Cardiac Science Acquires Complient Corporation
Tuesday October 21, 1:32 am ET
AED Training Services to Provide Annually Recurring Revenue
IRVINE, Calif., Oct. 21 /PRNewswire-FirstCall/ -- Cardiac Science, Inc. (Nasdaq: DFIB - News), a leading manufacturer of life-saving automated public access defibrillators (AEDs), in a move to capture additional revenue related to the sale of its AEDs, announced today it has acquired substantially all the assets of Cleveland-based Complient Corporation, a privately-held company that is the nation's leading provider of AED and CPR training and comprehensive program management. As consideration, Cardiac Science issued Complient 10.25 million shares of its common stock, subject to certain restrictions.
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Corporations, municipalities, schools, government agencies and others who purchase and deploy AEDs are required by federal and state laws to obtain a medical prescription and have designated personnel trained annually in AED use and CPR by a certified trainer. Traditionally, buyers of AEDs have had to arrange for their own training with non-profit organizations or off-duty paramedics, coordinate their own site assessment and deployment, and assure ongoing compliance with recertification and other regulations.
Complient is the first organization of its kind to offer a comprehensive training program that includes the management and coordination of all aspects of AED deployment including site surveys, medical direction, web-based software for record-keeping and AED/CPR training with 150 certified trainers on staff covering all 50 states nationwide.
Chairman and CEO Raymond W. Cohen said, "Cardiac Science's objective is AED market leadership. In our view, achieving this goal requires providing best-of-class AEDs and also a turn-key package to make it easy and worry-free for customers to deploy these life-saving products. Strategically, Complient fits perfectly with Cardiac Science and the offering is a logical extension of our core business. It provides additional point-of-sale revenue as well as a recurring revenue opportunity linked to AED sales. Moreover, we believe this will provide us with significant competitive advantage over our competitors who don't offer comparable programs. We anticipate reducing the Complient staff by one third and expect to have the integration completed by year's end. In 2002, Complient generated revenue of approximately $12.6 million from sales of AEDs and related services and we believe the transaction will contribute to profitability and be accretive in the first half of 2004."
The common stock Cardiac Science issued as consideration to Complient is subject to a lock-up agreement and a general indemnification escrow. The resale of the shares shall be registered with the Securities and Exchange Commission and 1.325 million shares will become available for resale on the effective date of the registration statement. The balance of the shares issued are subject to a lock-up agreement pursuant to which they shall be released from the "lock-up" in 12 equal monthly installments or 743,750 shares per month, beginning on the effective date of the registration statement.
"Today's AED market is no longer just about fire and police department deployments," said Vice President of Sales and Marketing Michael Gioffredi. "The new buyers of AEDs -- corporate America, municipalities, government agencies, schools and the military, are deploying AEDs to protect their constituents and mitigate risk. These customers are becoming increasingly uncomfortable relying on small, local organizations that have neither the resources, technology infrastructure nor national reach to get the job done. They want a turn-key program and a reliable vendor to manage the ongoing management of that program. We believe a successful deployment must include not only the best AED equipment, but also a professionally-administered service package with legitimate medical direction, expert training of employees on CPR and AED use and robust software to maintain and access records necessary to comply with all legal regulations. The bottom line is that Complient -- now Cardiac Science -- is the established leader in providing these services."
Cardiac Science first established a relationship with Complient in February 2002 with the signing of a co-marketing agreement between the two companies. In October 2002, that relationship was expanded to include a comprehensive workplace defibrillation program to be marketed under the Cardiac Science name. That private-label program consisted of AED training, medical direction, customer support and Internet-based software services aimed at Cardiac Science's corporate AED customers. |
