Cardiac Science (NASDAQ:DFIB)
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Quinton and Cardiac Science Announce the Filing of a Registration
Statement Relating to Their Proposed Merger Transaction
BOTHELL, Wash. and IRVINE, Calif., May 2 /PRNewswire-FirstCall/ -- Quinton
Cardiology Systems, Inc. (NASDAQ:QUIN), a global leader in advanced cardiology
products, and Cardiac Science, Inc. (NASDAQ:DFIB), a leading manufacturer of
life-saving automatic public-access defibrillators, today announced that in
connection with their proposed merger transaction, a registration statement on
Form S-4 has been filed by CSQ Holding Company with the Securities and Exchange
Commission (SEC). CSQ Holding Company is a newly-formed corporation that has
been established to facilitate the merger of Quinton and Cardiac Science.
The registration statement includes a preliminary joint proxy statement and
prospectus. After the SEC completes its review of the registration statement,
a definitive joint proxy statement and prospectus will be filed with the SEC
and will be sent to Quinton's and Cardiac Science's respective stockholders
prior to holding any special meeting to vote on the proposed merger
transaction.
Both Quinton's and Cardiac Science's management teams believe that the proposed
merger transaction will capitalize on the complementary strengths of the two
companies and will create a leading provider of non-invasive cardiology
technologies. The proposed merger transaction is subject to customary closing
conditions and review by various regulatory authorities as outlined in the
registration statement. The respective Boards of Directors of Cardiac Science
and Quinton remain firmly supportive of the proposed merger transaction.
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. In the U.S., Quinton products are sold to
hospitals and the physician office market through a 55-person sales
organization, as well as through multiple national and regional distributors.
Internationally, Quinton products are marketed by independent distributors in
over 90 countries around the world. In 2004, Quinton was recognized by the
Puget Sound Business Journal as one of the ten fastest growing public companies
in Washington State. 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. Cardiac Science 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. In the U.S., Cardiac Science products are sold
to corporations, police and fire departments, state and local municipalities,
the federal government and schools by its 55-person direct sales force, and
certain national and local distributors. Internationally, Cardiac Science
products are sold direct in the United Kingdom and by independent distributors
in over 50 countries. Cardiac Science also manufactures its AED products on a
private label basis for other leading medical companies such as Quinton
Cardiology Systems, Nihon Kohden (Japan) and GE Healthcare. In 2004, Cardiac
Science was recognized by Deloitte & Touche as the 4th fastest growing
technology company in North America and as the fastest growing company in
Orange County, CA. 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 or about 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 or about 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. In particular, forward
looking statements include, but are not limited to, the statement related to
the expectation that the proposed merger transaction will capitalize on the
complementary strengths of Quinton and Cardiac Science and will create a
leading provider of non-invasive cardiology technologies. 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 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 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: Quinton Cardiology Systems, Inc.; Cardiac Science, Inc.
CONTACT: Investors, Matt Clawson, or Media, Len Hall, both of Allen &
Caron Inc, +1-949-474-4300, for Cardiac Science Investors; 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/