EX-99.1
2
alus_8k-ex9901.htm
PRESS RELEASE
alus_8k-ex9901.htm
Exhibit
99.1
For
further information contact:
Andrew
Wade
Alsius
Corporation
(949) 453-0150 ext.
156
FOR
IMMEDIATE RELEASE
Alsius
Corporation Completes Sale of
Assets
to ZOLL Medical Corporation
May
5,
2009
─
Irvine,
Calif.
-Alsius Corporation (Nasdaq: ALUS) announced today that it
completed the sale of its assets constituting its intravascular temperature
management device business to a wholly-owned subsidiary of ZOLL Medical
Corporation (Nasdaq GS: ZOLL) for a purchase price of $12 million in
cash.
William
Worthen, Alsius' President and Chief Executive Officer, stated, "The state of
the financial markets made it very difficult to continue to finance Alsius as a
stand-alone entity, and we believe the sale to ZOLL was the best solution for
our stockholders. ZOLL's knowledge of critical care products and
financial strength should ensure that Alsius' temperature management solutions
continue to be supported".
Following
approval of the transaction by holders of a majority of the outstanding Alsius
common stock, Alsius provided a definitive information statement to its
stockholders reporting in detail on the terms of the transaction and the
subsequent wind down of Alsius' affairs, including how it will use the $12
million in sales proceeds to repay indebtedness, transaction expenses and other
costs. After settling all liabilities, Alsius will distribute its
remaining cash to its stockholders. Alsius currently anticipates
making an initial distribution of $0.30 to $0.32 per share to Alsius
stockholders by the end of June 2009. After the one-year anniversary
of the sale, when the period for ZOLL to make indemnity claims under the
purchase agreement expires, Alsius anticipates making a final distribution to
stockholders of available cash. Alsius estimates that when all
distributions have been made (including the intended final distribution in
approximately one year), it will return $8 million in total, or $0.36 per share,
to stockholders, which exceeds its previously reported estimate of $0.34 per
share. However, if liabilities are greater than estimated or if
unknown liabilities are incurred, or if collections on accounts receivable are
less than expected, then the amount available for distribution will be less than
currently anticipated (or could be greater if liabilities are less than expected
or collections exceed expectations).
Alsius
intends to file a certificate of dissolution with the Delaware Secretary of
State today, and in connection with the dissolution, Alsius will be changing its
corporate name to ALUS Liquidation Corp. and the name of Alsius Medical
Corporation, its wholly owned operating subsidiary, to ALUS Operating
Liquidation Corp., as ZOLL has purchased the rights to the Alsius name and
trademarks in connection with the asset sale.
Alsius
also intends to notify Nasdaq today of its intent to delist its common stock
from the Nasdaq Capital Market. Alsius currently anticipates that on May
15, 2009 it will file with the SEC a Form 25 relating to the delisting of
the stock. Alsius expects that trading in the stock will be suspended by
Nasdaq effective at the open of business on May 15, 2009, with official
delisting of the stock becoming effective ten days thereafter, on May 25,
2009. Any distributions that Alsius makes will be based on
shareholdings as of the close of business on the date trading in its stock
ceases.
-1-
About
Alsius Corporation
Alsius,
headquartered in Irvine, Calif., is a medical device company that has developed,
manufactured and sold proprietary products to precisely control patient
temperature in hospital critical care settings. Controlling body temperature,
through cooling and warming, is becoming the standard of care for patients in
select critical conditions and those undergoing a variety of surgical
procedures. Prior to the asset sale to ZOLL, completed on May 4, 2009, Alsius
marketed a comprehensive suite of catheter-based intravascular temperature
management products. For more information, visit
http://www.alsius.com.
Certain
statements contained in this press release, including statements regarding the
future business of Alsius Corporation, and other statements contained herein
regarding matters that are not historical facts, are "forward-looking"
statements (as defined in the Private Securities Litigation Reform Act of 1995).
Because such statements are subject to risks and uncertainties, actual results
may differ materially from those expressed or implied by such forward-looking
statements. In particular, the amount and timing of distributions to Alsius
stockholders from the proceeds of the sale to Zoll may vary significantly from
those discussed herein, due to a variety of factors, including but not limited
to, Alsius' ability to collect its outstanding accounts receivable, claims which
may be made by Zoll under the purchase agreement with Alsius, claims which may
be made by other parties during the process of winding Alsius down, and other
unforeseen complications and expenses. Other factors that could cause
actual results to differ from those expressed or implied in this release are
described in Alsius' Annual Report on Form 10-K for the year ended
December 31, 2008 and its Information Statement on Schedule 14C describing
the sale transaction with Zoll, each of which is available on
www.sec.gov.
