A Diagnostics & Imaging Week
Cardiac Science (Irvine, California) and Quinton Cardiology Systems (Bothell, Washington), two companies that make a variety of cardiology products, said Sept. 1 that they had completed their merger, plans for which originally were revealed six months earlier.
The combined company is known as Cardiac Science Corp., with headquarters in Bothell. Its common stock began trading Sept. 1 on the Nasdaq National Market under the symbol CSCX.
Shareholders of the two companies overwhelmingly gave their approval of the deal in special meetings held on Aug. 31, with holders of about 96% of the shares of Cardiac Science common stock voting in favor and holders of about 97% of the Quinton Cardiology common shares doing likewise.
Cardiac Science is a maker of automated external defibrillators (AEDs), hospital defibrillators and patient monitor-defibrillators, while Quinton manufactures a variety of advanced cardiology products, including electrocardiographs, stress test systems, Holter monitoring systems, cardiac rehabilitation telemetry systems and cardiology data management systems. The companies also sell a variety of related products and consumables, and provide a portfolio of training, maintenance and support services.
In addition to the Bothell headquarters, the new company also has operations in Lake Forest, California; Deerfield, Wisconsin; Shanghai, China; Copenhagen, Denmark; and Manchester, UK.
“We appreciate the overwhelming support of the shareholders of both organizations,” said John Hinson, president and CEO of the new firm and former Quinton CEO. “We believe the new company will have enhanced prospects for revenue growth based on our expanded product portfolio, stronger distribution capabilities in both the domestic and international markets, and the potential to leverage combined technological expertise and manufacturing strengths.”
Hinson said the focus now would be on completing integration of the two companies during the balance of 2005.
Former Cardiac Science Chairman and CEO Raymond Cohen, who will continue as chairman of the board of the new company, said, “The merger creates a significantly larger, debt-free company with excellent people, technology and products which speak well for our future prospects.”
He added: “Both John Hinson and Michael Matysik, the company’s CEO and CFO, have the management expertise and leadership skills necessary to ensure [that] we realize the potential for growth in revenue and profitability.”
Pursuant to the agreement and plan of merger agreed to by the boards of directors of both companies on Feb. 28 and later amended, each share of Cardiac Science Inc. common stock outstanding immediately prior to the effective time of the merger has been cancelled and represents the right to receive 0.10 share of common stock of the new Cardiac Science Corp. Each share of Quinton Cardiology Systems common stock represents the right to receive 0.77184895 share of common stock of the new corporation.
Former Cardiac Science shareholders own about 11.4 million shares of the new company, or roughly 51.3%, while former Quinton shareholders own about 10.9 million shares, or 48.7%.
Shareholders of record as of the effective date of the merger will receive materials from Mellon Shareholder Services, the exchange agent for the transaction, with instructions on how to surrender the certificates covering their shares of the two predecessor companies for certificates of new Cardiac Science Corp. common stock issued pursuant to the merger agreement, as well as cash in lieu of any fractional shares.
A company statement said the new firm “will leverage the combined managerial, operational and technology strengths of its predecessor companies to become a global leader in the development, manufacturing and marketing of a broad range of life-saving cardiology products and services under the trusted brand names Burdick, Powerheart and Quinton.”
• Dade Behring (Deerfield, Illinois) reported that it has reached an agreement to acquire certain medical diagnostic assets from Ranbaxy Laboratories (New Delhi, India), India’s largest pharmaceutical company. Financial terms were not disclosed.
The existing Dade Behring-Ranbaxy partnership allows Ranbaxy’s India-based customers to purchase Dade Behring’s portfolio of products and services. Dade Behring said it is intending to acquire the same business that is currently distributing Dade Behring products “because of the success of this current relationship.”
“This acquisition will open significant new opportunities in an important world economy,” said Jim Reid-Anderson, chairman, president and CEO of Dade Behring. “India has a growing population, and awareness of the need for healthcare is increasing rapidly in both urban and rural areas. Our intent is to grow our presence in India.”
“Dade Behring and Ranbaxy have shared business values and a shared commitment to customer excellence,” said Jean-Luc Devleeschauwer, vice president of Asia Pacific at Dade Behring.
Ranbaxy’s diagnostic division serves customers ranging from large hospitals to laboratories and blood banks across the country. The division, which initiated operations in 1987, offers a “diverse portfolio of medical diagnostic products, along with a highly skilled technical team supporting the products,” Dade Behring said.
• MSA (Cranberry, Pennsylvania) said it has acquired Microsensor Systems (Bowling Green, Kentucky), a provider of Surface Acoustic Wave (SAW)-based chemical sensing technology used to detect chemical warfare agents.
The acquisition strengthens MSA’s position as a provider of detection technology while expanding the company’s product offerings for the homeland security, emergency responder, law enforcement, military and industrial markets.
Terms were not disclosed.
Microsensor Systems was a pioneer in the development of SAW sensor technology, which relies on acoustic waves and chemical reactions with polymer coatings to help users identify trace amounts of hazardous agents. The technology is currently used in several Microsensor products designed for detecting low levels of nerve and blister agents, including GB (sarin), GD (soman), GA (tabun) and HD (mustard), as well as a variety of widely available industrial compounds.
Microsensor Systems products are currently being deployed in the U.S. to help safeguard certain major metropolitan mass transit systems.
Devices incorporating SAW technology are generally compact in design and suitable for hand-held, transportable and stationary screening and detection systems. Microsensor System products also have broad application in a variety of industrial settings.
In April 2004, Microsensor Systems entered into an exclusive agreement with MSA to distribute the HazmatCAD product line for the detection of chemical warfare agents. The HazmatCAD was developed to meet the needs of first responders.
“This acquisition allows us to combine Microsensor’s technological expertise with [our] core competencies in sensor and electronics design to create a broad array of new and industry leading detection instruments,” said Kerry Bove, vice president and general manager of MSA’s Instrument Division. “Combining our resources further enhances MSA’s ability to serve customers as a single-source safety provider for first responder and other applications.”
Microsensor Systems shares many common markets with MSA, including the homeland security, law enforcement, emergency responder, oil and gas, chemical, food and beverage, automotive and general industries.
Bove said that MSA intends to maintain Microsensor Systems’ operations in Bowling Green and will integrate personnel and other assets with those at MSA’s Cranberry facility.
MSA is a leading provider of products that protect people’s health and safety, used by workers around the world in the fire service, homeland security, construction and other industries, as well as the military. Principal products include self-contained breathing apparatus, gas masks, gas detection instruments, head protection, respirators and thermal imaging cameras.