Opto Circuits (India) Limited, India's leading manufacturer of medical diagnostics and interventional products, has entered into a definitive agreement with Criticare Systems, Inc, a leading US-based healthcare company, to launch a tender offer to acquire all the outstanding shares of Criticare at an offer price of US $5.50 per share, for an aggregate price of approximately US $68 million (including debt and cash).
The offer price represents a premium of 65 per cent to the average price of Criticare common stock over the preceding three months and a premium of 19 per cent, to the closing price of Criticare common stock on Friday, February 22, 2008, of US $4.62.
Vinod Ramnani, chairman and managing director of Opto Circuits, commented on the transaction, "This acquisition will help Opto expand its patient monitoring business and will further fortify its presence in the United States. Over the years, Criticare has built a very strong reputation for high-quality and innovative products and services".
Under the terms of the agreement, which is being made publicly available through a filing by Criticare Systems with the SEC, a wholly-owned subsidiary of Opto Circuits will make an all cash tender offer for all outstanding shares of Criticare common stock and then merge with Criticare.
The board of directors of Criticare has unanimously recommended that the stockholders of Criticare accept the offer and tender their shares of Criticare common stock pursuant to the offer.
He also added, "This transaction will also open many new markets for Criticare's products. We are confident that our global infrastructure and marketing presence will only enhance Criticare's position as an innovator and supplier of world class healthcare solutions".
"We believe this transaction will provide significant value to our stockholders, and will accelerate Criticare's growth through enhanced market presence while creating a stronger platform to serve our customers worldwide," said Emil Soika, president and CEO of Criticare.
Roth Capital Partners acted as financial advisor to Criticare in the transaction and delivered a fairness opinion to Criticare's board of directors.