CardioDynamics Agrees to be Acquired by SonoSite for $1.35 Per Share
09 Juin 2009 - 11:00PM
PR Newswire (US)
Merger Adds Complementary Products and Expands Sales Channels for
Both Companies SAN DIEGO, June 9 /PRNewswire-FirstCall/ --
CardioDynamics (NASDAQ:CDIC), the innovator and leader of BioZ(R)
Impedance Cardiography (ICG) technology, today announced that it
has entered into a definitive merger agreement whereby SonoSite
(NASDAQ:SONO) will acquire CardioDynamics in exchange for $1.35 per
share in cash. The price paid represents a 69% premium over the
closing share price on June 8, 2009. The aggregate transaction
value will be approximately $12.3 million, including assumption of
approximately $2.3 million of net debt. The boards of directors for
both companies have approved the merger agreement. The transaction
is subject to customary regulatory approvals and approval by the
shareholders of CardioDynamics and is expected to close in the
third quarter of calendar 2009. Approval by the shareholders of
SonoSite is not required. During the fiscal year ended November 30,
2008, CardioDynamics generated revenues of $24.5 million and
SonoSite generated revenues of $243.5 million for its fiscal year
ending December 31, 2008. SonoSite is the innovator and world
leader in hand-carried ultrasound. 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. Michael K. Perry, CardioDynamics CEO,
commented, "This acquisition is the result of an extensive process
and fulfills our Board of Directors' objective to maximize
shareholder value. We are pleased with SonoSite's recognition of
the value that we have produced in creating a new medical
marketplace with ICG technology and building a strong physician
office sales channel and large installed physician base. Through
this merger we are joining an industry leader in point of care
medicine who shares our vision of creating non-invasive
technologies that improve outcomes and reduce the cost of patient
care. The acquisition will accelerate the expansion of both
SonoSite's and CardioDynamics' cardiovascular platforms and benefit
the customers, employees and shareholders of both companies." Kevin
M. Goodwin, SonoSite President and CEO, stated, "The acquisition of
CardioDynamics is part of a strategic initiative that moves
SonoSite forward toward our long-stated goal of adding clinical
value and reducing healthcare system costs in cardiovascular
disease management. CardioDynamics is the platform we will build
upon to achieve this goal. Additionally, CardioDynamics has
established a solid direct sales channel in the U.S. with 38 sales
representatives calling on cardiologists, internal medicine and
family medicine practitioners, primarily in physician office
settings. We believe we can leverage this channel to build on our
existing footprint in point of care markets." Rhonda F. Rhyne,
CardioDynamics President, added, "We sincerely thank our employees,
customers and partners for their contributions in making ICG an
important part of cardiovascular care for the over 12,000
physicians who use ICG daily. We are excited for the opportunity to
combine with SonoSite and leverage our innovative product
portfolios and sales channels through each other's existing
customer base. This will enable both companies to extend our reach
to even more physicians and hospitals for the benefit of patients.
Additionally, we expect that the acquisition of CardioDynamics by
SonoSite will provide the incremental resources necessary to help
make ICG a cardiovascular standard of care." Cain Brothers &
Company LLC acted as financial advisor and Pillsbury Winthrop Shaw
Pittman LLP acted as legal counsel to CardioDynamics. GCA Savvian
acted as financial advisor and Fenwick & West LLP acted as
legal counsel to SonoSite. About CardioDynamics CardioDynamics
(http://www.cdic.com/), the ICG Company, is the innovator and
leader of an important medical technology called Impedance
Cardiography (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. About SonoSite
SonoSite, Inc. (http://www.sonosite.com/) is the 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. 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 will file a proxy statement with the
Securities and Exchange Commission (SEC). The definitive proxy
materials will 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 PROXY STATEMENT WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. You will
be able to obtain the proxy statement, as well as other filings
containing information about CardioDynamics, free of charge, at the
website maintained by the SEC at http://www.sec.gov/. Copies of the
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 Drive, Suite 300, San Diego,
California 92121, Attention: Chief Financial Officer. 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, will be contained in the proxy statement and
other relevant materials to be filed with the SEC when they become
available. Investors should read the proxy statement carefully when
it becomes available before making any voting or investment
decisions. Forward-looking Information and the Private Litigation
Reform Act of 1995 Certain statements in this press release are
"forward-looking statements" for the purposes of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
One can identify these forward-looking statements by the use of the
words such as "expect," "anticipate," "plan," "may," "will,"
"estimate" or other similar expressions. These forward-looking
statements are based on the opinions and estimates of our
management at the time the statements are made and are subject to
risks and uncertainties that could cause actual results to differ
materially from those expected or implied by the forward-looking
statements. These statements are not guaranties of future
performance and are subject to known and unknown risks and
uncertainties and are based on potentially inaccurate assumptions
and other factors, including, but not limited to estimates about
the benefits of the business combination transaction involving the
companies, including future financial and operating results,
continued market acceptance of product offerings, the failure of
our shareholders to approve the merger, the potential effects on
our business as a result of the uncertainty regarding the merger,
and the risk that the acquisition may not be completed in the time
frame expected by the parties, or at all. Additional information
regarding factors that may affect future results are described in
our filings with the SEC, including, without limitation, our Annual
Report on Form 10-K and Quarterly Report on Form 10-Q. We caution
readers not to place undue reliance upon these forward-looking
statements that speak only as to the date of this release. We
undertake no obligation to publicly revise any forward-looking
statements to reflect new information, events or circumstances
after the date of this release or to reflect the occurrence of
unanticipated events. DATASOURCE: CardioDynamics CONTACT: Steve
Loomis, Chief Financial Officer of CardioDynamics, 1-800-778-4825,
ext. 1015, Web Site: http://www.cdic.com/ http://www.sonosite.com/
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