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Issue Date: November 2010, Posted On: 11/8/2010

Opto Circuits buys Cardiac Sciences

Bangalore company will pay $64M for Nasdaq biz

Indus News Wire

BANGALORE, India – Opto Circuits Ltd. has agreed to acquire Cardiac Science Corp. for $64 million.

Cardiac Science develops, manufactures, and markets a family of advanced diagnostic and therapeutic cardiology devices and systems, including automated external defibrillators, electrocardiograph devices, cardiac stress treadmills and systems, diagnostic workstations, Holter monitoring systems, hospital defibrillators, vital signs monitors, cardiac rehabilitation telemetry systems, and cardiology data management systems that connect with hospital information, electronic medical record, and other information systems. The company sells a variety of related products and consumables and provides a portfolio of training, maintenance, and support services.

With brands that include Burdick, HeartCentrix, Powerheart and Quinton, Cardiac Science is headquartered in Bothell, Wash. With customers in more than 100 countries worldwide, the company has operations in North America, Europe, and Asia. Cardiac Science is publicly traded on Nasdaq.

Opto Circuits, which is based in Bangalore, designs, develops, manufactures and markets health-care equipment and interventional products. Products include pulse oximeters, patient monitoring systems, sensors, digital thermometers, anesthesia and respiratory care equipment, stents and catheters. 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 total sales of $243 million. The company is traded on the New York Stock Exchange. It designates its key markets as the United States, Europe and Southeast Asia.

Under the deal to acquire Cardiac Science, Opto Circuits has agreed to acquire all of the outstanding shares of Cardiac Science common stock for $2.30 per share. The $2.30 price represents a 10 percent premium to the closing price of Cardiac Science common stock of $2.10 when the deal was agreed upon in October. The price is also a 28 percent premium to the average closing price for the 30 day period prior to the deal and a 30 percent premium to the average closing price for the 100 day period prior to the deal.

“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 Science’s products and will greatly enhance Opto Circuits' product offering and presence in the United States.”

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.

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