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Q: |
Why is VIASYS Respiratory Care purchasing Pulmonetic Systems? |
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A: |
Pulmonetic Systems has demonstrated technical leadership in the development of innovative, ultra-small, portable mechanical ventilators. The Pulmonetic LTV® Series Ventilators are ideally suited for use in home health care. Pulmonetic Systems product line and distribution network complements the distribution and presence that VIASYS Respiratory Care has established in the hospital marketplace. We believe that the combination of our companies greatly enhances VIASYS Respiratory Care's ability to offer a full range of solutions in mechanical ventilation and respiratory monitoring to its customers on a global basis.
The demand for mechanical ventilation in home health care continues to grow. Hospital discharges of patients who require home ventilator support continues to increase. The demographics of an aging population and a global increase in the incidence of diseases such as emphysema and Chronic Obstructive Pulmonary Disease (COPD) will continue to drive this trend. In addition, the number of pediatric patients that require home mechanical ventilation has increased dramatically. This trend is being driven by advances in neonatal medicine and improvements in the treatment of diseases such as muscular dystrophy and cystic fibrosis. Mobility is a key factor in optimizing early childhood development for ventilator-dependent pediatric patients. The Pulmonetic LTV Series Ventilators have revolutionized the treatment of these young patients, allowing them and their families to participate in educational and recreational activities that would have been impossible with previous home ventilators. VIASYS Respiratory Care views products targeted to the home care market place as offering excellent growth potential.
Pulmonetic Systems is an acknowledged market leader in the United States respiratory home care market. VIASYS and Pulmonetic Systems each received the prestigious American Association for Respiratory Care (AARC) Zenith Award in December of 2004. Only five companies, from a field of over 400, are selected to receive this highly coveted award.
For the future, we envision a collaborative environment and robust product pipeline, as well as continued growth and innovation.
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Q: |
What will happen to the products from Pulmonetic Systems and VIASYS Respiratory Care? |
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A: |
Upon closing, the two existing product portfolios will not have any changes and will be comprised of both the existing Pulmonetic Systems and VIASYS Respiratory Care product families. Over time, we will work to build a portfolio that offers the best products from both. Future product offerings may also include upgrade options for existing devices whenever possible. Eventually, all products will carry the name, VIASYS, in addition to the well- established LTV Series brand name. |
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Will there be any changes in the Pulmonetic Systems management team? |
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A: |
Arie Cohen, Executive Vice President, VIASYS Respiratory Care, will assume leadership of Pulmonetic Systems. Jim Hickey, currently CEO of Pulmonetic Systems, has agreed to continue in an advisory capacity through a transition period. Doug DeVries will continue in a consulting role to Pulmonetic Systems during a transition period. No other changes in the management team are anticipated at this time. |
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Q: |
Who will sell and service the existing products in my country and when? What about new products? |
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Existing Sales and Service representatives will continue to sell and service their current product offerings. |
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Q: |
Where will the employees be located? |
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VIASYS intends to operate Pulmonetic Systems as a stand-alone operation, as part of the VIASYS Respiratory Care strategic business unit. Therefore, employees and locations of Pulmonetic Systems are expected to continue as the have. Pulmonetic Systems employees will become part of VIASYS Respiratory Care and will remain in their existing locations. These locations include manufacturing, sales and service operations in Minneapolis, Minnesota and an engineering and development facility in Colton, California. |
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Q: |
Is VIASYS Healthcare providing earnings guidance on the operations of the new company and the combined Respiratory Care Division? |
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A: |
VIASYS Healthcare does not typically provide earnings guidance at the business unit level. At the appropriate time, VIASYS Healthcare will update its guidance based on this transaction.
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Q: |
How will VIASYS Healthcare finance the transaction? |
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VIASYS Healthcare expects to finance the acquisition with a combination of existing cash reserves and debt under its revolving credit facility. |
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Q: |
When will the transaction close? |
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A: |
The Board of Directors of Pulmonetic Systems has approved the merger, which is subject to the satisfaction of customary closing conditions, including regulatory approval and the approval of the stockholders of Pulmonetic Systems. Simultaneous with the execution of the definitive agreement, certain principal stockholders holding approximately 39% of the outstanding stock of Pulmonetic Systems entered into agreements obligating them to vote to approve the transaction. The parties currently expect the transaction to close in the second quarter of 2005 following regulatory approval. |
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Q: |
What businesses are included in VIASYS Respiratory Care? |
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A: |
VIASYS Respiratory Care is the largest of the strategic business units within VIASYS. VIASYS Respiratory Care is a global leader in pulmonary diagnostics, critical care mechanical ventilation, high frequency ventilation, and sleep diagnostics. VIASYS Respiratory Care recently entered the rapidly growing market for clinical services. With the recent acquisition of Micro Medical, VIASYS Respiratory Care also becomes a leader in office-based spirometry. Brand names include: VMAX® ENCORE, LYRA™, AVEA®, VELA®, SENSORMEDICS®, BIRD®, BEAR®, JAEGER™, TOENNIES™, PULSETRACE™, SPIROSAFE™, MICRO™ and EME®. |
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| VIASYS is headquartered in Conshohocken, PA, and its businesses are conducted through its Respiratory Care, NeuroCare, MedSystems and Orthopedics business units. More information can be found at http://www.viasyshealthcare.com |
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