Opto Circuits merges Jolt Acquisition into Cardiac Science

Dec 4 2010

Opto Circuits (India) Ltd. [BSE Code: 532391; NSE: OPTOCIRCUI] today announced that it has completed the merger of its wholly-owned subsidiary, Jolt Acquisition Company, into Cardiac Science Corporation (Nasdaq: CSCX).  As a result of the transaction, Cardiac Science has become a wholly-owned subsidiary of Opto Circuits.

The merger follows (i) Opto Circuits' acquisition, through a tender offer by Jolt Acquisition, of approximately 77% of Cardiac Science's outstanding common stock at a price of $2.30 per share, net to the seller in cash, without interest and less any required withholding taxes and (ii) Jolt Acquisition's subsequent exercise of its top-up option, pursuant to which it acquired directly from Cardiac Science a sufficient amount of shares to effect a short-form merger under Delaware law, that is, without a vote or meeting of the remaining Cardiac Science stockholders.  In the merger, each remaining outstanding share of Cardiac Science stock was cancelled and (other than shares held in the treasury of Cardiac Science, shares owned by Opto Circuits, Jolt Acquisition or any other direct or indirect wholly-owned subsidiary of Opto Circuits, or shares held by stockholders who properly demand and perfect appraisal rights under Delaware law) converted into the right to receive $2.30 per share, net to the holder in cash, without interest, and less any required withholding taxes.

Opto Circuits intends to delist and de-register Cardiac Science's common stock as promptly as practicable following the effective time of the merger, and Cardiac Science's common stock will cease to be traded on NASDAQ. Detailed instructions will be mailed to former Cardiac Science stockholders who did not tender their shares into the tender offer outlining the steps to be taken to obtain the merger consideration or exercise appraisal rights under Delaware law.