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Published on 4/7/2008 in the Prospect News Special Situations Daily.

Opto Circuits, Criticare merger closer to completion with conclusion of tender offer

By Lisa Kerner

Charlotte, N.C., April 7 - Opto Circuits (India) Ltd. announced the completion of its subsidiary's $5.50-per-share tender offer for Criticare Systems, Inc. on April 4.

Criticare stockholders have tendered a total of 11,536,382 shares, or about 93%, of Criticare common stock, including 760,112 shares delivered pursuant to notices of guaranteed delivery, according to a Criticare news release.

Opto Circuits said all of the tendered shares have been accepted for purchase under the terms of the offer. The company expects to merge its subsidiary with and into Criticare in a short-form merger as soon as practicable.

Criticare will become a wholly owned subsidiary of Opto Circuits, and Criticare's stock will no longer be listed on the American Stock Exchange, the release stated.

Opto Circuits is a Bangalore, India, medical device company. Its products include digital thermometers, sensors, probes, pulse oximeters, patient monitoring systems, cardiac stents and catheters.

Milwaukee-based Criticare manufactures and markets patient monitoring systems and noninvasive sensors.


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