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Criticare And BlueLine Signs Agreement

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Written by Subhasis Chatterjee   
Friday, 20 April 2007

Criticare Systems, Inc. today announced here that it has entered into an agreement with BlueLine Partners, L.L.C. and its affiliates, who as a group is at present in possession of 11.2% of Criticare's total outstanding common stock approximately. It is stated, that this effort is channelized towards ending Blue Line’s efforts to reform Criticare's Board of Directors via a solicitation of stockholder consents.

BlueLine Partners is a premiere investment organization engaged chiefly in investing in public micro-cap healthcare and technology companies. The Company excels in taking an operational or a "bottom's up" approach to investments with its central focus being directed on the value-drivers and long-term potential of the companies. The central philosophy of the firm being to take advantage of market inefficiencies and earn outsized returns when a company has experienced a misstep or due to its inherent or circumstantial disabilities is out of the favor with other investors. 

It has been stated, that in reference to the agreement, the size of the Criticare Board has been increased from six to seven members. Criticare has a classified Board of Directors whose members serve staggered three-year terms. William Moore, a director of BlueLine, has been appointed to the class of directors whose terms expire at the 2009 annual meeting of Criticare stockholders, and Robert Munzenrider, who is not affiliated with BlueLine, has been appointed to the class of directors whose terms expire at the 2008 annual meeting. In connection with such appointments, Stephen Tannenbaum agreed to resign from the Criticare Board, in order to help facilitate the agreement for the benefit of the Criticare stockholders, and has been replaced by Mr. Munzenrider as the Chairman of Criticare's Audit Committee.

In concurrence with the new appointments, BlueLine has been found to enter into a "standstill" with Criticare that, among other things, precludes BlueLine from initiating new consent solicitations from the date of the agreement until the 30th day prior to Criticare's 2009 annual meeting of stockholders.

Speaking on the agreement, Emil Soika the Company's President and Chief Executive Officer said, "We are confident that we have reached an agreement that will allow us to move past the events of the last six months. We look forward to a constructive relationship with Messrs. Moore and Munzenrider as we work toward the common goal of advancing Criticare.”

Mr. William Moore, the Director of BlueLine said, "BlueLine is pleased to have arrived at an arrangement where we can work with the management and Board of Criticare to advance the best interests of the Company's stockholders." "With everyone pulling in the same direction, we believe Criticare has the potential to create significant value," he added.

 

 
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