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Opto Circuits Commences Cash Tender Offer for Criticare Systems

March 10, 2008

The Indian manufacturer of health-care equipment moves to complete the merger agreement with the patient-monitoring system provider.


MILWAUKEE & BANGALORE, India /BUSINESS WIRE/ -- Opto Circuits (India) Ltd. (Opto Circuits) announced that Packer Acquisition Corp., a wholly owned subsidiary of Opto Circuits, is commencing a cash tender offer to purchase all outstanding shares of common stock of Criticare Systems Inc. (Criticare) 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 among Criticare, Packer Acquisition Corp., 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 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% of the outstanding shares of Criticare common stock, assuming the exercise of all outstanding Criticare stock options.

Opto Circuits will file with the SEC a tender offer statement on Schedule TO setting forth in detail the terms of the tender offer. Criticare 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 (India) Ltd. is a leading Indian manufacturer of health-care equipment, whose products include digital thermometers, sensors, probes, pulse oximeters, patient monitoring systems, cardiac stents, and catheters.

About Criticare
Criticare Systems Inc. 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.


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