Visicu shareholders approve sale to Philips

The Baltimore Sun

Shareholders of Visicu Inc. approved yesterday sale of the intensive-care remote monitoring company to the health care unit of Royal Philips Electronics NV, the Dutch-based electronics multinational.

The deal is expected to close Wednesday, the company said in a filing yesterday with the Securities and Exchange Commission. Shares have been trading within a few pennies of the $12-a-share purchase price, indicating that investors expect the deal to close.

That price represents a premium of about 35 percent over Visicu's closing price the day before Philips made its offer in December, and calculates to a total of $430 million.

The company's founders and executives stand to pocket multimillion-dollar payouts as their stock options vest when the deal closes.

Approval was not surprising; a majority of stock is held by about a half-dozen funds that were early investors.

Philips has indicated it intends to keep the company in Baltimore, as well as most of its management and 100 employees, mainly at its downtown headquarters.

According to an earlier Visicu filing with the SEC, stock option payouts will be $7.3 million for Frank T. Sample, the chief executive officer and chairman; $2.9 million for Vincent E. Estrada, chief financial officer; and $3.5 million each for Dr. Brian A. Rosenfeld and Dr. Michael J. Breslow, the founders, who are both executive vice presidents.

In addition, Rosenfeld and Breslow have each been given two-year employment contracts with annual base pay of $285,000, a performance bonus of up to $114,000, and a retention bonus of $350,000 if they stay for two years, according to the filing.

As for Sample, if he is not retained, he will get a year's pay - $345,000 - and health and other benefits, according to the filing.

Rosenfeld and Breslow were intensive-care doctors at Johns Hopkins Hospital when they developed the idea for Visicu a decade ago. They saw their system as a way to extend a scarce resource - specialists like themselves.

It allows a specialist, called an intensivist, to sit in a control room and oversee dozens of patients, often in many units in several hospitals. Cameras and microphones allow the doctor to see and talk with any patient.

In addition, the doctor sees computer screens that monitor vital signs and issue "smart alerts" when, for example, blood pressure drops by a specified amount. The specialist can relay advice or instructions to nurses and doctors in the unit.

Visicu systems operate in about 180 U.S. hospitals. Visicu has a sales and marketing force of 17, and hopes that Philips' international marketing muscle can boost sales. The company had revenue of $32.6 million for the most recent four quarters.

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