RiskMetrics and Glass Lewis Recommend CardioDynamics Shareholders Vote FOR the Proposed Merger With SonoSite
2009年8月6日 - 3:21AM
PRニュース・ワイアー (英語)
SAN DIEGO, Aug. 5 /PRNewswire-FirstCall/ -- CardioDynamics
(NASDAQ:CDIC), the innovator and leader of BioZ impedance
cardiography (ICG) technology, today announced that independent
proxy advisory firms RiskMetrics Group, Inc. and Glass Lewis &
Co. have recommended that CardioDynamics shareholders vote "FOR"
approval of the proposed merger with a subsidiary of SonoSite which
will be considered at the August 11, 2009 special meeting of
CardioDynamics shareholders. Shareholders of record as of the close
of business on June 30, 2009 will be entitled to vote at the
meeting. As previously announced, under the terms of the merger
agreement, SonoSite will acquire all of the outstanding shares of
CardioDynamics common stock for $1.35 per share in cash. This is a
premium of 69% over the closing share price on June 8, 2009, the
day before the merger agreement was announced. RiskMetrics
(formerly "ISS," Institutional Shareholder Services) and Glass
Lewis are leading independent U.S. proxy advisory firms and their
voting analysis and recommendations are relied upon by hundreds of
major institutional investment funds, mutual funds and fiduciaries
throughout the country. Mike Perry, Chief Executive Officer of
CardioDynamics commented, "We are pleased with the recommendations
from both RiskMetrics and Glass Lewis that our shareholders vote to
approve our proposed merger with SonoSite." CardioDynamics' Board
of Directors has recommended that shareholders vote in favor of the
merger by completing and returning their proxy card.
CardioDynamics' shareholders are reminded that their vote is
important. Shareholders may be able to vote their shares by
telephone or the Internet if their shares are held by a broker or
other nominee. If shareholders do not vote, it will have the same
effect as a vote against approval of the merger agreement.
Shareholders are advised that if they have any questions or need
any assistance in voting their shares, they should contact
CardioDynamics' proxy solicitor, Advantage Proxy, by telephone at
(877) 870-8565 toll free. 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 has filed a definitive proxy statement with the
Securities and Exchange Commission (SEC). The definitive proxy
materials 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 DEFINITIVE PROXY STATEMENT BECAUSE
IT CONTAINS IMPORTANT INFORMATION. The definitive proxy statement
has been sent to shareholders of CardioDynamics to seek their
approval of the merger agreement and related matters. Investors can
obtain the definitive proxy statement, as well as other filings
containing information about CardioDynamics, free of charge, at the
website maintained by the SEC at http://www.sec.gov/.
Alternatively, copies of the definitive 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: Investor Relations. 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, is contained
in the definitive proxy statement and other relevant materials
filed with the SEC. Investors should read the definitive proxy
statement carefully before making any voting or investment
decisions. About CardioDynamics CardioDynamics
(http://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. (http://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. Forward-looking
Information 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 potential
that our business may suffer 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. DATASOURCE: CardioDynamics
CONTACT: Steve Loomis, Vice President of Operations and Chief
Financial Officer of CardioDynamics, 1-800-778-4825, Ext. 1015, Web
Site: http://www.cdic.com/ http://www.sonosite.com/
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