Cardiac Science Tenders Offer to Acquire Artema Medical.Business Editors and Health/Medical Writers BIOWIRE2K IRVINE, Calif.--(BW HealthWire)--Jan. 10, 2001 European Manufacturer of Patient Monitors and Defibrillators Generated Revenue of $19 Million in the First Nine Months of 2000 Cardiac Science Inc. (Nasdaq: DFIB) Wednesday announced that it has tendered an offer to acquire all of the outstanding shares of Artema Medical AB of Stockholm, Sweden, a manufacturer of patient monitors and external cardiac defibrillator defibrillator, device that delivers an electrical shock to the heart in order to stop certain forms of rapid heart rhythm disturbances (arrhythmias). The shock changes a fibrillation to an organized rhythm or changes a very rapid and ineffective cardiac rhythm to a devices. Artema's stock is publicly traded on the OM Stockholm Exchange O-List (Symbol: ARTM ARTM Analysis & Reporting Training Module ARTM Availability Reporting and Tracking Module (replaced by STASS FY96) ARTM Acquisition Reform Training Modules ). The Board of Directors of Artema will recommend the Cardiac Science offer to their shareholders. As consideration, Cardiac Science will issue common stock valued at $20 million for all of the issued and outstanding shares of Artema. Although the final exchange ratio of Cardiac shares issued in the transaction will be based on a trailing 10-day average price of Cardiac stock, the transaction is subject to a "collar," pursuant to which the number of Cardiac shares issued as consideration in the transaction may not be less than 3,333,333 nor more than 4,444,444. Cardiac's offer is conditional upon the tender of at least 90% of the issued and outstanding shares of Artema and receiving all required Swedish and U.S. regulatory approvals. "The acquisition of Artema, when consummated, will be an excellent strategic fit for Cardiac Science. We look forward to the benefit of Artema's revenue base and strong distribution channels in Europe, the Middle East and Asia. By combining our proprietary automatic defibrillation Defibrillation Definition Defibrillation is a process in which an electronic device sends an electric shock to the heart to stop an extremely rapid, irregular heartbeat, and restore the normal heart rhythm. technology with Artema's patient monitors and external defibrillators, we will be able to create a product line that is unique and will offer us significant competitive marketing advantages. "Moreover, we plan to offer our automatic defibrillation module to Artema's installed base of approximately 6,000 hospital patient monitors," said Raymond W. Cohen cohen or kohen (Hebrew: “priest”) Jewish priest descended from Zadok (a descendant of Aaron), priest at the First Temple of Jerusalem. The biblical priesthood was hereditary and male. , president and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Cardiac Science. "The anticipated effect of this merger will be to accelerate the adoption rate of Cardiac Science's core technology outside the U.S., generate significant recurring revenue, and potentially save thousands of lives." It is anticipated that the integration of Cardiac Science's life-saving technology into Artema patient monitors will provide a unique product capability advantage in a rapidly consolidating and highly competitive patient monitoring marketplace. Once connected to an Artema patient monitor, Cardiac Science's defibrillation module will ensure that patients are defibrillated within seconds, on a fully automatic basis without the aid of hospital staff, should they suffer a life-threatening heart rhythm Noun 1. heart rhythm - the rhythm of a beating heart cardiac rhythm regular recurrence, rhythm - recurring at regular intervals atrioventricular nodal rhythm, nodal rhythm - the normal cardiac rhythm when the heart is controlled by the . Hospitals will be able to offer patients improved care and prevent complications caused by delayed defibrillation. About Artema Medical Artema develops, manufactures and markets bedside and portable multi-parameter patient monitors and defibrillator devices used in cardiac and emergency care applications inside and outside of hospitals. Artema's products are exported to more than 80 countries via prominent independent distributors encompassing Europe, Asia and the Middle East. About Cardiac Science Cardiac Science develops, manufactures and markets life-saving external cardiac defibrillator devices and proprietary software that monitors and automatically treats patients who suffer life-threatening heart rhythms. The company's core proprietary tachyarrhythmia tachyarrhythmia /tachy·ar·rhyth·mia/ (tak?e-ah-rith´me-ah) any disturbance of the heart rhythm in which the heart rate is abnormally increased. tach·y·ar·rhyth·mi·a n. detection, defibrillation and electrode technology platform has multiple applications, including use in external and wearable defibrillators and with standard patient monitors widely used in hospitals throughout the world. The growth of the company's installed base provides a recurring revenue stream from the sale of proprietary disposable defibrillator electrodes. Cardiac Science's fully automatic detection and defibrillation technology continuously monitors a patient's cardiac activity, instantly detects the onset of a life-threatening heart rhythm, and when appropriate, automatically delivers defibrillation shocks within as little as 10 seconds and without human intervention to re-establish the heart's normal rhythm. Pacing And Clinical Electrophysiology electrophysiology /elec·tro·phys·i·ol·o·gy/ (-fiz?e-ol´ah-je) 1. the study of the mechanisms of production of electrical phenomena, particularly in the nervous system, and their consequences in the living organism. 2. (PACE Vol. 22; 11/1999; p.1648-1655), a peer reviewed cardiology cardiology Medical specialty dealing with heart diseases and disorders. It began with the 1749 publication by Jean Baptiste de Sénac of contemporary knowledge of the heart. Diagnostic methods improved in the 19th century, and in 1905 the electrocardiograph was invented. journal, published results from a multi-center study that concluded Cardiac Science's AECD AECD Automatic external cardioverter-defibrillator A device that monitors cardiac rhythm and automatically defibrillates technology potentially represents a means to improve both mortality and morbidity associated with in-hospital cardiac arrest cardiac arrest n. Abbr. CA A sudden cessation of cardiac function, resulting in loss of effective circulation. Cardiac arrest A condition in which the heart stops functioning. . The company has an exclusive agreement with Medtronic Physio-Control, a division of Medtronic Inc., (NYSE NYSE See: New York Stock Exchange : MDT MDT abbr. Mountain Daylight Time MDT (in the US and Canada) Mountain Daylight Time MDT n abbr (US) (= mountain daylight time) → ), the worldwide market leader in defibrillator products, to distribute the Company's first commercial product, the Powerheart(R), which began shipping in early 2000, in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. , Canada, and nine European countries. The company also sells its products via prominent independent distributors encompassing Asia, the Middle East, Europe and South America South America, fourth largest continent (1991 est. pop. 299,150,000), c.6,880,000 sq mi (17,819,000 sq km), the southern of the two continents of the Western Hemisphere. . For more information on Cardiac Science, visit its Internet site at www.cardiacscience.com. This news release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. Such forward-looking statements include, but are not limited to: a potential transaction between Cardiac Science Inc. and the shareholders of Artema Medical AB that may or may not occur, the life-saving potential of Cardiac Science's technology, the Company's ability to integrate its technology into Artema's monitors, accelerate the adoption rate of the Company's technology, generate significant recurring revenue, potentially save thousands of lives, develop new products, improve patient-care and prevent complications caused by delayed defibrillation. Cardiac Science cautions that these statements are subject to substantial risks and uncertainties and are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements and should not be relied upon by investors when making an investment decision. Information on these and other factors is detailed in the Company's Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ending Dec. 31, 1999 and other documents filed with the Securities and Exchange Commission. We urge investors and stockholders to read the prospectus and any other relevant documents to be filed with the U.S. Securities and Exchange Commission because they will contain important information. Investors and stockholders are able to obtain free copies of these documents at the Commission's Web site at www.sec.gov and upon oral or written request to Cardiac Science Inc., 16931 Millikan Ave., Irvine, Calif., 92606, USA, Attention: Brett Scott, Chief Financial Officer (telephone number +1 949 587 0357). Investors and stockholders should read the prospectus carefully before making a decision concerning the transaction. |
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