Asahi Kasei announces commencement of tender offer for ZOLL

Mar 26 2012

Asahi Kasei Corporation (TSE1: 3407, hereinafter: Asahi Kasei), Japan's leading diversified chemical manufacturer with businesses in the health care, chemicals & fibers, homes & construction materials, and electronics sectors, announced today the commencement of a tender offer through its indirect wholly owned U.S. subsidiary Asclepius Subsidiary Corporation for all outstanding shares of common stock of ZOLL Medical Corporation (NASDAQ GS: ZOLL, hereinafter: ZOLL) for $93 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 March 26, 2012, and in connection with the previously announced Agreement and Plan of Merger, dated March 12, 2012, among Asahi Kasei, Asahi Kasei Holdings US, Inc. (a wholly owned subsidiary of Asahi Kasei), Asclepius Subsidiary Corporation, and ZOLL.

The tender offer is scheduled to expire at the end of Friday, April 20, 2012, at 12:00 Midnight, New York City time, subject to one or more possible extensions. After expiration, there may be one or more subsequent offering periods.

The tender offer is conditioned on the minimum tender of at least two-thirds of the outstanding shares of ZOLL on a fully diluted basis as well as the receipt of applicable regulatory clearances and other customary conditions. The transaction is not subject to a financing condition.

As previously disclosed, the transaction has been approved by the Boards of Directors of Asahi Kasei and ZOLL. The ZOLL Board of Directors has recommended that ZOLL stockholders accept the offer and tender their shares into the offer.

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, if not sooner.

Asahi Kasei has identified health care as a key growth sector and this acquisition represents an important milestone in achieving its 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 plans strategic investments to accelerate the realization of ZOLL's mission of leading the world in resuscitation technologies.

Source: Asahi Kasei Corporation