolt Acquisition Company, into
Cardiac Science Corporation (Nasdaq: CSCX). As a result of
the transaction, Cardiac Science has become a wholly-owned
subsidiary of Opto Circuits.
The merger follows (i) Opto Circuits' acquisition, through a
tender offer by Jolt Acquisition, of approximately 77% of Cardiac
Science's outstanding common stock at a price of $2.30 per share, net to the seller in cash,
without interest and less any required withholding taxes and (ii)
Jolt Acquisition's subsequent exercise of its top-up option,
pursuant to which it acquired directly from Cardiac Science a
sufficient amount of shares to effect a short-form merger under
Delaware law, that is, without a
vote or meeting of the remaining Cardiac Science stockholders.
In the merger, each remaining outstanding share of Cardiac
Science stock was cancelled and (other than shares held in the
treasury of Cardiac Science, shares owned by Opto Circuits, Jolt
Acquisition or any other direct or indirect wholly-owned subsidiary
of Opto Circuits, or shares held by stockholders who properly
demand and perfect appraisal rights under Delaware law) converted into the right to
receive $2.30 per share, net to the
holder in cash, without interest, and less any required withholding
taxes.
Opto Circuits intends to delist and de-register Cardiac
Science's common stock as promptly as practicable following the
effective time of the merger, and Cardiac Science's common stock
will cease to be traded on NASDAQ. Detailed instructions will be
mailed to former Cardiac Science stockholders who did not tender
their shares into the tender offer outlining the steps to be taken
to obtain the merger consideration or exercise appraisal rights
under Delaware law.
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.
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.
Forward-Looking Statements
This release contains forward-looking statements. Such
statements are based on the current assumptions and expectations of
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. 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 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 Cardiac Science's 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.
Contact Information:
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Opto Circuits
Contact:
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Thomas Dietiker, (310)
561-8468
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IR: ir@optoindia.com
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Media:
media@optoindia.com
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T: +91 80 2852
1040/41/42
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SOURCE Opto Circuits (India)
Ltd.