-2-

EX - 99 . 1 2 alus _ 8k - ex9901 . htm PRESS RELEASE alus _ 8k - ex9901 . htm Exhibit 99 . 1 For further information contact : Andrew Wade Alsius Corporation ( 949 ) 453 - 0150 ext . 156 FOR IMMEDIATE RELEASE Alsius Corporation Completes Sale of Assets to ZOLL Medical Corporation May 5 , 2009 ─ Irvine , Calif . - Alsius Corporation ( Nasdaq : ALUS ) announced today that it completed the sale of its assets constituting its intravascular temperature management device business to a wholly - owned subsidiary of ZOLL Medical Corporation ( Nasdaq GS : ZOLL ) for a purchase price of $ 12 million in cash . William Worthen , Alsius ' President and Chief Executive Officer , stated , " The state of the financial markets made it very difficult to continue to finance Alsius as a stand - alone entity , and we believe the sale to ZOLL was the best solution for our stockholders . ZOLL 's knowledge of critical care products and financial strength should ensure that Alsius ' temperature management solutions continue to be supported " . Following approval of the transaction by holders of a majority of the outstanding Alsius common stock , Alsius provided a definitive information statement to its stockholders reporting in detail on the terms of the transaction and the subsequent wind down of Alsius ' affairs , including how it will use the $ 12 million in sales proceeds to repay indebtedness , transaction expenses and other costs . After settling all liabilities , Alsius will distribute its remaining cash to its stockholders . Alsius currently anticipates making an initial distribution of $ 0.30 to $ 0.32 per share to Alsius stockholders by the end of June 2009 . After the one - year anniversary of the sale , when the period for ZOLL to make indemnity claims under the purchase agreement expires , Alsius anticipates making a final distribution to stockholders of available cash . Alsius estimates that when all distributions have been made ( including the intended final distribution in approximately one year ) , it will return $ 8 million in total , or $ 0.36 per share , to stockholders , which exceeds its previously reported estimate of $ 0.34 per share . However , if liabilities are greater than estimated or if unknown liabilities are incurred , or if collections on accounts receivable are less than expected , then the amount available for distribution will be less than currently anticipated ( or could be greater if liabilities are less than expected or collections exceed expectations ) . Alsius intends to file a certificate of dissolution with the Delaware Secretary of State today , and in connection with the dissolution , Alsius will be changing its corporate name to ALUS Liquidation Corp . and the name of Alsius Medical Corporation , its wholly owned operating subsidiary , to ALUS Operating Liquidation Corp . , as ZOLL has purchased the rights to the Alsius name and trademarks in connection with the asset sale . Alsius also intends to notify Nasdaq today of its intent to delist its common stock from the Nasdaq Capital Market . Alsius currently anticipates that on May 15 , 2009 it will file with the SEC a Form 25 relating to the delisting of the stock . Alsius expects that trading in the stock will be suspended by Nasdaq effective at the open of business on May 15 , 2009 , with official delisting of the stock becoming effective ten days thereafter , on May 25 , 2009 . Any distributions that Alsius makes will be based on shareholdings as of the close of business on the date trading in its stock ceases . - 1 - About Alsius Corporation Alsius , headquartered in Irvine , Calif . , is a medical device company that has developed , manufactured and sold proprietary products to precisely control patient temperature in hospital critical care settings . Controlling body temperature , through cooling and warming , is becoming the standard of care for patients in select critical conditions and those undergoing a variety of surgical procedures . Prior to the asset sale to ZOLL , completed on May 4 , 2009 , Alsius marketed a comprehensive suite of catheter - based intravascular temperature management products . For more information , visit http://www.alsius.com . Certain statements contained in this press release , including statements regarding the future business of Alsius Corporation , and other statements contained herein regarding matters that are not historical facts , are " forward - looking " statements ( as defined in the Private Securities Litigation Reform Act of 1995 ) . Because such statements are subject to risks and uncertainties , actual results may differ materially from those expressed or implied by such forward - looking statements . In particular , the amount and timing of distributions to Alsius stockholders from the proceeds of the sale to Zoll may vary significantly from those discussed herein , due to a variety of factors , including but not limited to , Alsius ' ability to collect its outstanding accounts receivable , claims which may be made by Zoll under the purchase agreement with Alsius , claims which may be made by other parties during the process of winding Alsius down , and other unforeseen complications and expenses . Other factors that could cause actual results to differ from those expressed or implied in this release are described in Alsius ' Annual Report on Form 10 - K for the year ended December 31 , 2008 and its Information Statement on Schedule 14 C describing the sale transaction with Zoll , each of which is available on www.sec.gov . - 2 -