TOKYO & NEW YORK–(BUSINESS
WIRE)–FUJIFILM Holdings Corporation (TSE: 4901, hereinafter: Fujifilm), a
diversified technology company that operates in healthcare, highly functional
materials, and document solutions, announced today the commencement of a tender
offer through its indirect wholly-owned U.S. subsidiary Salmon Acquisition
Corporation for all outstanding shares of common stock of SonoSite, Inc.
(NASDAQ: SONO, hereinafter: SonoSite) for $54 per share, net to the seller in
cash, without interest and less any required withholding taxes.
The tender offer is being made pursuant to an Offer to
Purchase, dated January 17, 2012, and in connection with the previously
announced Agreement and Plan of Merger, dated December 15, 2011, among
Fujifilm, Salmon Acquisition Corporation and SonoSite.
The tender offer is scheduled to expire on February 15,
2012, at 17:00 New York
(Eastern Standard Time), subject to one or more possible extensions and a
subsequent offer period.
The tender offer is conditioned on the tender of at least
the number of shares that represents a majority of the outstanding shares of
SonoSite common stock on a fully-diluted basis as well as the receipt of
certain regulatory approvals and other customary closing conditions. Following
the completion of the tender offer, Fujifilm intends to acquire the remaining
outstanding shares of SonoSite common stock through a second-step merger.
As previously disclosed, the SonoSite Board of Directors has
approved the transaction by unanimous vote.
Upon completion of the acquisition, SonoSite will become a
wholly owned subsidiary of Fujifilm and will continue operations in Bothell, WA.
This transaction is a key element of Fujifilm’s strategy to further strengthen
its medical systems and life sciences business, as it seeks to comprehensively
cover “prevention, diagnosis, and treatment” as a total healthcare
Leveraging their existing and future product portfolio,
Fujifilm and SonoSite will be able to capture the significant growth
opportunities arising from new application areas in point-of-care ultrasound
diagnosis and treatment.
The Depositary and Paying Agent for the tender offer is
Computershare Inc. The Information Agent for the tender offer is Innisfree
M&A Incorporated. The tender offer materials may be obtained at no charge
by downloading them from the SEC’s website at http://www.sec.gov. In addition, free copies of the Tender
Offer Statement and related materials may be downloaded from Fujifilm’s website
and free copies of the Recommendation Statement and related materials may be
obtained from SonoSite by written request to Investor Relations, 21919 30th
Drive S.E., Bothell, Washington 98021. Persons with questions regarding the
offer should contact the Information Agent at +1-877-750-9499.
About FUJIFILM Holdings Corporation
FUJIFILM Holdings Corporation is the holding company of the Fujifilm Group
having three operating companies such as FUJIFILM Corporation, Fuji Xerox Co.,
Ltd. and Toyama Chemical Co., Ltd. under its umbrella. The group’s priority
business fields are: medical/life sciences such as medical equipment,
pharmaceuticals, functional skin care cosmetics and nutritional supplements;
graphic arts such as printing materials and equipment; documents such as office
equipment/printing; optical devices such as camera phone lens units; highly
functional materials such as LCD materials; digital imaging such as digital
cameras, digital printing, and Photobook.
About SonoSite, Inc.
SonoSite, Inc. (www.sonosite.com) is the innovator and world leader in
bedside and point-of-care ultrasound and an industry leader in ultra
high-frequency micro-ultrasound technology and impedance cardiography
equipment. Headquartered near Seattle,
the company is represented by 14 subsidiaries and a global distribution network
in over 100 countries. SonoSite’s small, lightweight systems are expanding the
use of ultrasound across the clinical spectrum by cost-effectively bringing
high-performance ultrasound to the point of patient care.
Posted by Sean Fenske, Editor-in-Chief, MDT