SKANEATELES FALLS, N.Y. and DELFT, The Netherlands, Jan. 20, 2003 (PRIMEZONE) --
Dutch Company is Considered to be the Technology Pioneer and
Global Market Leader in the Fast Growing PC-Based
ECG Market Segment
Welch Allyn Inc., a privately held company, and Cardio Control NV (Amsterdam:CADI), a publicly-traded Dutch company (Euronext Amsterdam-Cardio Control), jointly announced today that their governing boards have approved a proposed friendly cash offer by Welch Allyn to acquire all outstanding shares of Cardio Control stock for Euro 6.00 per share.
The offer price represents a 38% premium over the closing price of Euro 4.35 on November 8, 2002, the last trading day prior to the first public disclosure by Cardio Control that exploratory discussions were taking place with a third party about a possible strategic alliance, and a 18% premium over the closing price of Euro 5.10 on January 17, 2003, the last trading day prior to the date of this announcement. The Supervisory Board and the Management Board of Cardio Control envisage to fully support the intended offer and will recommend that shareholders accept the Offer when made.
Based on the number of outstanding Cardio Control shares and options on shares, the expected offer reflects a value of more than Euro 18 million. Cardio Control expects 2002 revenues to total just over Euro 10 million.
"In recent years, we have been able to serve our front-line clinical customers more completely by successfully expanding into new product areas such as diagnostic cardiology," said Bonnie Labosky, group vice president of Welch Allyn, Inc. "This transaction furthers Welch Allyn's interest in advancing its worldwide cardio pulmonary and information management market presence. It also allows Welch Allyn to obtain core competencies and technologies to enhance the capture and management of patient clinical data in highly cost effective ways."
"Cardio Control becoming a part of Welch Allyn will accelerate the growth of our business. This offer is the best guarantee for long-term survival in a rapidly consolidating market," explained Dick G. van Luijk, Cardio Control's managing director.
The proposed offer will be made, subject to certain conditions, including the satisfactory completion of due diligence, and the condition that a sufficient number of Cardio Control shares will be tendered under the Offer to result in Welch Allyn owning at least 95% of the issued share capital of Cardio Control at closing. If the Offer is completed it is the intention of Welch Allyn to take the necessary steps to have the Cardio Control shares delisted from Euronext Amsterdam.
The offer memorandum, containing the terms and conditions of the proposed offer is expected to be made available in February 2003. The Authority Financial Markets (Authority FM) and Euronext Amsterdam have been informed.
About Welch Allyn: Welch Allyn, Inc. was founded in 1915 and is today a leading manufacturer of innovative medical diagnostic equipment, patient monitoring systems, and miniature precision lamps. Headquartered in Skaneateles Falls, New York, USA, Welch Allyn employs more than 2,300 people and has numerous manufacturing, sales, and distribution facilities located throughout the world. Additional information on Welch Allyn and its products may be found at www.welchallyn.com.
About Cardio Control: Cardio Control designs, develops, markets and sells medical diagnostic systems for heart and lung functions. Over the past several years, the company introduced new unique software for recording and analyzing combined medical and patient data for both centralized and remote use with built-in features for telemedicine and connectivity with electronic medical record software. Highly valued is Cardio Control's Medical Diagnostic Workstation-with unique patient and medical data management, including the following (modular) products: 12-lead ECG, Stress-test ECG, Holter ECG, Mini-holter ECG, Spirometry and Ambulatory Blood Pressure. For additional information about Cardio Control and its products, check Website at: www.cardiocontrol.com.