Bio-logic Announces Special Meeting of Stockholders
16 11월 2005 - 7:49AM
Business Wire
Bio-logic Systems Corp. (Nasdaq:BLSC) today announced that it will
hold a special meeting of stockholders on Wednesday, January 4,
2006, at 10:00 a.m., Central Standard Time, at One Bio-logic Plaza,
Mundelein, Illinois 60060, for the purpose of voting upon a
proposal to approve the previously announced merger agreement dated
as of October 16, 2005, among Bio-logic, Natus Medical Incorporated
("Natus") and a wholly-owned subsidiary of Natus, and the merger of
that subsidiary into Bio-logic, as contemplated by the merger
agreement. Stockholders of record of Bio-logic at the close of
business on November 14, 2005 will receive notice of, and are
entitled to vote at, the special meeting. For the proposed merger
to proceed, the holders of a majority of Bio-logic's outstanding
common stock as of such record date must vote to approve and adopt
the merger agreement and to approve the proposed merger. Under the
terms, and subject to the conditions, of the merger agreement,
Natus will pay $8.77 in cash for each outstanding share of
Bio-logic common stock. Bio-logic and Natus are working toward
completing the merger as quickly as possible after the special
meeting. Where To Find Additional Information About The Merger On
November 15, 2005, Bio-logic filed with the Securities and Exchange
Commission a definitive proxy statement, and has filed and will
file other relevant materials, in connection with the merger.
Before making any decision with respect to the merger, stockholders
of Bio-logic are urged to read the definitive proxy statement and
the other relevant materials filed with the SEC because they
contain important information about the merger. The proxy statement
and other relevant materials may be obtained free of charge at the
SEC's web site at (www.sec.gov). In addition, stockholders of
Bio-logic may obtain free copies of the documents filed with the
SEC by contacting our solicitation agent, Morrow & Co., Inc.,
at (800) 607-0088 or email to BioLogic.info@morrowco.com.
Stockholders may also read and copy any reports, statements and
other information filed by Bio-logic at the SEC public reference
room at 450 Fifth Street, N.W., Washington, D.C. 20549 or call the
SEC at 1-800-SEC-0330 for further information on public reference
rooms. Bio-logic and Natus and their respective executive officers
and directors may be deemed to be participants in the solicitation
of proxies from Bio-logic's stockholders in favor of the merger
agreement and the merger. Certain executive officers and directors
of Bio-logic have interests in the merger, including severance
arrangements and their ownership of Bio-logic's common stock and
options to acquire common stock (including acceleration of
restricted stock and options), and their interests are described in
the definitive proxy statement. Cautionary Note Regarding
Forward-Looking Statements This press release contains
forward-looking statements that are based on the beliefs of the
management of Bio-logic, as well as assumptions made by, and
information currently available to, Bio-logic's management. The
forward-looking statements are subject to certain risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed in or implied by the forward
looking statements, including the risk that Bio-logic's merger with
Natus will not be consummated on a timely basis or at all and other
risks related to the pendency of the merger. Except as expressly
required by the federal securities laws, Bio-logic undertakes no
obligation to update or revise these forward-looking statements or
forecasts to reflect new events or changed circumstances or for any
other reason.
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