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EXHIBIT 7.1
Contact:
Cardiac Science Inc. Artema Medical AB
Raymond W. Cohen Thomas Axelsson
President & Chief Executive Officer Chief Executive Officer
+1 949 587-0357 +46 8 733 02 60
CARDIAC SCIENCE TENDERS OFFER TO
ACQUIRE ARTEMA MEDICAL
European Manufacturer of Patient Monitors and Defibrillators
Generated Revenue of $19 million in the First Nine Months of 2000
IRVINE, Calif.-- Jan. 10, 2001-- Cardiac Science Inc. (Nasdaq: DFIB)
announced today that it has tendered an offer to acquire all of the outstanding
shares of Artema Medical AB of Stockholm, Sweden, a manufacturer of patient
monitors and external cardiac defibrillator devices. Artema's stock is publicly
traded on the OM Stockholm Exchange O-List (Symbol: ARTM). The Board of
Directors of Artema will recommend the Cardiac Science offer to their
shareholders.
As consideration, Cardiac Science will issue common stock valued at $20
million for all of the issued and outstanding shares of Artema. Although the
final exchange ratio of Cardiac shares issued in the transaction will be based
on a trailing 10-day average price of Cardiac stock, the transaction is subject
to a "collar," pursuant to which the number of Cardiac shares issued as
consideration in the transaction may not be less than 3,333,333 nor more than
4,444,444. Cardiac's offer is conditional upon the tender of at least 90% of the
issued and outstanding shares of Artema and receiving all required Swedish and
US regulatory approvals.
"The acquisition of Artema, when consummated, will be an excellent
strategic fit for Cardiac Science. We look forward to the benefit of Artema's
revenue base and strong distribution channels in Europe, the Middle East and
Asia. By combining our proprietary automatic defibrillation technology with
Artema's patient monitors and external defibrillators, we will be able to create
a product line that is unique and will offer us significant competitive
marketing advantages. Moreover, we plan to offer our automatic defibrillation
module to Artema's installed base of approximately 6,000 hospital patient
monitors," said Raymond W. Cohen, president and CEO of Cardiac Science. "The
anticipated effect of this merger will be to accelerate the adoption rate of
Cardiac Science's core technology outside the US, generate significant recurring
revenue, and potentially save thousands of lives."
It is anticipated that the integration of Cardiac Science's
life-saving technology into Artema patient monitors will provide a unique
product capability advantage in a rapidly consolidating and highly competitive
patient monitoring marketplace. Once connected to an Artema patient monitor,
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Cardiac Science's defibrillation module will ensure that patients are
defibrillated within seconds, on a fully automatic basis without the aid of
hospital staff, should they suffer a life-threatening heart rhythm. Hospitals
will be able to offer patients improved care and prevent complications caused by
delayed defibrillation.
About Artema Medical
Artema develops, manufactures and markets bedside and portable
multi-parameter patient monitors and defibrillator devices used in cardiac and
emergency care applications inside and outside of hospitals. Artema's products
are exported to over 80 countries via prominent independent distributors
encompassing Europe, Asia and the Middle East.
About Cardiac Science
Cardiac Science develops, manufactures and markets life-saving external
cardiac defibrillator devices and proprietary software that monitors and
automatically treats patients who suffer life-threatening heart rhythms. The
company's core proprietary tachyarrhythmia detection, defibrillation and
electrode technology platform has multiple applications, including use in
external and wearable defibrillators and with standard patient monitors widely
used in hospitals throughout the world. The growth of the company's installed
base provides a recurring revenue stream from the sale of proprietary disposable
defibrillator electrodes.
Cardiac Science's fully automatic detection and defibrillation
technology continuously monitors a patient's cardiac activity, instantly detects
the onset of a life-threatening heart rhythm, and when appropriate,
automatically delivers defibrillation shocks within as little as 10 seconds and
without human intervention to re-establish the heart's normal rhythm. Pacing And
Clinical Electrophysiology (PACE Vol. 22; 11/1999; p.1648-1655), a peer reviewed
cardiology journal, published results from a multi-center study that concluded
Cardiac Science's AECD technology potentially represents a means to improve both
mortality and morbidity associated with in-hospital cardiac arrest.
The company has an exclusive agreement with Medtronic Physio-Control, a
division of Medtronic Inc., (NYSE: MDT), the worldwide market leader in
defibrillator products, to distribute the Company's first commercial product,
the Powerheart(R), which began shipping in early 2000, in the United States,
Canada, and nine European countries. The company also sells its products via
prominent independent distributors encompassing Asia, the Middle East, Europe
and South America. For more information on Cardiac Science, please visit its
Internet site at www.cardiacscience.com.
This news release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Act of 1934. Such forward looking statements include, but are not
limited to: a potential transaction between Cardiac Science, Inc. and the
shareholders of Artema Medical AB that may or may not occur, the life-saving
potential of Cardiac Science's technology, the Company's ability to integrate
its technology into Artema's
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monitors, accelerate the adoption rate of the Company's technology, generate
significant recurring revenue, potentially save thousands of lives, develop new
products, improve patient-care and prevent complications caused by delayed
defibrillation. Cardiac Science cautions that these statements are subject to
substantial risks and uncertainties and are qualified by important factors that
could cause actual results to differ materially from those reflected by the
forward-looking statements and should not be relied upon by investors when
making an investment decision. Information on these and other factors is
detailed in the Company's Form 10-K for the year ending December 31, 1999 and
other documents filed with the Securities and Exchange Commission.
WE URGE INVESTORS AND STOCKHOLDERS TO READ THE PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS TO BE FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders are able to
obtain free copies of these documents at the Commission's website at www.sec.gov
and upon oral or written request to Cardiac Science, Inc., 16931 Millikan
Avenue, Irvine, California, 92606, USA, Attention: Mr. Brett Scott, Chief
Financial Officer (telephone number +1 949 587 0357).
INVESTORS AND STOCKHOLDERS SHOULD READ THE PROSPECTUS CAREFULLY BEFORE MAKING A
DECISION CONCERNING THE TRANSACTION.
