CardioDynamics Agrees to be Acquired by SonoSite for $1.35 Per Share

Tue Jun 9, 2009 5:00pm EDT
 
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Merger Adds Complementary Products and Expands Sales Channels for Both
Companies

SAN DIEGO, June 9 /PRNewswire-FirstCall/ -- CardioDynamics (Nasdaq: CDIC), the
innovator and leader of BioZ(R) Impedance Cardiography (ICG) technology, today
announced that it has entered into a definitive merger agreement whereby
SonoSite (Nasdaq: SONO) will acquire CardioDynamics in exchange for $1.35 per
share in cash.  The price paid represents a 69% premium over the closing share
price on June 8, 2009.  The aggregate transaction value will be approximately
$12.3 million, including assumption of approximately $2.3 million of net debt.
 The boards of directors for both companies have approved the merger
agreement.  The transaction is subject to customary regulatory approvals and
approval by the shareholders of CardioDynamics and is expected to close in the
third quarter of calendar 2009.  Approval by the shareholders of SonoSite is
not required.  

During the fiscal year ended November 30, 2008, CardioDynamics generated
revenues of $24.5 million and SonoSite generated revenues of $243.5 million
for its fiscal year ending December 31, 2008.  SonoSite is the innovator and
world leader in hand-carried ultrasound.  SonoSite's small, lightweight
systems are expanding the use of ultrasound across the clinical spectrum by
cost-effectively bringing high performance ultrasound to the point of patient
care.  

Michael K. Perry, CardioDynamics CEO, commented, "This acquisition is the
result of an extensive process and fulfills our Board of Directors' objective
to maximize shareholder value.  We are pleased with SonoSite's recognition of
the value that we have produced in creating a new medical marketplace with ICG
technology and building a strong physician office sales channel and large
installed physician base.  Through this merger we are joining an industry
leader in point of care medicine who shares our vision of creating
non-invasive technologies that improve outcomes and reduce the cost of patient
care.  The acquisition will accelerate the expansion of both SonoSite's and
CardioDynamics' cardiovascular platforms and benefit the customers, employees
and shareholders of both companies."

Kevin M. Goodwin, SonoSite President and CEO, stated, "The acquisition of
CardioDynamics is part of a strategic initiative that moves SonoSite forward
toward our long-stated goal of adding clinical value and reducing healthcare
system costs in cardiovascular disease management.  CardioDynamics is the
platform we will build upon to achieve this goal.  Additionally,
CardioDynamics has established a solid direct sales channel in the U.S. with
38 sales representatives calling on cardiologists, internal medicine and
family medicine practitioners, primarily in physician office settings. We
believe we can leverage this channel to build on our existing footprint in
point of care markets."

Rhonda F. Rhyne, CardioDynamics President, added, "We sincerely thank our
employees, customers and partners for their contributions in making ICG an
important part of cardiovascular care for the over 12,000 physicians who use
ICG daily.  We are excited for the opportunity to combine with SonoSite and
leverage our innovative product portfolios and sales channels through each
other's existing customer base.  This will enable both companies to extend our
reach to even more physicians and hospitals for the benefit of patients. 
Additionally, we expect that the acquisition of CardioDynamics by SonoSite
will provide the incremental resources necessary to help make ICG a
cardiovascular standard of care."

Cain Brothers & Company LLC acted as financial advisor and Pillsbury Winthrop
Shaw Pittman LLP acted as legal counsel to CardioDynamics.  GCA Savvian acted
as financial advisor and Fenwick & West LLP acted as legal counsel to
SonoSite.

About CardioDynamics
CardioDynamics (www.cdic.com), the ICG Company, is the innovator and leader of
an important medical technology called Impedance Cardiography (ICG).  The
Company develops, manufactures and markets noninvasive ICG diagnostic and
monitoring devices and markets proprietary ICG sensors. The Company's ICG
Systems are being used by physicians around the world to help battle the
number one killer of men and women -- cardiovascular disease. Partners include
GE Healthcare, Philips Medical Systems and Mindray.

About SonoSite
SonoSite, Inc. (www.sonosite.com) is the innovator and world leader in
hand-carried ultrasound.  Headquartered near Seattle, the company is
represented by ten subsidiaries and a global distribution network in over 100
countries.  SonoSite's small, lightweight systems are expanding the use of
ultrasound across the clinical spectrum by cost-effectively bringing high
performance ultrasound to the point of patient care.  The company employs
approximately 700 people worldwide.

Additional Information About the Transaction 
This announcement is neither a solicitation of a proxy, an offer to purchase,
nor a solicitation of an offer to sell, shares of CardioDynamics. In
connection with the proposed transaction, CardioDynamics will file a proxy
statement with the Securities and Exchange Commission (SEC). The definitive
proxy materials will contain important information regarding the merger,
including, among other things, the recommendation of CardioDynamics' Board of
Directors with respect to the merger. INVESTORS ARE URGED TO READ THE PROXY
STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. You will be able to obtain the proxy statement, as well as other
filings containing information about CardioDynamics, free of charge, at the
website maintained by the SEC at www.sec.gov. Copies of the proxy statement
and other filings made by CardioDynamics with the SEC can also be obtained,
free of charge, by directing a request to CardioDynamics, 6175 Nancy Ridge
Drive, Suite 300, San Diego, California 92121, Attention: Chief Financial
Officer. 

Participants in the Solicitation 
The directors and executive officers of CardioDynamics and other persons may
be deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding CardioDynamics' directors and
executive officers is available in its Annual Report on Form 10-K filed with
the SEC on February 10, 2009. Other information regarding the participants in
the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the proxy
statement and other relevant materials to be filed with the SEC when they
become available. Investors should read the proxy statement carefully when it
becomes available before making any voting or investment decisions.

Forward-looking Information and the Private Litigation Reform Act of 1995 
Certain statements in this press release are "forward-looking statements" for
the purposes of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. One can identify these forward-looking
statements by the use of the words such as "expect," "anticipate," "plan,"
"may," "will," "estimate" or other similar expressions. These forward-looking
statements are based on the opinions and estimates of our management at the
time the statements are made and are subject to risks and uncertainties that
could cause actual results to differ materially from those expected or implied
by the forward-looking statements. These statements are not guaranties of
future performance and are subject to known and unknown risks and
uncertainties and are based on potentially inaccurate assumptions and other
factors, including, but not limited to estimates about the benefits of the
business combination transaction involving the companies, including future
financial and operating results, continued market acceptance of product
offerings, the failure of our shareholders to approve the merger, the
potential effects on our business  as a result of the uncertainty regarding
the merger, and the risk that the acquisition may not be completed in the time
frame expected by the parties, or at all. Additional information regarding
factors that may affect future results are described in our  filings with the
SEC, including, without limitation, our Annual Report on Form 10-K and
Quarterly Report on Form 10-Q. We caution readers not to place undue reliance
upon these forward-looking statements that speak only as to the date of this
release. We undertake no obligation to publicly revise any forward-looking
statements to reflect new information, events or circumstances after the date
of this release or to reflect the occurrence of unanticipated events.



SOURCE  CardioDynamics

Steve Loomis, Chief Financial Officer of CardioDynamics, 1-800-778-4825, ext.
1015, sloomis@cardiodynamics.com

 

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