CardioNet, Inc. (NASDAQ:BEAT), a leading wireless medical technology
company with an initial focus on the diagnosis and monitoring of cardiac
arrhythmias, announced today that it has entered into a definitive
merger agreement with cardioCORE Lab, Inc., a leading centralized
cardiac testing laboratory with locations near Washington, D.C., San
Francisco, CA and London, UK.
The total consideration to be paid by CardioNet will be $23.5 million.
At its option, CardioNet may pay up to $3.5 million of the total
consideration in the form of common stock. The transaction, subject to
customary closing conditions, is expected to close in the third quarter
Joseph Capper, President and Chief Executive Officer of CardioNet,
commented: "The acquisition of cardioCORE is an important step toward
achieving our previously announced strategic objectives. We are now in
an excellent position to leverage our current technology and monitoring
infrastructure into a large and growing adjacent market. Additionally,
this acquisition goes a long way in mitigating some of our revenue
concentration and reimbursement risk. We are truly becoming a
full-service cardiac monitoring company."
Jennifer Cotteleer, President and Chief Executive Officer of cardioCORE,
commented: "We are looking forward to joining forces with CardioNet to
continue the development of products and services that support
excellence in cardiac monitoring for clinical research and patient care.
The combined strength of the companies creates the platform to produce
ongoing innovation in support of this goal."
cardioCORE is expected to generate $19.0 to $20.0 million in revenue and
$3.5 to $4.0 million in EBITDA for the full year 2012. CardioNet will
provide additional information regarding the expected financial impact
of the transaction on its second half results during its earnings
conference call scheduled for August 8, 2012.
CardioNet is a leading provider of ambulatory, continuous, real-time
outpatient management solutions for monitoring relevant and timely
clinical information regarding an individual's health. CardioNet's
initial efforts are focused on the diagnosis and monitoring of cardiac
arrhythmias, or heart rhythm disorders, with a solution that it markets
as Mobile Cardiac Outpatient TelemetryTM (MCOTTM).
More information can be found at http://www.cardionet.com.
cardioCORE has provided superior centralized cardiac testing services to
the pharmaceutical industry for 18 years. Services include centralized
electrocardiography (ECG), Holter monitoring, ambulatory blood pressure
monitoring (ABPM), echocardiography (ECHO), multigated acquisition scans
(MUGA), protocol development, and statistical analysis. The Company is
experienced in cardiac safety and efficacy testing in Phase I-IV and
Thorough QT clinical trials. These services are supported by the
company's advanced data management system featuring the proprietary
HolterGateway? and CardioPortal?. cardioCORE is headquartered in
Rockville, Maryland, with offices in South San Francisco, California and
London, England. www.cardiocore.com
This document includes certain forward-looking statements within the
meaning of the "Safe Harbor" provisions of the Private Securities
Litigation Reform Act of 1995 regarding, among other things, our growth
prospects, the prospects for our products and our confidence in the
Company's future. These statements may be identified by words such as
"expect," "may," "anticipate," "possible," "estimate," "potential,"
"intend," "plan," "believe," "forecast," "promises" and other words and
terms of similar meaning. Such forward-looking statements are based on
current expectations and involve inherent risks and uncertainties,
including important factors that could delay, divert, or change any of
them, and could cause actual outcomes and results to differ materially
from current expectations. These factors include, among other things,
the effect of the cardioCORE acquisition on our business operations and
successful integration into our business,financial results,
effectiveness of our efforts to address operational initiatives,
including cost savings initiatives that affect our business, changes to
insurance coverage, relationships with our government and commercial
payors and reimbursement levels for our products, the success of our
sales and marketing initiatives, our ability to attract and retain
talented executive management and sales personnel, our ability to
identify acquisition candidates, acquire them on attractive terms and
integrate their operations into our business, the commercialization of
new products, market factors, internal research and development
initiatives, partnered research and development initiatives, competitive
product development, changes in governmental regulations and
legislation, the continued consolidation of payors, acceptance of our
new products and services and patent protection, adverse regulatory
action and litigation success. For further details and a discussion of
these and other risks and uncertainties, please see our public filings
with the Securities and Exchange Commission, including our latest
periodic reports on Form 10-K and 10-Q. We undertake no obligation to
publicly update any forward-looking statement, whether as a result of
new information, future events, or otherwise.
Heather C. Getz, 800-908-7103