Cardiac Science (NASDAQ:DFIB)
Historical Stock Chart
From Jul 2019 to Jul 2024
![Click Here for more Cardiac Science Charts. Click Here for more Cardiac Science Charts.](/p.php?pid=staticchart&s=N%5EDFIB&p=8&t=15)
Cardiac Science Reiterates Certain Key Terms of Proposed Merger
With Quinton Cardiology Systems
IRVINE, Calif., March 28 /PRNewswire-FirstCall/ -- Cardiac Science, Inc.
(NASDAQ:DFIB), a leading manufacturer of life-saving automatic public-access
defibrillators, today responded to stockholder inquiries regarding the terms of
its recently announced proposed merger with Quinton Cardiology Systems, Inc.
(NASDAQ:QUIN).
About the Post-Merger Ownership
Immediately following the completion of the proposed merger there will be
approximately 22.3 million shares of common stock of the combined company
issued and outstanding.
Cardiac Science common stockholders and senior note holders will collectively
own approximately 11.4 million shares, or approximately 51.3 percent, of the
combined company.
Of these 11.4 million shares, Cardiac Science common stockholders will own
approximately 8.6 million shares. As a result of the debt and warrant
conversion discussed in more detail below, Cardiac Science's senior note
holders will own approximately 2.8 million shares of the combined company.
Quinton common stockholders will own approximately 10.9 million shares, or
approximately 48.7 percent, of the combined company.
These relative ownership amounts are not subject to any adjustments prior to
the closing of the proposed merger as a result of changes in the common stock
price of either Cardiac Science or Quinton.
About the Elimination of Debt and Warrants
In connection with the merger and in order to eliminate the outstanding debt
and associated warrants in the combined entity, Cardiac Science senior note
holders agreed to exchange approximately $61 million in principal and accrued
interest owed by Cardiac Science, and warrants to purchase approximately 13.4
million shares of Cardiac Science common stock, in consideration for $20
million in cash and approximately 2.8 million shares of common stock of the
combined company.
The number of shares of the combined company to be issued to the senior note
holders is based on a Cardiac Science common share price of $1.89 per share.
The terms associated with the elimination of the debt and warrants were fixed
concurrently with entering into the merger agreement, and are not adjustable or
subject to any adjustments prior to the closing of the proposed merger as a
result of changes in the common stock price of either Cardiac Science or
Quinton.
Where to Find Copies of the Merger Agreement and Senior Note and Warrant
Conversion Agreement
Cardiac Science encourages investors and security holders to carefully review
copies of the merger agreement and the senior note and warrant conversion
agreement, each of which was filed by Cardiac Science with the Securities and
Exchange Commission as an exhibit to Form 8-K filed on March 1, 2005. These
documents are available free of charge at the Securities and Exchange
Commission's web site at http://www.sec.gov/ and from Cardiac Science by
contacting Cardiac Science Investor Relations at (949) 474-4300.
About Cardiac Science
Cardiac Science develops, manufactures and markets a complete line of
Powerheart(R) brand, automated public access defibrillators (AEDs), and offers
comprehensive AED/CPR training and AED program management services that
facilitate successful deployments. The company makes the Powerheart(R) CRM(R),
the only FDA-cleared therapeutic patient monitor that instantly and
automatically treats hospitalized cardiac patients who suffer life-threatening
heart rhythms. Cardiac Science also manufactures its AED products on a private
label basis for other leading medical companies such as Nihon Kohden (Japan),
Quinton Cardiology Systems and GE Healthcare. For more information please
visit http://www.cardiacscience.com/ or call (949) 797-3800.
