The Bangalore, India-based medical device developer acquired Cardiac Science in two steps: An all-cash tender offer for $2.30 per share, under which it bought a 77 percent stake; and a short-form merger by which it snapped up enough of the remaining shares to forego stockholders’ formal approval under Delaware law.
The tender offer is a 10 percent premium over CSCX’s Oct. 18 closing price and a 30 percent premium on its average closing price over 100 days before the merger was announced Oct. 19.
The deal’s closing means CSCX shares will cease trading on the NASDAQ exchange “as promptly as practicable following the effective time of the merger,” according to an Opto Circuits press release.
Bothell, Wash.-based Cardiac Science’s share price took a hit after an April recall of its external defibrillators. The Food & Drug Administration warned that 280,000 external defibrillators with components made by Cardiac Science could malfunction, expanding a November 2009 recall. In June, Cardiac Science said it would replace 24,000 defibrillators implicated in the same recall because the device’s flaws could not be remedied with software patches.
The company’s second-quarter earnings took big dip on an $11 million charge related to the recall. CSCX reported a net loss of $18.5 million, or 78 cents per diluted share, on sales of $36.1 million during the three months ended June 30, compared with a net loss of $2.1 million, or 9 cents per diluted share, on sales of $36.1 million during Q2 2009. Its Q3 earnings are due out at the end of this month.