Opto Circuits Acquires Cardiac Science

December 7, 2010

Cardiac Science, which develops and manufactures a family of advanced diagnostic and therapeutic cardiology devices and systems, will become a wholly owned subsidiary of Opto Circuits.

MILWAUKEE, WI and BANGALORE, India /PRNewswire/ -- Opto Circuits (India) Ltd. announced that it has completed the merger of its wholly owned subsidiary, Jolt Acquisition Co., into Cardiac Science. As a result of the transaction, Cardiac Science has become a wholly owned subsidiary of Opto Circuits.

The merger follows (i) Opto Circuits' acquisition, through a tender offer by Jolt Acquisition, of approximately 77% of Cardiac Science's outstanding common stock at a price of $2.30 per share, net to the seller in cash, without interest and less any required withholding taxes and (ii) Jolt Acquisition's subsequent exercise of its top-up option, pursuant to which it acquired directly from Cardiac Science a sufficient amount of shares to effect a short-form merger under Delaware law, that is, without a vote or meeting of the remaining Cardiac Science stockholders. In the merger, each remaining outstanding share of Cardiac Science stock was cancelled and (other than shares held in the treasury of Cardiac Science, shares owned by Opto Circuits, Jolt Acquisition, or any other direct or indirect wholly owned subsidiary of Opto Circuits, or shares held by stockholders who properly demand and perfect appraisal rights under Delaware law) converted into the right to receive $2.30 per share, net to the holder in cash, without interest, and less any required withholding taxes.

Opto Circuits intends to delist and de-register Cardiac Science's common stock as promptly as practicable following the effective time of the merger, and Cardiac Science's common stock will cease to be traded on NASDAQ. Detailed instructions will be mailed to former Cardiac Science stockholders who did not tender their shares into the tender offer outlining the steps to be taken to obtain the merger consideration or exercise appraisal rights under Delaware law.

About Opto Circuits
Opto Circuits (India) Ltd. is an Indian MNC in the business of design, development, manufacture, and marketing of healthcare equipment and interventional products. Its product profile includes pulse oximeters, patient monitoring systems, sensors, digital thermometers, anesthesia and respiratory care equipment, stents, catheters, and other innovative products. 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 a consolidated total sales of $243 million/Rs.1077 crores (FY10), and it is headquartered in Bengaluru, Karnataka, India. Its key markets are the U.S., Europe, and Southeast Asia. It was ranked as one amongst 200 Best Under a Billion companies in AsiaPac by Forbes Asia in 2009, 2008.

About Cardiac Science
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 (informatics) 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. Cardiac Science, the successor to the cardiac businesses that established the trusted Burdick, HeartCentrix, Powerheart, and Quinton brands, is headquartered in Bothell, Washington. With customers in more than 100 countries worldwide, the company has operations in North America, Europe, and Asia. For information, call 425-402-2000.

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