Cardiac Science (NASDAQ:DFIB)
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Cardiac Science and Quinton Announce Early Termination of
Hart-Scott-Rodino Waiting Period Relating to the Companies' Proposed Merger
IRVINE, Calif. and BOTHELL, Wash., June 14 /PRNewswire-FirstCall/ -- Cardiac
Science, Inc. (NASDAQ:DFIB), a leading manufacturer of life-saving automatic
public-access defibrillators, and Quinton Cardiology Systems, Inc.
(NASDAQ:QUIN), a global leader in advanced cardiology products, today announced
that both companies have received notification from the Federal Trade
Commission (FTC) that the United States Department of Justice and the FTC have
granted early termination of the Hart-Scott-Rodino (HSR) Antitrust Improvements
Act of 1976 waiting period relating to the Companies' proposed merger.
Termination or expiration of the HSR waiting period is a condition to
completing the proposed merger of the two companies.
About Quinton Cardiology Systems
Quinton, with operations in Bothell, WA, Deerfield, WI and Shanghai, China,
develops, manufactures, markets and services a family of advanced cardiology
products such as electrocardiographs, cardiac stress test systems, Holter
monitors, cardiac rehabilitation telemetry systems, and cardiology data
management systems used in the diagnosis, monitoring and management of patients
with cardiovascular disease. Quinton markets its products under the Quinton(R)
and Burdick(R) brand names. For more information, please visit
http://www.quintoncardiology.com/ or contact Quinton at (425) 402-2009.
About Cardiac Science
Cardiac Science, with operations in Irvine and Lake Forest, CA, Minneapolis,
MN, Manchester, England and Copenhagen, Denmark, develops, manufactures and
markets Powerheart(R)-brand automatic public-access defibrillators (AEDs) and
offers comprehensive AED/CPR training and AED program management services that
facilitate successful deployments. The Company also makes the Powerheart(R)
CRM(TM), the only FDA-cleared therapeutic patient monitor that instantly and
automatically treats hospitalized cardiac patients who suffer life-threatening
heart rhythms. For more information, please visit
http://www.cardiacscience.com/ or contact Cardiac Science at (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 proposed transaction, Quinton will also
merge into CSQ Holding Company. CSQ Holding Company has filed a registration
statement on Form S-4 containing a preliminary joint proxy statement/prospectus
in connection with the proposed merger transaction. Investors and security
holders are urged to read the definitive joint proxy statement/prospectus
carefully when it becomes available because it will set forth important
information about the proposed 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.
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 proposed merger transaction. Information regarding the
special interests of these directors and executive officers in the transaction
described herein is 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 Annual Report on
Form 10-K/A for the year ended December 31, 2004, which was filed with the
Securities and Exchange Commission on April 22, 2005. 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.
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 proposed merger transaction. 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 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.
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. Actual results may differ
materially from those projected in or contemplated by the forward-looking
statements. Quinton and Cardiac Science have based these forward-looking
statements on 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 each company's respective control. These risks include: the
risk that the combined company may not achieve the benefits expected from the
transaction, which may have a material adverse effect on the combined company's
business and could result in loss of key personnel, the risk that the
transaction may be completed even though material adverse changes may result
from the announcement of the transaction, industry-wide changes and other
causes, the risk that the combined company may not be able to develop new
competitive products and the risk that the transaction may not be completed or
that the closing of the transaction may be delayed due to failure to obtain
regulatory or other approvals or the occurrence of a material adverse change in
one or both of the parties. These and other important factors, including those
discussed in Quinton's Annual Report on Form 10-K for the year ended December
31, 2004, as amended, under the heading "Certain Factors That May Affect Future
Results," and in Cardiac Science's 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.
Neither Cardiac Science nor Quinton undertakes 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.
For Cardiac Science Investors
Matt Clawson (Investors)
Len Hall (Media)
Allen & Caron Inc
(949) 474-4300
Cardiac Science
Roderick de Greef
EVP and CFO
(949) 797-3800
Quinton Cardiology Systems
Mike Matysik
Sr. Vice President and CFO
(425) 402-2009
DATASOURCE: Cardiac Science, Inc.
CONTACT: investors, Matt Clawson, or media, Len Hall, both of Allen &
Caron Inc, +1-949-474-4300, for Cardiac Science; or Roderick de Greef, EVP and
CFO of Cardiac Science, +1-949-797-3800; or Mike Matysik, Sr. Vice President
and CFO of Quinton Cardiology Systems, +1-425-402-2009
Web site: http://www.quintoncardiology.com/
Web site: http://www.cardiacscience.com/