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O.C. BUSINESS PLUS | ORANGE COUNTY BRIEFLY

VitalCom Discloses $10.5-Million Merger

Stock swap will make Tustin manufacturer of medical monitors part of Data Critical Corp.

March 13, 2001

VitalCom Inc., a Tustin developer and manufacturer of products that allow doctors to monitor patients' vital signs, plans to merge with a Seattle-area company in a stock swap valued at about $10.5 million, the firms said Monday.

Under terms of the deal, VitalCom would become a subsidiary of Data Critical Corp., a Bothell, Wash., provider of wireless communication products for health care.

VitalCom stockholders would receive 0.62 of a share of Data Critical stock for each VitalCom share that they hold.

Shares of both companies have been pummeled during the past year. VitalCom's stock, which has lost two-thirds of its value, closed Monday at $1.81, off 38 cents a share. Data Critical shares, which retreated 63 cents to $2.13, have lost nearly 95% of their value. The stocks trade on Nasdaq.

The merger agreement was disclosed after the close of regular trading hours in U.S. markets.

Both companies also have racked up losses over the last four years. Last year alone, VitalCom lost $6.4 million on sales of $17.2 million, while Data Critical posted a net loss of nearly $14 million on sales that nearly doubled to $17.8 million.

Frank T. Sample, VitalCom's president, will become vice chairman of Data Critical and group president of VitalCom.

The transaction, which must be approved by shareholders of both companies, is expected to be completed by the end of the second quarter.

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