MILWAUKEE and BANGALORE, Karnataka, India, Dec. 1,
2010 /PRNewswire/ -- Opto Circuits (India) Ltd. [BSE Code: 532391; NSE:
OPTOCIRCUI] today announced that the tender offer, by its
wholly-owned subsidiary, Jolt Acquisition Company, for all
outstanding shares of common stock of Cardiac Science Corporation
(Nasdaq: CSCX) expired at 12:00 midnight, New York City time, on November 30, 2010, and was not extended. The
depositary for the tender offer has advised Opto Circuits that, as
of the expiration of the tender offer, stockholders of Cardiac
Science tendered approximately 18,251,708 shares of Cardiac Science
common stock, excluding approximately 295,075 shares subject to
guaranteed delivery procedures, representing approximately 76% of
the Cardiac Science shares outstanding. According to the terms of
the tender offer, shares that were validly tendered and not validly
withdrawn have been accepted for payment. Jolt Acquisition also
plans to exercise its top-up option, under the terms of the merger
agreement, to purchase directly from Cardiac Science a limited
number of newly-issued shares of Cardiac Science common stock for
$2.30 per share (the same purchase
price paid in the Offer) that would be sufficient to ensure that
Jolt Acquisition and Opto Circuits could effect a short-form merger
under Delaware law.
Opto Circuits intends to complete the acquisition of Cardiac
Science through a short-form merger, that is, without a vote or
meeting of the remaining Cardiac Science stockholders. Each of the
remaining shares of Cardiac Science common stock will be converted
into the right to receive $2.30 per
share, in cash, without interest and less any required withholding
taxes, which is the same amount per share which was paid in the
tender offer. The merger is expected to occur as soon as
practicable. Following the merger, Cardiac Science will become a
wholly-owned subsidiary of Opto Circuits, and the common stock of
Cardiac Science will no longer trade on NASDAQ.
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.