<PAGE>
EXHIBIT 7.2
Not for release in or into the United States, Canada, Australia or Japan. No
offer is being made hereby to persons whose participation in the offer requires
that further prospectus, registration or other measures are taken in addition to
those required under Swedish law.
Press release
January 10, 2001
Cardiac Science Tenders Public Offer to Acquire Artema Medical AB
The Board of Directors of Cardiac Science, Inc., ("Cardiac Science") is hereby
pleased to announce that it has tendered a public offer (the "Offer") for all
the outstanding A- and B- shares of Artema Medical AB ("Artema"). 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 USD 20
million for all the issued and outstanding shares of Artema. The Offer is
equivalent to a bid premium of 117% based on the closing price of the Artema
shares on January 9, 2001(1).
Cardiac Science develops, manufactures and markets life-saving external cardiac
defibrillator devices and proprietary software that monitors and automatically
treats patients who suffer a life-threatening heart rhythm. Cardiac Science is
publicly traded on the Nasdaq National Market System Stock Exchange
(Nasdaq:"DFIB") in the United States.
Artema develops, manufactures and markets equipment for measuring and monitoring
vital patient parameters within the fields of anesthesia, intensive care and
emergency care. The product portfolio consists of gas analyzers, patient
monitors and defibrillators.
O Cardiac Science is offering a minimum of 3,333,333 and a maximum of
4,444,444 newly issued shares of common stock for all outstanding A- and
B-shares of Artema(2).
O The exchange ratio between the Artema and Cardiac Science shares will be
calculated using the trailing 10-day average price of Cardiac Science stock
prior to the commencement of the acceptance period.
--------
(1) Based on the closing price of the Artema and Cardiac Science shares of SEK
5.75 and USD 5.00, respectively, and the exchange rate 9.50 SEK/USD.
(2) A total of 15,236,250 shares.
<PAGE>
|_| If the average share price of Cardiac Science equals or exceeds USD 6.00,
the exchange ratio will be 0.21878 shares of Cardiac Science common stock
for each outstanding Artema A- and B- share. If the average share price of
Cardiac Science falls to USD 4.50 or below, the exchange ratio will be
0.29170 shares of Cardiac Science common stock for each outstanding Artema
A- and B- share. The final adjustment from 0.29170 to 0.21878 will be
proportional with the average closing price of Cardiac Science stock
between USD 4.50 and USD 6.00 per share.
|_| The Offer is equivalent to a bid premium of 117% based on the closing price
of the Artema shares on January 9, 2001(3). The Offer is equivalent to a
bid premium of 140% based on the average closing price of the Artema
share during the 20 trading days preceding the Offer.
|_| Cardiac Science intends to assist in arranging a simplified procedure
through which minor shareholdings of Cardiac Science to be sold.
|_| The Board of Directors of Artema recommends that the shareholders accept
the Offer.
|_| Shareholders of Artema, representing 20.2% of the voting rights and 14.0%
of the share capital of Artema are in favor of the Offer and intend to
tender their shares.
Statement by the Chief Executive Officer of Cardiac Science
"We believe Artema is an excellent strategic fit with Cardiac Science and this
business combination, when consummated, can create significant value for the
shareholders of both Artema and Cardiac Science," said Raymond W. Cohen,
president and CEO of Cardiac Science. "By combining our technology with Artema's
patient monitors and defibrillators we will be able to create a product line
that is unique in the marketplace and which will offer us significant
competitive marketing advantages, as well as accelerate the adoption rate of our
core technology. In addition, the integration of our proprietary automatic
defibrillation technology into Artema's installed base of approximately 6,000
hospital patient monitors located in Europe and the Middle East, represents a
significant recurring revenue opportunity."
Comment by the Chairman of Artema
"Cardiac Science's bid is aligned with Artema's long-term strategy to find a
partner," says Claes-Goran Fridh, Artema's board chairman. "Through this
transaction, Artema gets access to new technology within the defibrillation area
and gains a presence on the US market, which contributes substantially to
improved growth opportunities. Artema's installed product base enables excellent
expansion opportunities for the combined companies.
-----------
(3) Based on the closing price of the Artema and Cardiac Science shares of SEK
5.75 and USD 5.00, respectively, and the exchange rate 9.50 SEK/USD.
<PAGE>
Background and Motives
Cardiac Science develops 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 and Artema believe that this transaction is compelling for the
following reasons:
o The integration of Cardiac Sciences' tachyarrhythmia detection and
defibrillation technology platform with Artema's patient monitor and
defibrillator product lines will provide an important competitive marketing
advantage.
o The adoption rate of Cardiac Sciences core technology will be accelerated
through the use of Artema's distribution channels and visa versa.
o Artema's installed base of 6,000 patient monitors will be leveraged by the
addition of Cardiac Sciences' proprietary technology to generate
significant recurring revenue through the sale of disposable defibrillator
electrodes.
The Offer
The Offer contains the following key terms:
|_| Cardiac Science is offering a minimum of 3,333,333 and a maximum of
4,444,444 newly issued shares of common stock for all outstanding A- and
B- shares of Artema. The A- and B- shareholders will be treated on equal
terms.
|_| The exchange ratio between the Artema and Cardiac Science shares will be
calculated using the trailing 10-day average price of Cardiac Science stock
prior to the commencement of the acceptance period.
|_| If the average share price of Cardiac Science equals or exceeds USD 6.00,
the exchange ratio will be 0.21878 shares of Cardiac Science common stock
for each outstanding Artema A- and B- share. If the average share price of
Cardiac Science falls to USD 4.50 or below, the exchange ratio will be
0.29170 shares of Cardiac Science common stock for each outstanding Artema
A- and B- share. The final adjustment from 0.29170 to 0.21878 will be
proportional with the average closing price of Cardiac Science stock
between USD 4.50 and USD 6.00 per share.
|_| Cardiac Science intends to assist in arranging a simplified procedure
through which minor shareholdings of Cardiac Science to be sold.
