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Published on 7/24/2008 in the Prospect News Special Situations Daily.

GE Healthcare to acquire Vital Signs

By Jennifer Chiou

New York, July 24 - GE Healthcare and Vital Signs, Inc. announced that they have entered into a definitive merger agreement for GE to acquire Vital Signs for $74.50 per share in cash.

The transaction values Vital Signs at about $860 million, net of Vital Signs' cash and investments as of March 31.

Vital Signs will become part of GE Healthcare's clinical systems business, which provides technologies for patient monitoring, anesthesia delivery and acute respiratory care.

Both companies' boards have approved the transaction.

According to the companies, the strong strategic fit between the two businesses will offer substantial customer benefits through complementary product and service offerings.

"This acquisition is consistent with GE's strategy to invest in high-technology, innovative businesses that deliver top-line growth, earnings expansion and expanded margins," said John Dineen, president and chief executive officer of GE Healthcare, in a news release.

"Vital Signs has consistently grown at double-digit rates while generating strong operating margins. Its products are a great complement to our existing anesthesia, monitoring and respiratory offerings."

Terry Wall, CEO of Vital Signs, added, "This is a tremendous opportunity for us to further develop the Vital Signs business. We are proud of our innovative single patient use technologies and the contribution they have made to reduce patient mortality through limiting hospital acquired infections."

The transaction, which is subject to Vital Signs shareholder and regulatory approvals, is expected to close in the fourth quarter. Holders of about 37% of Vital Signs' outstanding common stock have agreed to vote their shares in favor of the proposed transaction.

Based in Chalfont St. Giles, England, GE Healthcare is a unit of General Electric Co. and provides medical technologies and services.

Totowa, N.J.-based Vital Signs designs, manufactures and markets primarily single-patient use medical products for the anesthesia and respiratory/critical-care markets.

Acquirer:GE Healthcare
Target:Vital Signs, Inc.
Announcement date:July 24
Transaction total:$860 million
Price per share:$74.50
Expected closing:Fourth quarter
Stock price of target:Nasdaq: VITL: $58.00 on July 23

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