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.
The Depositary and Paying Agent for the tender offer is
Computershare Trust Company, N.A. The Information Agent for the
tender offer is Georgeson, Inc. The tender offer materials may be
obtained at no charge by downloading them from the SEC's website at
www.sec.gov. In addition, free copies of the Tender Offer Statement
and related materials may be downloaded from Asahi Kasei's website
at: www.asahi-kasei.co.jp/asahi/en/ir/; and free copies of the
Recommendation Statement and related materials may be obtained from
ZOLL by written request to: ZOLL Medical Corporation. Attn:
Investor Relations, 269 Mill Road, Town of Chelmsford, MA
01824.
-Ends-
NOTES TO EDITORS
About Asahi Kasei Corporation
Asahi Kasei is Japan's leading diversified chemical manufacturer
with businesses in the health care, chemicals & fibers, homes
& construction materials, and electronics sectors. The
company's growth strategy involves continuous transformation of its
business portfolio through constant innovation in anticipation of
emerging changes to market needs, and through this process Asahi
Kasei has developed into a diversified solution provider. With more
than 25,000 employees around the world, the company serves
customers in more than 100 countries.
Within the health care field, the company is active in
pharmaceuticals (including agents for dysuria, osteoporosis,
disseminated intravascular coagulation, and herpes), medical
devices (including artificial kidneys and therapeutic apheresis
devices), and bioprocess products (including virus removal filters
and bioprocess equipment).
For more information, visit www.asahi-kasei.co.jp/asahi/en/.
About ZOLL Medical Corporation
ZOLL Medical Corporation develops and markets medical devices
and software solutions that help advance emergency care and save
lives, while increasing clinical and operational efficiencies. With
products for defibrillation and monitoring, circulation and CPR
feedback, data management, fluid resuscitation, and therapeutic
temperature management, ZOLL provides a comprehensive set of
technologies that help clinicians, EMS and fire professionals, and
lay rescuers treat victims needing resuscitation and critical
care.
A NASDAQ Global Select company and a three-time Forbes 100 Most
Trustworthy Company, ZOLL was designated in 2011 as one of Forbes
Top 100 Small Public Companies in America with annual revenues
under $1 billion. ZOLL develops and manufactures its products in
the United States, in California, Colorado, Illinois,
Massachusetts, Pennsylvania, and Rhode Island. More than 400 direct
sales and service representatives, 1,100 business partners, and 200
independent representatives serve our customers in over 140
countries around the globe.
For more information, visit www.zoll.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This press release contains certain statements that are
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, as amended. Asahi Kasei and ZOLL have
identified some of these forward-looking statements with words like
"believe," "may," "could," "would," "might," "possible," "will,"
"should," "expect," "intend," "plan," "anticipate," or "continue,"
the negative of these words, other terms of similar meaning or the
use of future dates. Forward-looking statements in this release
include without limitation statements regarding the expected timing
of the completion of the transaction, Asahi Kasei's operation of
the ZOLL business following completion of the transaction, and
statements regarding the future operation, direction and success of
ZOLL's business. Such statements are qualified by the inherent
risks and uncertainties surrounding future expectations generally,
and actual results could differ materially from those currently
anticipated due to a number of risks and uncertainties. Risks and
uncertainties that could cause results to differ from expectations
include: uncertainties as to the timing of the transaction;
uncertainties as to the percentage of ZOLL stockholders tendering
their shares in the offer; the possibility that competing offers
will be made; the possibility that various closing conditions for
the transaction may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the transaction; the effects of disruption
caused by the transaction making it more difficult to maintain
relationships with employees, customers, vendors and other business
partners; the risk that stockholder litigation in connection with
the transaction may result in significant costs of defense,
indemnification and liability; other business effects, including
the effects of industry, economic or political conditions outside
of the control of Asahi Kasei or ZOLL; transaction costs; actual or
contingent liabilities; and other risks and uncertainties discussed
in ZOLL's filings with the U.S. Securities and Exchange Commission,
including the "Risk Factors" sections of ZOLL's most recent annual
report on Form 10-K and subsequent quarterly report on Form 10-Q,
as well as the tender offer documents to be filed by Asahi Kasei
and Asclepius Subsidiary Corporation, an indirect wholly owned
subsidiary of Asahi Kasei, and the Solicitation/Recommendation
Statement to be filed by ZOLL. Neither Asahi Kasei nor ZOLL
undertakes any obligation to update any forward-looking statements
as a result of new information, future developments or otherwise,
except as expressly required by law. All forward looking statements
in this announcement are qualified in their entirety by this
cautionary statement.
Important Information for Investors and Stockholders
This announcement and the description contained herein is
neither an offer to purchase nor a solicitation of an offer to sell
shares of ZOLL. The solicitation and offer to buy shares of ZOLL
common stock is only being made pursuant to the Offer to Purchase
and forms of letters of transmittal and other documents relating to
the tender offer that Asahi Kasei and Asclepius Subsidiary
Corporation filed with the Securities and Exchange Commission (the
"SEC") on March 26, 2012, as may be amended from time to time. In
addition, ZOLL has filed a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the tender offer by Asahi Kasei and
Asclepius Subsidiary Corporation. Asahi Kasei, Asclepius Subsidiary
Corporation, and ZOLL intend to mail these documents to the
stockholders of ZOLL. These documents will contain important
information about the tender offer and stockholders of ZOLL are
urged to read them carefully and in their entirety when they become
available including any amendments thereto, prior to making any
decisions with respect to the offer because they contain important
information, including the terms and conditions of the offer.
Stockholders of ZOLL will be able to obtain a free copy of these
documents (when they become available) and other documents filed by
ZOLL, Asahi Kasei or Asclepius Subsidiary Corporation with the SEC
at the website maintained by the SEC at www.sec.gov or on Asahi
Kasei's website at www.asahi-kasei.co.jp/asahi/en/ir/. In addition,
stockholders will be able to obtain a free copy of these documents
(when they become available) from Georgeson, Inc., call Toll Free
at (888)-607-9107, Banks and Brokers call (212) 440-9800.
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