EXHIBIT 99.1
FOR IMMEDIATE RELEASE NEWS
May 22, 2003 NASDAQ-CMED
COLORADO MEDTECH, INC. AGREES TO
FIX MERGER PRICE AT $4.75 PER SHARE
BOULDER, Colorado -- Colorado MEDtech, Inc. (NASDAQ: CMED) announced today that
it has amended the previously announced merger agreement between the Company and
CIVCO Holding, Inc., an affiliate of KRG Capital Partners LLC, in order to fix
the price per share to be paid to Company shareholders in the merger at $4.75
per share.
The previous agreement required a formula to calculate aggregate purchase price.
The formula provided for a purchase price of $62,500,000 plus Colorado MEDtech
cash, net of any remaining contingent and certain other liabilities at the time
of closing, divided by the number of shares outstanding.
In connection with the amendment, the parties agreed to use their reasonable
best efforts to close the merger by June 30, 2003 but also extended the date by
which the merger must be consummated to August 15, 2003. CIVCO Holding also
agreed that any facts or circumstances of which it had actual knowledge on the
date of the amendment would not be deemed to constitute a material adverse
change in the Company's business. Consummation of the merger remains subject to
certain conditions, including approval by the Company's shareholders and certain
other customary closing conditions.
"The prior formula required the Company and the buyer to determine levels of
cash and contingent and other liabilities shortly before closing of the merger,"
said Stephen K. Onody, Chairman and CEO. "This amendment provides more certainty
regarding the merger consideration that shareholders would receive under the
merger agreement. We are working to close the merger by June 30, 2003, but, to
remove time pressure on the parties, have extended the date by which the merger
must be consummated to August 15, 2003."
Colorado MEDtech, Inc., through its CIVCO Medical Instruments Co., Inc.
subsidiary, is a full service developer and manufacturer of medical devices and
equipment for the ultrasound and minimally invasive OEM and end-user markets.
Forward-Looking Statements
The statements in this news release that are not historical facts are
forward-looking statements that represent management's beliefs and assumptions
based on currently available information. Forward-looking statements can be
identified by the use of words such as "believes", "intends", "estimates",
"may", "will", "should", "anticipated", "expected" or comparable terminology or
by discussions of strategy. Although we believe that the expectations reflected
in such forward-looking
statements are reasonable, we cannot assure you that these expectations will
prove to be correct. Such statements involve risks and uncertainties including,
but not limited to, the risk that the Company's shareholders may not approve the
merger transaction, the risk that a material adverse change in the Company's
business may prevent the merger from closing, the risk that the Company's
existing level of orders may not be indicative of the level or trend of future
orders, the risk that the Company may not successfully complete the work
encompassed by current or future orders, the risk that unforeseen technical or
production difficulties may adversely impact project timing and financial
performance, the risk of an adverse result in pending or potential litigation,
the risks associated with regulation by the Federal Food and Drug Administration
including compliance with the Quality System Regulation, and the risk that a
downturn in general economic conditions or customer budgets may adversely affect
research and development and capital expenditure budgets of potential customers
upon which the business of the Company is dependent or the risk that the Company
may otherwise be unable to successfully complete the merger transaction. Should
one or more of these risks, as well as others not known to us or not considered
to be material at this time, materialize (or the consequences of such a
development worsen), or should the underlying assumptions prove incorrect,
actual results could differ materially from those forecasted or expected. These
factors are more fully described below and in our documents filed from time to
time with the Securities and Exchange Commission. We disclaim any intention or
obligation to update publicly or revise such statements whether as a result of
new information, future events or otherwise.
Additional Information And Where To Find It
Colorado MEDtech, Inc. plans to mail a proxy statement to its shareholders
containing information about the sale of the Company to CIVCO Holding (the
"Merger"). Investors and shareholders of Colorado MEDtech, Inc. are advised to
read the proxy statement carefully when it becomes available because it will
contain important information about the Merger, the persons soliciting proxies
related to the Merger, their interests in the Merger, and related matters.
Investors and shareholders may obtain free copies of the proxy statement (when
available) and other documents filed by Colorado MEDtech at the Securities and
Exchange Commission's website at http://www.sec.gov. Free copies of the proxy
statement will also be available from Colorado MEDtech by directing such
requests to the attention of Mr. Peter J. Jensen, Secretary, Colorado MEDtech,
Inc., 345 S. Francis St., Unit F, P.O. Box 819, Longmont, CO 80502-0819,
telephone (303) 651-2648.
Information Concerning Participants
Colorado MEDtech and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Colorado MEDtech shareholders
in favor of the Merger. Information regarding the participants is included in
Colorado MEDtech's Proxy Statement for its Annual Meeting of Shareholders filed
with the Securities and Exchange Commission on October 11, 2002 and its
preliminary Proxy Statement for its Special Meeting of Shareholders filed with
the Securities and Exchange Commission on April 11, 2003. This document is
available free of charge at the SEC's website at http://www.sec.gov and from
Colorado MEDtech.
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CONTACTS:
Colorado MEDtech, Inc.
Stephen K. Onody, President and CEO Telephone: 303.530.2660
Gregory A. Gould, CFO Fax: 303.581.1010
Website: www.cmed.com Email: cmedinfo@cmed.com
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