CardioDynamics-SonoSite Union EndorsedAugust 6, 2009
Proxy advisory firms RiskMetrics and Glass Lewis recommend CardioDynamics shareholders vote for the proposed merger of the two companies.
SAN DIEGO /PRNewswire-FirstCall/ -- CardioDynamics, the innovator and leader of BioZ impedance cardiography (ICG) technology, announced that independent proxy advisory firms RiskMetrics Group Inc. and Glass Lewis & Co. have recommended that CardioDynamics shareholders vote for approval of the proposed merger with a subsidiary of SonoSite Inc., which will be considered at the August 11, 2009 special meeting of CardioDynamics shareholders. Shareholders of record as of the close of business on June 30, 2009, will be entitled to vote at the meeting. As previously announced, under the terms of the merger agreement, SonoSite will acquire all of the outstanding shares of CardioDynamics common stock for $1.35 per share in cash. This is a premium of 69% over the closing share price on June 8, 2009, the day before the merger agreement was announced.
RiskMetrics (formerly "ISS," Institutional Shareholder Services) and Glass Lewis are leading independent U.S. proxy advisory firms, and their voting analysis and recommendations are relied upon by hundreds of major institutional investment funds, mutual funds, and fiduciaries throughout the country.
Mike Perry, Chief Executive Officer of CardioDynamics commented, "We are pleased with the recommendations from both RiskMetrics and Glass Lewis that our shareholders vote to approve our proposed merger with SonoSite."
CardioDynamics' Board of Directors has recommended that shareholders vote in favor of the merger by completing and returning their proxy card. CardioDynamics' shareholders are reminded that their vote is important. Shareholders may be able to vote their shares by telephone or the Internet if their shares are held by a broker or other nominee. If shareholders do not vote, it will have the same effect as a vote against approval of the merger agreement. Shareholders are advised that if they have any questions or need any assistance in voting their shares, they should contact CardioDynamics' proxy solicitor, Advantage Proxy, by telephone at 877-870-8565 toll free.
Additional Information About the Transaction
This announcement is neither a solicitation of a proxy, an offer to purchase, nor a solicitation of an offer to sell shares of CardioDynamics. In connection with the proposed transaction, CardioDynamics has filed a definitive proxy statement with the Securities and Exchange Commission (SEC). The definitive proxy materials contain important information regarding the merger, including, among other things, the recommendation of CardioDynamics' Board of Directors with respect to the merger. Investors are urged to read the definitive proxy statement because it contains important information. The definitive proxy statement has been sent to shareholders of CardioDynamics to seek their approval of the merger agreement and related matters. Investors can obtain the definitive proxy statement, as well as other filings containing information about CardioDynamics, free of charge, at the SEC Web site. Alternatively, copies of the definitive proxy statement and other filings made by CardioDynamics with the SEC can also be obtained, free of charge, by directing a request to CardioDynamics, 6175 Nancy Ridge Dr., Ste. 300, San Diego, CA 92121, Attention: Investor Relations.
Participants in the Solicitation
The directors and executive officers of CardioDynamics and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding CardioDynamics' directors and executive officers is available in its Annual Report on Form 10-K filed with the SEC on February 10, 2009. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the definitive proxy statement and other relevant materials filed with the SEC. Investors should read the definitive proxy statement carefully before making any voting or investment decisions.
CardioDynamics, the ICG Company, is the innovator and leader of an important medical technology called ICG. The company develops, manufactures, and markets noninvasive ICG diagnostic and monitoring devices and markets proprietary ICG sensors. The company's ICG systems are being used by physicians around the world to help battle the number one killer of men and women—cardiovascular disease. Partners include GE Healthcare, Philips Medical Systems, and Mindray.
SonoSite Inc. is an innovator and world leader in hand-carried ultrasound. Headquartered near Seattle, the company is represented by ten subsidiaries and a global distribution network in over 100 countries. SonoSite's small, lightweight systems are expanding the use of ultrasound across the clinical spectrum by cost-effectively bringing high-performance ultrasound to the point of patient care. The company employs approximately 700 people worldwide.
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