Bio Logic (NASDAQ:BLSC)
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From May 2019 to May 2024
Natus Medical Incorporated (Nasdaq:BABY) and Bio-logic
Systems Corporation (Nasdaq:BLSC):
-- Acquisition Expands Distribution and Adds Growth Opportunities
-- Closing Targeted for Early January
-- Expected by Natus to be Accretive in 2006
Natus Medical Incorporated (Nasdaq:BABY) and Bio-logic Systems
Corporation (Nasdaq:BLSC) today announced that the companies have
entered into a definitive agreement for Natus to acquire Bio-logic in
a cash merger. Mundelein, Illinois based Bio-logic develops and
markets computer-based electro diagnostic systems and disposable
supplies used by medical practitioners to aid in the detection,
diagnosis and monitoring of certain hearing, neurological and sleep
disorders.
Natus has agreed to acquire all outstanding shares of Bio-logic
common stock for $8.77 per share. In addition, each share subject to a
Bio-logic stock option will convert into an amount equal to the excess
of $8.77 over the exercise price of the option. Based on the number of
Bio-logic shares and options outstanding at October 1, 2005, the total
consideration would amount to approximately $66 million. In
Bio-logic's most recent quarterly report for the quarter ended August
31, 2005, it reported $15.3 million dollars of cash on its balance
sheet.
The agreement has received the approval of the Boards of Directors
of both companies and is subject to the approval of Bio-logic
stockholders and customary closing conditions. The members of the
Board of Directors of Bio-logic have entered into voting agreements by
which they have agreed to vote approximately 16% of the outstanding
Bio-logic common stock in favor of the merger agreement. The Board of
Directors of Bio-logic has received an opinion from its financial
advisor, Dresner Securities, Inc., that the merger consideration to be
received by the holders of Bio-logic common stock is fair, from a
financial point of view, to those holders. The parties expect the
acquisition to be completed in early January 2006.
Jim Hawkins, President and Chief Executive Officer of Natus,
commented, "This acquisition will further strengthen our position as a
market leader in the development of products for the detection,
treatment, monitoring, and tracking of common disorders in newborns
and children. We will be supplementing our hearing business with the
addition of Bio-logic's leading diagnostic hearing products and
expanding our presence in the Audiology market through their
established distribution channels, both in the U.S. and
internationally."
"At the same time, this will open up new market opportunities for
Natus in the areas of EEG monitoring for neurology and in the growing
diagnostic sleep market," added Hawkins. "Bio-logic's neurology
products, which were developed in collaboration with leading U.S.
children's and adult epilepsy hospitals, are used for epilepsy and
seizure monitoring. The Sleepscan(TM) product line is one of only a
few product offerings in the sleep monitoring market with the
capability to monitor young children along with the traditional adult
segment. This acquisition will also bring together our engineering
teams who will now be able provide world-class solutions for our
growing customer base."
"Finally, this acquisition is consistent with our previously
communicated goals to grow the business through internal product
development, increased penetration into expanding international
markets, and through strategic acquisitions that will be accretive to
our earnings. Bio-logic has consistently maintained a gross profit
percentage of approximately 65% and we fully expect this acquisition
to be accretive in 2006," stated Hawkins.
Gabriel Raviv, Chairman and Chief Executive Officer of Bio-logic,
said, "I believe the expanded opportunities provided through this
acquisition will accelerate sales of our technologies into the
marketplace and will benefit both our employees and customers."
Natus will finance a portion of the purchase price through its
existing cash, including $7,128,000 that the Company will receive this
week from the D3 Family Funds through a private placement of 600,000
shares of the Company's stock. In addition, Natus has secured from
Wells Fargo Bank N.A. a loan commitment, subject to customary closing
conditions, to provide $10 million in a senior secured credit
facility. Natus will also use cash on the Bio-logic balance sheet for
a portion of the acquisition cost.
Conference Call
Natus has scheduled an investor conference call to discuss this
announcement beginning at 11:00 a.m. Eastern Time today. Individuals
interested in listening to the conference call may do so by dialing
800-901-5218 for domestic callers, or 617-786-4511 for international
callers, and entering reservation code 73305685.
