CardioNet, Inc. (NASDAQ:BEAT), a leading wireless medical
technology company with an initial focus on the diagnosis and
monitoring of cardiac arrhythmias, announced today that the Company
entered into a definitive merger agreement with Biotel, Inc.
(BTEL.OB) (“Biotel”) to acquire all of the outstanding shares of
Biotel for $11 million, or $3.84 per share, before adjustments for
working capital. In connection with the merger agreement, the
parties entered into a settlement agreement to dismiss the
outstanding litigation between them, which will be effective as of
the close of the merger.
The acquisition of Biotel, and the addition of its Braemar
subsidiary’s wireless event monitor to the Company’s product
portfolio, enhances CardioNet’s position in the field of wireless
medicine. The acquisition is also expected to provide entry into
the clinical services market through Biotel’s subsidiary, Agility
Centralized Research Services. Agility provides event, Holter and
twelve-lead ECG monitoring services to the medical device and
pharmaceutical industries as well as to contract research and
academic research organizations worldwide.
Under the terms of the merger agreement, CardioNet will acquire
all of the outstanding shares of Biotel common stock for cash. The
transaction is subject to approval by Biotel’s shareholders and
other customary closing conditions. CardioNet and Biotel expect the
transaction to close by December 31, 2010.
Joseph H. Capper, President and Chief Executive Officer of
CardioNet, said, “We are pleased to announce this acquisition and
the settlement of our litigation with Biotel. They are an excellent
fit for CardioNet with their wireless event monitor and clinical
research capabilities. We are also excited to welcome a management
and development team which has a proven track record of bringing
innovative products to market. We look forward to leveraging the
strengths of both companies to advance wireless medicine for the
benefit of physicians and patients.”
Steven Springrose, President and Chief Executive Officer of
Biotel, said “We are pleased to join CardioNet and its growth
oriented, dynamic team. As the world leader in wireless medicine,
CardioNet validates the quality and performance of our products and
services while providing a foundation for increasing growth.
Whether by expanding markets and distribution opportunities for
Braemar products, increasing production volume, or growing
Agility’s 24/7 clinical research services, CardioNet adds the scale
and expertise to move our team forward. Biotel and CardioNet are
committed to the current Braemar and Agility customer base, and
look forward to supplying them with a complete range of diagnostic
equipment and services.”
About CardioNet
CardioNet is the leading provider of ambulatory, continuous,
real-time outpatient management solutions for monitoring relevant
and timely clinical information regarding an individual’s health.
CardioNet’s initial efforts are focused on the diagnosis and
monitoring of cardiac arrhythmias, or heart rhythm disorders, with
a solution that it markets as Mobile Cardiac Outpatient TelemetryTM
(MCOT™). More information can be found at
http://www.cardionet.com.
About Biotel
Biotel, Inc., through its subsidiaries, engages in the
development, manufacture, testing and marketing of medical devices
and related software products. It offers digital cardiac event
recorder products and wireless event recorder products, which
record heart functions over a month or longer time period to record
infrequent events, such as arrhythmia. Biotel also offers Holter
recorders, and provides electrocardiogram data and management
services used to evaluate cardiac conditions in conjunction with
clinical trials on new medical devices and pharmaceuticals. Biotel
is based in Eagan, Minnesota. More information can be found at
http://www.biotelinc.com.
Biotel’s Forward-Looking Statements
This press release includes certain forward-looking statements
regarding Biotel within the meaning of the “Safe Harbor” provisions
of the Private Securities Litigation Reform Act of 1995 regarding,
among other things, the completion of the acquisition of Biotel by
CardioNet. These statements may be identified by words such as
“expect,” “anticipate,” “estimate,” “intend,” “plan,” “believe,”
and other words and terms of similar meaning. Such forward-looking
statements are based on current expectations and involve inherent
risks and uncertainties, including important factors that could
delay, divert, or change any of them, and could cause actual
outcomes and results to differ materially from current
expectations. These factors include, among other things, the
ability of CardioNet to complete the acquisition of Biotel. For
further details and a discussion of these and other risks and
uncertainties, please see Biotel’s public filings with the
Securities and Exchange Commission, including Biotel’s latest
periodic report on Form 10-K or 10-Q. Biotel undertakes no
obligation to publicly update any forward-looking statement,
whether as a result of new information, future events, or
otherwise.
Biotel Inc. intends to file with the Securities and Exchange
commission a proxy statement and other relevant materials in
connection with the merger. The proxy statement will be mailed to
the shareholders of Biotel Inc. Investors and security holders of
Biotel Inc are urged to read the proxy statement and other relevant
materials when they become available because they contain important
information about Biotel Inc. and the merger.
The proxy statement and other relevant materials (when they
become available), and any other documents filed by Biotel Inc.
with the Securities and Exchange commission, may be obtained free
of charge at the SEC’s Web site at www.sec.gov. In addition,
investors and security holders may obtain free copies of the
documents filed with the Securities and Exchange Commission at
Biotel Inc.’s Web site at www.biotelinc.com
Investors and security holders are urged to read the proxy
statement and other relevant materials when they become available
before making any voting or investment decision with respect to the
merger.
CardioNet’s Forward-Looking Statements
This press release includes certain forward-looking statements
within the meaning of the “Safe Harbor” provisions of the Private
Securities Litigation Reform Act of 1995 regarding, among other
things, the effect of the completion of the acquisition of Biotel
on CardioNet’s business operations and financial results, our
growth prospects, the prospects for our existing products and those
we will acquire in the Biotel acquisition, and our confidence in
the Company’s future. These statements may be identified by words
such as “expect,” “anticipate,” “estimate,” “intend,” “plan,”
“believe,” ”potential,” “promises” and other words and terms of
similar meaning. Such forward-looking statements are based on
current expectations and involve inherent risks and uncertainties,
including important factors that could delay, divert, or change any
of them, and could cause actual outcomes and results to differ
materially from current expectations. These factors include, among
other things, the ability to complete the acquisition of Biotel and
integrate its operations into CardioNet’s business, the effect of
the implementation of CMS’ national price in 2011, the success of
our efforts to address the operational issues, including cost
savings initiatives, that affect our business, changes to
reimbursement levels for our products, the success of our sales and
marketing initiatives, our ability to attract and retain talented
executive management and sales personnel, our ability to identify
acquisition candidates, acquire them on attractive terms and
integrate their operations into our business, the commercialization
of new products, market factors, internal research and development
initiatives, partnered research and development initiatives,
competitive product development, changes in governmental
regulations and legislation, the continued consolidation of payors,
acceptance of our new products and services and patent protection
and litigation. For further details and a discussion of these and
other risks and uncertainties, please see our public filings with
the Securities and Exchange Commission, including our latest
periodic reports on Form 10-K and 10-Q. We undertake no obligation
to publicly update any forward-looking statement, whether as a
result of new information, future events, or otherwise.
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