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 company.
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.
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