GE Healthcare, a unit of General Electric Company and Vital Signs, Inc.have entered into a definitive merger agreement for GE to acquire Vital Signs. Under the terms of the agreement, shareholders of Vital Signs will receive $74.50 per share in cash for each Vital Signs share they own.

Vital Signs is a global provider of medical products applicable to a wide range of care areas such as anesthesia, respiratory, sleep therapy and emergency medicine. Vital Signs has a broad product offering of innovative single-patient use products which offer significant cost advantages and improved patient care features, including reducing the potential of transmitting infections from one patient to another. Vital Signs will become part of GE Healthcare’s Clinical Systems business, a world-class provider of advanced technologies for patient monitoring, anesthesia delivery and acute respiratory care. 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 CEO of GE Healthcare. "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."

Commenting on the acquisition, Terry Wall, CEO of Vital Signs said, “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. By joining GE Healthcare, we see a huge opportunity to bring these products to many more hospitals and improve the care and health of patients worldwide.”

Omar Ishrak, President and CEO of GE Healthcare’s Clinical Systems business commented, “Vital Signs has an outstanding track record as a product innovator, with a well-earned reputation for supplying quality products. Vital Signs’ product offerings are highly complementary with our Clinical Systems business. We believe that combining the skills and knowledge of the two companies will create significant added value for our customers, bringing new technologies to healthcare professionals worldwide. Clinical Systems is a key area of growth for GE Healthcare and expanding our skill base and product offering in this area supports our vision of helping clinicians and nurses deliver the best possible care to their patients.”

The transaction, which is subject to Vital Signs’ shareholder and regulatory approvals, as well as other customary conditions, is expected to close in the 4th calendar quarter of 2008. The Boards of Directors of GE and Vital Signs have approved the transaction. The Board of Directors of Vital Signs has unanimously recommended the approval of the transaction by Vital Signs shareholders. The transaction values Vital Signs at approximately $860 million, net of Vital Signs cash and investments as of March 31, 2008. Shareholders holding approximately 37% of Vital Signs’ outstanding common stock have agreed, among other things, to vote their shares in favor of the proposed transaction.


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