Tokyo, Japan/Chelmsford, MA U.S. – Asahi Kasei Corporation,
and ZOLL Medical Corporation today jointly announced that Asahi Kasei, Japans
leading diversified chemical manufacturer with businesses in the health care,
chemicals & fibers, homes & construction materials, and electronics
sectors, has entered into a definitive merger agreement with ZOLL, a
manufacturer of resuscitation and critical care devices and related software
solutions, pursuant to which Asahi Kasei will acquire ZOLL for approximately
$2.21 billion. The transaction has been approved by the Boards of Directors of
both companies.
Asahi Kasei, through a U.S. subsidiary, will make a cash
tender offer to purchase all of the outstanding shares of ZOLL common stock for
$93 per share. The purchase price represents a premium of 29.6% over ZOLLs
volume weighted average closing stock price over the 30 trading day period
ended March 9, 2012, and a 23.8% premium over the closing price on March 9,
2012. The tender offer is expected to commence within 10 business days and will
remain open for a minimum of 20 business days. Closing of the tender offer is
subject to customary conditions, including receipt of applicable regulatory
clearances and the minimum tender of at least two-thirds of the outstanding
shares of ZOLL (on a fully diluted basis). The transaction is not subject to a
financing condition. The ZOLL Board of Directors has recommended that ZOLL
stockholders accept the offer and tender their shares into the offer when it is
made. The transaction is expected to close in the second calendar quarter of
2012.
Following the completion of the tender offer, Asahi Kasei
intends to implement a second-step merger pursuant to which all remaining
shares of ZOLL common stock not tendered in the offer will be converted into
the right to receive the same cash price per share as in the offer. Upon
completion of the merger, ZOLL will become a wholly owned subsidiary within the
Asahi Kasei Group, managed by the current ZOLL management team and with all
current business units and operations remaining intact. ZOLL will also be
delisted from the NASDAQ stock exchange at that time.
Moving forward, Asahi Kasei plans strategic investments to
accelerate the realization of ZOLLs mission of leading the world in
resuscitation technologies, and to build on the ZOLL platform to achieve Asahi
Kaseis long term strategic objective of creating a globally competitive health
care business with a clear and unique focus on the field of critical care.
Asahi Kasei has identified health care as a key strategic sector that will
power a new phase of growth for the group, and believes that the acquisition
represents a significant milestone in fulfilling its core vision for the health
care sector: improving patient quality of life through the creation of
innovative technologies and devices for critical care.
The acquisition extends the development of Asahi Kaseis
“Health Care for Tomorrow” project, under which the company seeks to advance
the development of new businesses through organic growth, targeted
acquisitions, and strategic alliances. A key focus area of this effort is the
resuscitation sector, an area where ZOLL is already a market leader in the U.S. and has a
strong international market presence. This transaction builds on the alliance
between the two companies that was announced in July 2011, under which Asahi
Kasei has exclusive rights to market and distribute ZOLLs AED PLUS™ automated
external defibrillator (AED) in Japan-the first AED in Japan with a function
supporting cardiopulmonary resuscitation (CPR) that incorporates voice guidance
and message displays.
ZOLLs comprehensive set of technologies helps clinicians,
emergency medical technicians, and fire professionals treat victims needing
resuscitation and critical care. ZOLL develops products for defibrillation and
monitoring, circulation and CPR feedback, data management, fluid resuscitation,
and therapeutic temperature management. Its innovative product lines, which
include LifeVest™, the worlds only wearable automatic defibrillator;
temperature management technologies for managing the core body temperature of
critically ill or surgical patients; and AutoPulse™, a revolutionary non-invasive
cardiac support pump, represent significant potential drivers of growth for the
company.
Commenting on the transaction, President &
Representative Director of Asahi Kasei, Taketsugu Fujiwara, said, “We are very
excited to be joining forces with ZOLL, with whom we have enjoyed a productive
partnership over the past nine months. In the medical devices business, the U.S. market leads the world, not only in size
and scope, but also in technological innovation, so establishing a strong
infrastructure in the U.S.
is an important step for Asahi Kasei. This transaction will allow us to build
on ZOLLs strong U.S.
business position and its technology leadership, with ZOLL forming the
cornerstone of our critical care business. Together we will pursue new opportunities
in the high-growth markets of Asia. We look
forward to working with the management and all the employees of ZOLL to develop
a critical care business renowned worldwide for its ability to turn
technological advances into sophisticated medical tools that save lives and
deliver invaluable improvements in the quality of life of patients and their
families.”
Richard A. Packer, Chief Executive Officer of ZOLL,
commented, “We are delighted with this transaction and believe that it is in
the best interest of our shareholders. In addition, we are convinced that Asahi
Kaseis ownership will create the right environment for ZOLL and its team to
continue transforming the science of resuscitation. We believe that Asahi Kasei
will provide the right kind of support to help launch ZOLLs next phase of
growth, and we are excited to be working together with Asahi Kasei. We expect
all parts of ZOLL to continue to thrive as part of Asahi Kasei.”
UBS Investment Bank is acting as financial advisor to Asahi
Kasei and Cleary Gottlieb Steen & Hamilton LLP is acting as Asahi Kaseis
legal counsel. Brown Brothers Harriman is acting as financial advisor to ZOLL
and Goodwin Procter LLP is acting as ZOLLs legal counsel.