Cardiac Science and Quinton Announce Early Termination of Hart-Scott-Rodino Waiting Period Relating to the Companies' Proposed M
June 14 2005 - 2:30AM
PR Newswire (US)
Cardiac Science and Quinton Announce Early Termination of
Hart-Scott-Rodino Waiting Period Relating to the Companies'
Proposed Merger IRVINE, Calif. and BOTHELL, Wash., June 14
/PRNewswire-FirstCall/ -- Cardiac Science, Inc. (NASDAQ:DFIB), a
leading manufacturer of life-saving automatic public-access
defibrillators, and Quinton Cardiology Systems, Inc. (NASDAQ:QUIN),
a global leader in advanced cardiology products, today announced
that both companies have received notification from the Federal
Trade Commission (FTC) that the United States Department of Justice
and the FTC have granted early termination of the Hart-Scott-Rodino
(HSR) Antitrust Improvements Act of 1976 waiting period relating to
the Companies' proposed merger. Termination or expiration of the
HSR waiting period is a condition to completing the proposed merger
of the two companies. About Quinton Cardiology Systems Quinton,
with operations in Bothell, WA, Deerfield, WI and Shanghai, China,
develops, manufactures, markets and services a family of advanced
cardiology products such as electrocardiographs, cardiac stress
test systems, Holter monitors, cardiac rehabilitation telemetry
systems, and cardiology data management systems used in the
diagnosis, monitoring and management of patients with
cardiovascular disease. Quinton markets its products under the
Quinton(R) and Burdick(R) brand names. For more information, please
visit http://www.quintoncardiology.com/ or contact Quinton at (425)
402-2009. About Cardiac Science Cardiac Science, with operations in
Irvine and Lake Forest, CA, Minneapolis, MN, Manchester, England
and Copenhagen, Denmark, develops, manufactures and markets
Powerheart(R)-brand automatic public-access defibrillators (AEDs)
and offers comprehensive AED/CPR training and AED program
management services that facilitate successful deployments. The
Company also makes the Powerheart(R) CRM(TM), the only FDA-cleared
therapeutic patient monitor that instantly and automatically treats
hospitalized cardiac patients who suffer life-threatening heart
rhythms. For more information, please visit
http://www.cardiacscience.com/ or contact Cardiac Science at (949)
797-3800. Where to Find Additional Information about the Merger
Under the terms of the merger agreement, the parties have formed a
new corporation, CSQ Holding Company, and two wholly-owned
acquisition subsidiaries of CSQ Holding Company that will merge
with and into Quinton and Cardiac Science, respectively. As part of
the proposed transaction, Quinton will also merge into CSQ Holding
Company. CSQ Holding Company has filed a registration statement on
Form S-4 containing a preliminary joint proxy statement/prospectus
in connection with the proposed merger transaction. Investors and
security holders are urged to read the definitive joint proxy
statement/prospectus carefully when it becomes available because it
will set forth important information about the proposed
transaction. Investors and security holders may obtain free copies
of these documents (when they are available) and other documents
filed with the Securities and Exchange Commission at the Securities
and Exchange Commission's web site at http://www.sec.gov/. In
addition, investors and security holders may obtain free copies of
the documents filed with the Securities and Exchange Commission by
Cardiac Science by contacting Cardiac Science Investor Relations at
(949) 474- 4300. Investors and security holders may obtain free
copies of the documents filed with the Securities and Exchange
Commission by Quinton by contacting Quinton Investor Relations at
(425) 402-2009. Quinton and its directors and executive officers
also may be deemed to be participants in the solicitation of
proxies from the stockholders of Quinton in connection with the
proposed merger transaction. Information regarding the special
interests of these directors and executive officers in the
transaction described herein is included in the joint proxy
statement/prospectus of Cardiac Science and Quinton described
above. Additional information regarding these directors and
executive officers is also included in Quinton's Annual Report on
Form 10-K/A for the year ended December 31, 2004, which was filed
with the Securities and Exchange Commission on April 22, 2005. This
document is available free of charge at the Securities and Exchange
Commission's web site at http://www.sec.gov/ and from Quinton by
contacting Quinton Investor Relations at (425) 402-2009. Cardiac
Science and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
stockholders of Cardiac Science in connection with the proposed
merger transaction. Information regarding the special interests of
these directors and executive officers in the transaction described
herein will be included in the joint proxy statement/prospectus of
Cardiac Science and Quinton described above. Additional information
regarding the directors and executive officers of Cardiac Science
is also included in Cardiac Science's Annual Report on Form 10-K
for the year ended December 31, 2004, which was filed with the
Securities and Exchange Commission on March 16, 2005. This document
is available free of charge at the Securities and Exchange
Commission's web site at http://www.sec.gov/ and from Cardiac
Science by contacting Cardiac Science Investor Relations at (949)
474-4300. This press release includes forward-looking statements.
These statements may be identified by the use of forward-looking
terminology such as "anticipate," "believe," "continue," "could,"
"estimate," "expect," "intend," "may," "might," "plan,"
"potential," "predict," "should," or "will," or the negative
thereof or other variations thereon or comparable terminology.
Actual results may differ materially from those projected in or
contemplated by the forward-looking statements. Quinton and Cardiac
Science have based these forward-looking statements on current
expectations, assumptions, estimates and projections. While Quinton
and Cardiac Science believe these expectations, assumptions,
estimates and projections are reasonable, such forward-looking
statements are only predictions and involve known and unknown risks
and uncertainties, many of which are beyond each company's
respective control. These risks include: the risk that the combined
company may not achieve the benefits expected from the transaction,
which may have a material adverse effect on the combined company's
business and could result in loss of key personnel, the risk that
the transaction may be completed even though material adverse
changes may result from the announcement of the transaction,
industry-wide changes and other causes, the risk that the combined
company may not be able to develop new competitive products and the
risk that the transaction may not be completed or that the closing
of the transaction may be delayed due to failure to obtain
regulatory or other approvals or the occurrence of a material
adverse change in one or both of the parties. These and other
important factors, including those discussed in Quinton's Annual
Report on Form 10-K for the year ended December 31, 2004, as
amended, under the heading "Certain Factors That May Affect Future
Results," and in Cardiac Science's Annual Report on Form 10-K for
the year ended December 31, 2004, under the heading "Risk Factors,"
may cause the actual results, performance or achievements to differ
materially from any future results, performance or achievements
expressed or implied by these forward-looking statements. Given
these risks and uncertainties, you are cautioned not to place undue
reliance on such forward-looking statements. Neither Cardiac
Science nor Quinton undertakes any obligation to update any such
statements or to publicly announce the results of any revisions to
any such statements to reflect future events or developments. For
Cardiac Science Investors Matt Clawson (Investors) Len Hall (Media)
Allen & Caron Inc (949) 474-4300 Cardiac Science Roderick de
Greef EVP and CFO (949) 797-3800 Quinton Cardiology Systems Mike
Matysik Sr. Vice President and CFO (425) 402-2009 DATASOURCE:
Cardiac Science, Inc. CONTACT: investors, Matt Clawson, or media,
Len Hall, both of Allen & Caron Inc, +1-949-474-4300, for
Cardiac Science; or Roderick de Greef, EVP and CFO of Cardiac
Science, +1-949-797-3800; or Mike Matysik, Sr. Vice President and
CFO of Quinton Cardiology Systems, +1-425-402-2009 Web site:
http://www.quintoncardiology.com/ Web site:
http://www.cardiacscience.com/
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