M&A Deals of the Week

Indian firm to acquire Criticare
A subsidiary of Opto Circuits Ltd. of Bangalore, India, recently completed its tender offer to acquire the outstanding shares of common stock of Waukesha-based Criticare Systems Inc. Stockholders of Criticare have tendered a total of approximately 11.5 million Criticare shares for $5.50 per share, representing approximately 93 percent of the outstanding shares of common stock of Criticare. As a result of the merger, Criticare will become a wholly-owned subsidiary of Opto Circuits, and Criticare’s stock will no longer be listed on the AMEX.  Criticare president and chief executive officer Emil Soika told SBT that the 80 jobs at the company’s offices in Waukesha will be retained, as will the Criticare name and the company’s leadership team. "We’re going to stay here with our own name," Soika said. Opto Circuits is an Indian manufacturer and developer of medical devices, including digital thermometers, sensors, probes, pulse oximeters, patient monitoring systems, cardiac stents and catheters.
Criticare designs, manufactures, and markets cost-effective patient monitoring systems and noninvasive sensors for a wide range of hospitals and alternate health care environments throughout the world.

Modine to sell off Thermacore division
Modine Manufacturing Co. announced it has reached an agreement to sell substantially all of the assets of its Thermacore Inc. subsidiary, based in Lancaster, Pa. The company will be sold a new firm formed by Thermacore’s management team. The transaction is anticipated to close in the first quarter of the company’s 2009 fiscal year. Additional terms of the transaction were not disclosed.  "The Thermacore sale marks another step in our commitment to fine-tune our product and business portfolio," said Tom Cromwell, managing director of Modine’s Commercial Products Group. "As part of our ongoing evaluation process and our strategic focus on our core vehicular, HVAC and fuel cell markets, we recognized that the Thermacore business would be better positioned as a standalone company, allowing its management team to focus in the electronics cooling market."  Racine-based Modine had acquired Thermacore in 2001 to add end-market diversification to its product line. On May 1, 2007, Modine announced its intention to evaluate its strategic alternatives for the electronics cooling business. Modine also announced last week it will close its plants in Camdenton, Mo.; Pemberville, Ohio; Logansport, Ind.; and Tubingen, Germany.

Trega Foods sold to Canadian dairy co-op
Little Chute-based Trega Foods Inc. was recently sold to Agropur Cooperative, the largest dairy cooperative in Canada. Trega Foods operates three facilities in Wisconsin where 300 employees annually process approximately 1.3 billion pounds of milk. The company sells about $300 million of cheddar, mozzarella, provolone, feta and whey products to a variety of customers.  Terms of the acquisition were not disclosed. Trega Foods retained the Milwaukee law firm Godfrey & Kahn to evaluate the offer to purchase and advise it in the sale, which closed on Feb. 29. Attorneys David Navarre, Douglas Patch and Kasey Wroblewski worked on the transaction.

Delavan precision machine shop acquired
Delevan-based Swiss-Tech LLC was recently acquired by Cornerstone Industrial Group LLC, an Ohio-based private investment company. Terms of the acquisition were not disclosed.  Swiss-Tech is a manufacturer of precision machined parts, serving the aerospace, medical, fluid power and industrial markets.  Milwaukee-based Cleary Gull Inc. provided investment banking services to Swiss-Tech in the acquisition. For more, visit www.clearygull.com.

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