IRVINE, Calif., May 5, 2009 (GLOBE NEWSWIRE) -- Alsius Corporation (Nasdaq:ALUS)
announced today that it completed the sale of its assets constituting its
intravascular temperature management device business to a wholly-owned
subsidiary of ZOLL Medical Corporation (Nasdaq:ZOLL) for a purchase price of $12
million in cash.
William Worthen, Alsius' President and Chief Executive Officer, stated, "The
state of the financial markets made it very difficult to continue to finance
Alsius as a stand-alone entity, and we believe the sale to ZOLL was the best
solution for our stockholders. ZOLL's knowledge of critical care products and
financial strength should ensure that Alsius' temperature management solutions
continue to be supported."
Following approval of the transaction by holders of a majority of the
outstanding Alsius common stock, Alsius provided a definitive information
statement to its stockholders reporting in detail on the terms of the
transaction and the subsequent wind down of Alsius' affairs, including how it
will use the $12 million in sales proceeds to repay indebtedness, transaction
expenses and other costs. After settling all liabilities, Alsius will distribute
its remaining cash to its stockholders. Alsius currently anticipates making an
initial distribution of $0.30 to $0.32 per share to Alsius stockholders by the
end of June 2009. After the one-year anniversary of the sale, when the period
for ZOLL to make indemnity claims under the purchase agreement expires, Alsius
anticipates making a final distribution to stockholders of available cash.
Alsius estimates that when all distributions have been made (including the
intended final distribution in approximately one year), it will return $8
million in total, or $0.36 per share, to stockholders, which exceeds its
previously reported estimate of $0.34 per share. However, if liabilities are
greater than estimated or if unknown liabilities are incurred, or if collections
on accounts receivable are less than expected, then the amount available for
distribution will be less than currently anticipated (or could be greater if
liabilities are less than expected or collections exceed expectations).
Alsius intends to file a certificate of dissolution with the Delaware Secretary
of State today, and in connection with the dissolution, Alsius will be changing
its corporate name to ALUS Liquidation Corp. and the name of Alsius Medical
Corporation, its wholly owned operating subsidiary, to ALUS Operating
Liquidation Corp., as ZOLL has purchased the rights to the Alsius name and
trademarks in connection with the asset sale.
Alsius also intends to notify Nasdaq today of its intent to delist its common
stock from the Nasdaq Capital Market. Alsius currently anticipates that on May
15, 2009 it will file with the SEC a Form 25 relating to the delisting of the
stock. Alsius expects that trading in the stock will be suspended by Nasdaq
effective at the open of business on May 15, 2009, with official delisting of
the stock becoming effective ten days thereafter, on May 25, 2009. Any
distributions that Alsius makes will be based on shareholdings as of the close
of business on the date trading in its stock ceases.
About Alsius Corporation
Alsius, headquartered in Irvine, Calif., is a medical device company that has
developed, manufactured and sold proprietary products to precisely control
patient temperature in hospital critical care settings. Controlling body
temperature, through cooling and warming, is becoming the standard of care for
patients in select critical conditions and those undergoing a variety of
surgical procedures. Prior to the asset sale to ZOLL, completed on May 4, 2009,
Alsius marketed a comprehensive suite of catheter-based intravascular
temperature management products. For more information, visit
http://www.alsius.com.
The Alsius Corporation logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=6072
Certain statements contained in this press release, including statements
regarding the future business of Alsius Corporation, and other statements
contained herein regarding matters that are not historical facts, are
"forward-looking" statements (as defined in the Private Securities Litigation
Reform Act of 1995). Because such statements are subject to risks and
uncertainties, actual results may differ materially from those expressed or
implied by such forward-looking statements. In particular, the amount and timing
of distributions to Alsius stockholders from the proceeds of the sale to Zoll
may vary significantly from those discussed herein, due to a variety of factors,
including but not limited to, Alsius' ability to collect its outstanding
accounts receivable, claims which may be made by Zoll under the purchase
agreement with Alsius, claims which may be made by other parties during the
process of winding Alsius down, and other unforeseen complications and expenses.
Other factors that could cause actual results to differ from those expressed or
implied in this release are described in Alsius' Annual Report on Form 10-K for
the year ended December 31, 2008 and its Information Statement on Schedule 14C
describing the sale transaction with Zoll, each of which is available on
www.sec.gov.
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CONTACT: Alsius Corporation
Andrew Wade
(949) 453-0150 ext. 156
