February 23, 2009 - Alsius Corp. said today it has signed an agreement with a subsidiary of ZOLL Medical Corp. under which Alsius will sell to ZOLL substantially all the assets constituting Alsius’ intravascular temperature management device business for a purchase price of $12 million in cash.
The assets to be acquired include the intellectual property relating to the business, other intangibles, inventories and fixed assets. The closing of the transaction is subject to customary closing conditions. Alsius makes intravascular temperature management devices to induced hypothermia used in heart attack and trauma patients. The device can also be used to warm patients during surgical procedures.
“As we considered various options for Alsius in today's tough financing and capital spending environment, we determined that the sale to ZOLL is in the best interests of our stockholders, and a positive result for our customers and the patients who need our products,” said William Worthen, Alsius’ president and CEO. “ZOLL’s significant investment in and knowledge of critical care hospital products and considerable financial strength will serve to ensure that Alsius’ solutions for temperature management continue to be provided and supported.”
Alsius intends to prepare an information statement that will be filed with the SEC and disseminated to all Alsius stockholders to report in detail on the terms and provisions of the transaction and the winding down of its affairs following the consummation of the transaction, including how it will use the $12 million in proceeds to repay indebtedness, transaction expenses and other costs. Following the settlement of all liabilities, Alsius will distribute its remaining cash, if any, to its stockholders. Alsius’ preliminary estimate is that there will be approximately $7.6 million, or 34 cents per share of common stock, available for distribution over time to its stockholders with the final distribution amount to be determined and the final distribution made after settlement and satisfaction of liabilities. However, if liabilities are greater than estimated, or if unknown liabilities are incurred, then the amount available for distribution will be less than 34 cents (or could be greater if liabilities are less than expected).
For more information: www.alsius.com