Where to Find Additional Information about the Merger
Under the terms of the merger agreement, the parties have formed a new
corporation, CSQ Holding Company, and two wholly-owned acquisition subsidiaries
of CSQ Holding Company that will merge with and into Quinton and Cardiac
Science, respectively. As part of the transaction, Quinton will also merge
into CSQ Holding Company. Cardiac Science and Quinton intend to cause CSQ
Holding Company to file a registration statement on Form S-4 containing a proxy
statement/prospectus in connection with the merger transaction. Investors and
security holders are urged to read this filing when it becomes available
because it will contain important information about the transaction. Investors
and security holders may obtain free copies of these documents (when they are
available) and other documents filed with the Securities and Exchange
Commission at the Securities and Exchange Commission's web site at
http://www.sec.gov/. In addition, investors and security holders may obtain
free copies of the documents filed with the Securities and Exchange Commission
by Cardiac Science by contacting Cardiac Science Investor Relations at (949)
474 4300. Investors and security holders may obtain free copies of the
documents filed with the Securities and Exchange Commission by Quinton by
contacting Quinton Investor Relations at (425) 402-2009.
Cardiac Science and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Cardiac
Science in connection with the merger. Information regarding the special
interests of these directors and executive officers in the transaction
described herein will be included in the joint proxy statement/prospectus of
Cardiac Science and Quinton described above. Additional information regarding
the directors and executive officers of Cardiac Science is also included in the
Cardiac Science's Annual Report on Form 10-K for the year ended December 31,
2004, which was filed with the Securities and Exchange Commission on March 16,
2005.
This document is available free of charge at the Securities and Exchange
Commission's web site at http://www.sec.gov/ and from Cardiac Science by
contacting Cardiac Science Investor Relations at (949) 474-4300.
Quinton and its directors and executive officers also may be deemed to be
participants in the solicitation of proxies from the stockholders of Quinton in
connection with the mergers. Information regarding the special interests of
these directors and executive officers in the transaction described herein will
be included in the joint proxy statement/prospectus of Cardiac Science and
Quinton described above. Additional information regarding these directors and
executive officers is also included in Quinton's proxy statement for its 2004
Annual Meeting of Stockholders, which was filed with the Securities and
Exchange Commission on or about April 14, 2004. This document is available
free of charge at the Securities and Exchange Commission's web site at
http://www.sec.gov/ and from Quinton by contacting Quinton Investor Relations
at (425) 402-2009.
This press release includes forward-looking statements. These statements may
be identified by the use of forward-looking terminology such as "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intend," "may," "might,"
"plan," "potential," "predict," "should," or "will," or the negative thereof or
other variations thereon or comparable terminology. Quinton and Cardiac Science
have based these forward-looking statements on the current expectations,
assumptions, estimates and projections. While Quinton and Cardiac Science
believe these expectations, assumptions, estimates and projections are
reasonable, such forward-looking statements are only predictions and involve
known and unknown risks and uncertainties, many of which are beyond our
control. Certain factors, including those discussed in Quinton's Annual Report
on Form 10-K for the year ended December 31, 2004, under the heading "Certain
Factors That May Affect Future Results," and in Cardiac Sciences' Annual Report
on Form 10-K for the year ended December 31, 2004, under the heading "Risk
Factors," may cause the actual results, performance or achievements to differ
materially from any future results, performance or achievements expressed or
implied by these forward-looking statements. Given these risks and
uncertainties, you are cautioned not to place undue reliance on such
forward-looking statements. We do not undertake any obligation to update any
such statements or to publicly announce the results of any revisions to any
such statements to reflect future events or developments.
Contact: Matt Clawson (Investors), or Roderick de Greef
Len Hall (Media) Chief Financial Officer
Allen & Caron Inc Cardiac Science, Inc.
(949) 474-4300 (949) 797-3800
DATASOURCE: Cardiac Science, Inc.
CONTACT: Investors, Matt Clawson, , or Media, Len
Hall, , both of Allen & Caron Inc, +1-949-474-4300, for
Cardiac Science, Inc.; or Roderick de Greef, Chief Financial Officer of
Cardiac Science, Inc., +1-949-797-3800,
Web site: http://www.cardiacscience.com/