Opto Circuits (India) Limited Commences Cash Tender Offer for Criticare Systems, Inc.
March 07 2008 - 4:16PM
Business Wire
Opto Circuits (India) Limited (�Opto Circuits�) announced today
that Packer Acquisition Corporation, a wholly-owned subsidiary of
Opto Circuits, is today commencing a cash tender offer to purchase
all outstanding shares of common stock of Criticare Systems, Inc.
(�Criticare�) (AMEX: CMD), for $5.50 in cash without interest and
less any required withholding taxes. The tender offer is being made
pursuant to a previously announced merger agreement dated February
24, 2008 among Criticare, Packer Acquisition Corporation, and Opto
Circuits. The Criticare board of directors has unanimously
determined that the merger agreement, the tender offer and the
merger are advisable, fair to, and in the best interests of,
Criticare and the Criticare stockholders and unanimously recommends
that Criticare stockholders tender their shares in the offer. The
tender offer will expire at 5 P.M., on April 4, 2008, unless
extended in accordance with the merger agreement and the applicable
rules and regulations of the Securities and Exchange Commission
(�SEC�). The offer is subject to customary conditions, including
the acquisition by Opto Circuits of at least 65 percent of the
outstanding shares of Criticare common stock, assuming the exercise
of all outstanding Criticare stock options. Opto Circuits today
will file with the SEC a tender offer statement on Schedule TO
setting forth in detail the terms of the tender offer. Criticare
today will file with the SEC a solicitation/recommendation
statement on Schedule 14D-9 setting forth in detail, among other
things, the recommendation of Criticare�s board of directors that
Criticare stockholders accept the tender offer and tender their
shares pursuant to the tender offer. Questions and requests for
assistance may be directed to the Paying Agent and Information
Agent for the offer, Mellon Investor Services LLC, at (877)
277-2059 (toll free). About Opto Circuits Opto Circuits
(www.optoindia.com) is a leading Indian manufacturer of healthcare
equipment whose products include digital thermometers, sensors,
probes, pulse oximeters, patient monitoring systems, cardiac stents
and catheters. About Criticare Criticare (www.csiusa.com) designs,
manufactures, and markets cost-effective patient monitoring systems
and noninvasive sensors for a wide range of hospitals and alternate
health care environments throughout the world. Cautionary statement
regarding forward-looking statements The forward-looking statements
included in this release are made only as of the date of
publication. Except as otherwise required by law, Criticare and
Opto Circuits disclaim any intention or obligation to update any
forward-looking statements as a result of development occurring
after the date of this press release. This release contains
forward-looking statements regarding the proposed acquisition of
Criticare, 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 Criticare�s and Opto
Circuits� management and are neither promises nor guarantees. You
can generally identify these forward-looking statements based on
the context of the statements and by the fact that they use words
such as "will," "anticipate," �expect,� �project,� �intend,�
�plan,� �believe,� �target� and other words and terms of similar
meaning in connection with any discussion of future operating or
financial performance. There can be no assurance that management�s
estimates of our future results will be achieved. Important factors
that could cause actual results to differ materially from those
presently expected include: conditions affecting the markets in
which Criticare operates; the uncertainty of regulatory approvals;
the parties� ability to satisfy the tender offer and merger
agreement conditions and consummate the transaction; Opto Circuits�
ability to successfully integrate Criticare�s operations with its
existing operations; the ability to realize anticipated synergies
and cost savings; and other events, factors and risks previously
and from time to time disclosed in filings with the SEC, including,
but not limited to, Criticare�s annual report on Form 10-K for the
fiscal year ended June 30, 2007. This announcement and the
description contained herein is neither an offer to purchase nor a
solicitation of an offer to sell shares of Criticare. Opto Circuits
and Packer Acquisition Corporation are filing with the SEC a tender
offer statement on Schedule TO containing an offer to purchase,
forms of letters of transmittal and other documents relating to the
tender offer, and Criticare is filing with the SEC a
solicitation/recommendation statement on Schedule 14D-9, with
respect to the tender offer. Opto Circuits, Packer Acquisition
Corporation and Criticare are mailing these documents to the
stockholders of Criticare. These documents contain important
information about the tender offer and stockholders of Criticare
are urged to read them carefully. These documents will be made
available to Criticare security holders at no expense to them by
mailing requests to Attention: Secretary, Criticare Systems, Inc.,
20925 Crossroads Circle, Suite 100, Waukesha, Wisconsin 53186.
Stockholders of Criticare will also be able to obtain a free copy
of these documents (when they become available) and other documents
filed by Criticare or Opto Circuits with the SEC at the website
maintained by the SEC at www.sec.gov.
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