CardioDynamics Shareholders Approve Merger Agreement with SonoSite
August 11 2009 - 1:49PM
PR Newswire (US)
SAN DIEGO, Aug. 11 /PRNewswire-FirstCall/ -- CardioDynamics
(NASDAQ: CDIC), the innovator and leader of BioZ impedance
cardiography (ICG) technology, announced that at a special meeting
held today, the shareholders of CardioDynamics voted to approve the
Agreement and Plan of Merger, dated June 9, 2009, by and among
CardioDynamics, SonoSite, Inc. (NASDAQ:SONO) and Canada Acquisition
Corp., pursuant to which CardioDynamics will become a wholly owned
subsidiary of SonoSite. The proposed merger was announced on June
9, 2009 and is anticipated to close within approximately one week.
Under the terms of the merger agreement, CardioDynamics
shareholders will receive $1.35 per share in cash, in exchange for
each share of common stock. The price represented a 69% premium
over the closing share price on June 8, 2009, the day before the
definitive merger agreement was announced. Upon closing of the
transaction, CardioDynamics shares will be de-listed from The
NASDAQ Stock Market. Michael K. Perry, CardioDynamics Chief
Executive Officer, commented, "This acquisition fulfills our Board
of Directors' objective to maximize shareholder value. We are
pleased that we will be joining SonoSite, 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. SonoSite recognizes 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." Perry added, "We thank our employees,
customers and partners for their contributions in making ICG an
important part of cardiovascular care for the more than 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."
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. Forward-looking Information 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, our business may
suffer 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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