19 February 2003; Further to the public announcement that was released on 20 January 2003 jointly by Welch Allyn, Inc. ("Welch Allyn") and Cardio Control N.V. ("Cardio Control") regarding the intention of Welch Allyn to make a friendly cash offer of EUR 6.00 per share Cardio Control (the "Offer"), Welch Allyn and Cardio Control can confirm that the due diligence review has been completed. The auditor of Cardio Control is currently concluding its review on the September 30, 2002 figures of Cardio Control, which will be included in the offering memorandum containing the terms and conditions of the proposed Offer.
It is expected that the offering memorandum will be published at the end of February 2003, at which time the tender period is intended to start.
When made, the Offer will be honoured subject to certain conditions, including the condition that a sufficient number of Cardio Control shares will be tendered under the Offer such that those shares together with any shares which may be held by Welch Allyn for its own account at the closing of the Offer, represent at least 95% of the issued share capital of Cardio Control at closing.
The Supervisory Board and the Management Board of Cardio Control intend to fully support the proposed Offer and will recommend that shareholders accept the Offer when made. The Supervisory Board and the Management Board of Cardio Control have requested a fairness opinion for the Offer.
About Welch Allyn: Welch Allyn, Inc. was founded in 1915 and is today a leading manufacturer of innovative medical diagnostic equipment, patient monitoring systems, and miniature precision lamps. Headquartered in Skaneateles Falls, New York, USA, Welch Allyn employs more than 2,300 people and has numerous manufacturing, sales, and distribution facilities located throughout the world. Additional information on Welch Allyn and its products may be found at http://www.welchallyn.com. About Cardio Control: Cardio Control designs, develops, markets and sells medical diagnostic systems for heart and lung functions. Over the past several years, the company introduced new unique software for recording and analyzing combined medical and patient data for both centralized and remote use with built-in features for telemedicine and connectivity with electronic medical record software. Highly valued is Cardio Control's Medical Diagnostic Workstation - with unique patient and medical data management, including the following (modular) products: 12-lead ECG, Stress-test ECG, Holter ECG, Mini-holter ECG, Spirometry and Ambulatory Blood Pressure. For additional information about Cardio Control and its products, check website at: http://www.cardiocontrol.com.