Under the terms of the agreement, 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.
The offer price of $5.50 per share represents a premium of 65% to the average price of Criticare common stock over the preceding three months and a premium of 19% to the closing price of Criticare common stock on Friday, February 22, 2008, of $4.62.
Vinod Ramnani, chairman and managing director of Opto Circuits, said: “This transaction will open many new global markets for Criticare’s products and will greatly enhance Opto Circuits’s product offering and presence in the US. We are confident that our global infrastructure and marketing presence will further strengthen Criticare’s position as an innovator and supplier of patient monitoring products.”