About Bio-logic Systems
Bio-logic Systems Corp., headquartered in Mundelein, Illinois,
designs, develops, assembles and markets computer-based
electrodiagnostic systems and related disposables for use by
hospitals, clinics, school districts, universities and physicians. The
systems conduct tests that are typically used by medical practitioners
to aid in the diagnosis of certain neurological disorders, brain
disorders and tumors, and sensory disorders, including audiological
and hearing screening and diagnosis.
About Natus Medical
Natus develops, manufactures, and markets products for the
detection, treatment, monitoring, and tracking of common disorders in
newborns and children. Natus products are marketed under
well-recognized brand names such as ALGO(R), Neometrics(TM),
Echo-Screen(R), and neoBLUE(R). Headquartered in San Carlos,
California, Natus markets and sells its products worldwide through a
direct sales force in the U.S. and the U.K., and through distributors
in over 80 other countries. Additional information about Natus Medical
can be found at www.natus.com.
This press release contains forward-looking statements as defined
in the Private Securities Litigation Reform Act of 1995, particularly
statements regarding the expectations, beliefs, plans, intentions and
strategies of Natus. These forward-looking statements include, but are
not limited to, statements regarding the expanding presence in the
Audiology market, new market opportunities in the areas of EEG
monitoring, the accretive nature of the acquisition in 2006, and
accelerated sales of Bio-logic's technologies. These statements relate
to future events or Natus' future financial performance or results,
and involve known and unknown risks, uncertainties and other factors
that may cause actual results, levels of activity, performance, or
achievements to differ materially from those expressed or implied by
the forward-looking statements. Forward-looking statements are only
predictions and the actual events or results may differ materially.
Neither Natus nor Bio-logic can provide any assurance that the future
results or the results implied by the forward-looking statements will
meet expectations. The results could differ materially due to a number
of factors, including the risk that the merger is not consummated, the
effects of competition, the demand for Natus products and services,
Natus' ability to expand sales in international markets and to
maintain current sales levels in a mature domestic market, Natus'
ability to control costs, and risks associated with bringing new
products to market and integrating acquired businesses. Natus and
Bio-logic disclaim any obligation to update information contained in
any forward-looking statement.
More information about potential risk factors that could affect
the business and financial results of Natus is included in Natus'
annual report on Form 10-K for the year ended December 31, 2004, and
its quarterly reports on Form 10-Q, and in other reports filed from
time to time by Natus with the U.S. Securities and Exchange
Commission.
More information about potential risk factors that could affect
the business and financial results of Bio-logic is included in
Bio-logic's quarterly report on Form 10-Q for the quarter ended August
31, 2005 and in other reports filed from time to time by Bio-logic
with the U.S. Securities and Exchange Commission.
Bio-logic Systems investors and security holders are urged to read
the proxy statement regarding the business combination transaction
referenced in this press release when it becomes available and as it
may be amended from time to time. The proxy statement that will be
filed with the U.S. Securities and Exchange Commission by Bio-logic
Systems will contain important information regarding the proposed
transaction. Bio-logic Systems' investors and security holders may
obtain a free copy of the proxy statement, when available, and other
documents filed by Bio-logic Systems with the Commission at the
Commission's web site at http://www.sec.gov. In addition, copies of
the proxy statement, when available, will be provided free of charge
from Bio-logic Systems to all security holders. Additional requests
for proxy statements should be directed to Bio-logic Systems Corp.,
One Bio-logic Plaza, Mundelein, Illinois 60060.
Bio-logic and its executive officers and directors may be deemed
to be participants in the solicitation of proxies from Bio-logic's
stockholders with respect to the acquisition. A description of any
interests that Bio-logic's officers and directors have in the
acquisition will be available in the proxy statement. In addition,
Natus and its executive officers and directors may be deemed to be
participating in the solicitation of proxies from Bio-logic's
stockholders in favor of the approval of the acquisition. Information
concerning Natus' directors and executive officers is set forth in
Natus' proxy statements for its 2005 annual meeting of stockholders,
which was filed with the SEC on April 15, 2005, and annual report on
Form 10-K filed with the SEC for its fiscal year ended December 31,
2004. These documents are available free of charge at the SEC's web
site at www.sec.gov or by going to Natus' Investors page on its
corporate website at www.natus.com.