Opto Circuits to buy Criticare Systems for $68mn

Bangalore/ Milwaukee, February 25, 2008: Opto Circuits (India) Limited, India's leading manufacturer of medical diagnostics and interventional products, today announced that it has entered into a definitive agreement with Criticare Systems, Inc, a leading US-based healthcare company, to launch a tender offer to acquire all the outstanding shares of Criticare at an offer price of USD 5.50 per share, for an aggregate price of approximately USD 68 million (including debt and cash). The offer price represents a premium of 65 per cent to the average price of Criticare common stock over the preceding three months and a premium of 19 per cent, to the closing price of Criticare common stock on Friday, February 22, 2008, of USD 4.62.

Under the terms of the agreement, which is being made publicly available through a filing by Criticare Systems with the SEC, a wholly-owned subsidiary of Opto Circuits will make an all cash tender offer for all outstanding shares of Criticare common stock and then merge with Criticare. The Board of Directors of Criticare has unanimously recommended that the stockholders of Criticare accept the offer and tender their shares of Criticare common stock pursuant to the offer.

Mr. Vinod Ramnani, Chairman and Managing Director of Opto Circuits, commented on the transaction: "This acquisition will help Opto expand its patient monitoring business and will further fortify its presence in the United States. Over the years, Criticare has built a very strong reputation for high-quality and innovative products and services."

He also added, "This transaction will also open many new markets for Criticare's products. We are confident that our global infrastructure and marketing presence will only enhance Criticare's position as an innovator and supplier of world class healthcare solutions."

"We believe this transaction will provide significant value to our stockholders, and will accelerate Criticare's growth through enhanced market presence while creating a stronger platform to serve our customers worldwide," said Emil Soika, President and CEO of Criticare.

Roth Capital Partners acted as financial advisor to Criticare in the transaction and delivered a fairness opinion to Criticare's Board of Directors.

About Opto Circuits India Ltd.

Opto Circuits (India) Ltd. (OCI) (BSE Code: 532391; NSE Symbol: OPTOCIRCUI) is a leading manufacturer of healthcare equipments in India. The product profile includes digital thermometers, sensors, probes, pulse oximeters, patient monitoring systems, Stents and Catheters. Other innovative products are in the pipeline. In 2001, OCI acquired 60 per cent stake in Advanced Micronic Devices to market its equipments in India. OEMs contribute (80per cent) of sales while MediAid (100per cent US-based subsidiary) contributes the balance. MediAid came into existence with the acquisition of the patient monitoring division of Palco Labs, US, in end-2003 and now markets OCI's products in the US markets directly. OCI acquired EuroCor Gmbh during 2006. EuroCor manufactures Cardiac Stents of various types, including Drug Eluting Coronary stents used in critical cardiac care. In April 2007, OCI ventured into new product segments - Urology, Gastroenterology, Gynecology and Orthopedics by acquiring Devon Innovations Private Limited (Bangalore) and Ormed Medical Technology Limited (Chennai). Visit us at www.optoindia.com.

About Criticare Systems Inc

Criticare Systems Inc. (AMEX:CMD "� News) (www.csiusa.com) 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.