<PAGE>
The offer is subject to the following conditions:
|_| Acceptance by shareholders representing more than 90% of the total number
of shares and votes of Artema. Cardiac Science reserves the right to
complete the offer at lower degree of acceptance.
|_| That all regulatory requirements in the USA and Sweden are satisfied and
that Cardiac Science will obtain the necessary regulatory approvals.
|_| That prior to the termination of the acceptance period, no material Artema
agreement will be breached or terminated as a result of a change in
control, and that no unforseen liabilities arise which could exceed USD 3
million.
|_| That prior to the date when the announcement has been made that the Offer
will be completed, the acquisition, in the judgement of Cardiac Science, is
not rendered partially or wholly impossible or significantly impeded as a
result of legislation, regulation, any decision of court or public
authority or comparable measures in Sweden or elsewhere, which exists or
may be anticipated, or as a result of other circumstances beyond the
control of Cardiac Science.
The value of the Offer:
|_| The Offer is equivalent to a bid premium of 117% based on the closing price
of the Artema shares on January 9, 2001(4). The Offer is equivalent to a
bid premium of 140% based on the average closing price of the Artema shares
during the 20 trading days preceding the Offer.
The Offer is recommended by the Board of Directors of Artema
The Board of Directors of Artema recommends that the shareholders of Artema
accept the offer.
Acceptance of Offer
Shareholders of Artema representing 20.2% of the voting rights and 14.0% of the
share capital of Artema are in favor of the Offer and intend to tender their
shares.
Number of shares
Cardiac Science has approximately 24.7 million shares issued and outstanding,
and approximately 30.3 million outstanding on a fully diluted basis, before the
Offer to acquire Artema. Cardiac Science will as a consequence of the Offer
issue a minimum of 3,333,333 and a maximum of 4,444,444 new common shares
assuming the full acceptance of the Offer. The final number of new common shares
to be issued will be determined just prior to the commencement of the acceptance
period.
-----------
(4) Based on the closing price of the Artema and Cardiac Science shares of SEK
5.25 and USD 4.8125, respectively, and the exchange rate 9.46 SEK/USD.
<PAGE>
Timetable
A prospectus is expected to be distributed in the beginning of March. The
acceptance period will run for a minimum of three weeks during late March and
early April. Filings are expected to take place with the Swedish Financial
Supervisory Authority and the U.S. SEC in early March. Settlement of the
transaction is anticipated to take place during the last half of April according
to this timetable. A more specific timetable will be released as part of the
prospectus.
Cardiac Science's ownership in Artema
Cardiac Science does not currently own any shares in Artema.
Stockholm January 10, 2001
Cardiac Science, Inc Artema Medical AB (publ)
Board of Directors Board of Directors
Contact:
Cardiac Science Inc. Artema Medical
Raymond W. Cohen Thomas Axelsson
President & Chief Executive Officer Chief Executive Officer
+1 949 587-0357 +46 8 733 02 60
Encls.
<PAGE>
Presentation of Cardiac Science
Cardiac Science, based in Irvine, California, 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.
For the fiscal year ended December 31, 1999, Cardiac Science reported revenues
of USD 103,000 and net losses of USD 7,719,000. For the 9 months ended September
30, 2000, Cardiac Science reported revenues of USD 2,759,000 and net losses of
USD 25,560,000 (USD 13,587,000 of this loss is "acquired R&D write-off"
associated with the acquisition of Cadent Medical, Inc. in July 2000). Cash and
cash equivalents was USD 25,176,000 as per September 30, 2000.
Cardiac Science currently has 95 full time employees.
Cardiac Science has been a publicly traded company since 1991 and is quoted on
the Nasdaq National Market System Stock Exchange (Nasdaq:"DFIB") in the United
States.
For more information on Cardiac Science, please visit its Internet site at
www.cardiacscience.com.
Presentation of Artema
Artema is a Stockholm based, niche oriented, research led, medical technology
company. Its products are sold in more than 80 countries and 98% of sales are
international .
Artema develops, manufactures and markets equipment for measuring and monitoring
vital patient parameters within the fields of anesthesia, intensive care and
emergency care. The product portfolio consists of gas analyzers, patient
monitors and defibrillators.
Artema has a strong position in the field of compact gas analyzers and monitors
especially within the anesthesia and intensive care market segments, in addition
to a strong European market position for defibrillators within emergency care
arena.
At year-end 1999, the number of employees was 198.
<PAGE>
The shares of Artema have been listed on the OM Stockholm Exchange O-list since
May 4, 1999.
<PAGE>
-------------------------------------------------------------------------------
Important Disclosure according to US Securities and Exchange Commission
regulation
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 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 (telephone
number +1 949 587 0357).
INVESTORS AND STOCKHOLDERS SHOULD READ THE PROSPECTUS CAREFULLY BEFORE MAKING A
DECISION CONCERNING THE TRANSACTION.
-------------------------------------------------------------------------------
