Fujifilm Holdings Will Acquire SonoSite to Drive Next-Gen Medical Imaging Solutions

Fujifilm Holdings Will Acquire SonoSite to Drive Next-Gen Medical Imaging Solutions

3010

Tokyo, Japan—Fujifilm Holdings Corp. entered into a definitive agreement with SonoSite, Inc., a pioneer in bedside and point-of-care ultrasound technology, pursuant to which Fujifilm will acquire SonoSite for approximately $995 million (which includes amounts payable in connection with its convertible debt). The transaction was unanimously approved by the boards of directors of both companies.

Fujifilm, through a U.S. subsidiary, will make an all-cash tender offer to purchase all outstanding shares of SonoSite common stock for $54 per share in cash. The purchase price represents a premium of 50.0% over SonoSite’s average closing stock price over the three months ended December 14, 2011, and a 75.4% premium over the closing price on November 2, 2011, the last trading day before published news reports relating to a possible transaction.

“We are delighted to be joining forces with SonoSite. This transaction significantly accelerates Fujifilm’s full-scale entry into the fast-growing hand-carried ultrasound equipment market and will position ultrasonography as a strategic pillar for the future growth of our medical systems business,” commented Shigetaka Komori, president and CEO of Fujifilm. “Beginning with the sales of X-ray films in 1936, Fujifilm gradually developed its business in the medical field. Since the release of the world’s first FCR digital x-ray diagnostic imaging system in 1983, the company has continuously pursued one central goal: providing easy-to-interpret, high-quality images at the medical frontline. We are confident that, together with SonoSite, we will further enhance our technological expertise to develop medical imaging devices that contribute to the improvement of medical diagnostics and care quality for patients worldwide.”

The transaction is conditioned on the tender of a majority of the outstanding shares of SonoSite and is subject to the satisfaction of customary closing conditions, including expiration of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and foreign jurisdictions.

Following completion of the offer, Fujifilm will acquire the remaining outstanding shares of SonoSite common stock through a second-step merger. SonoSite’s board will recommend that its shareholders tender their shares to Fujifilm pursuant to the offer.

Upon completion of the acquisition, SonoSite will be a wholly owned subsidiary of Fujifilm and will continue operations in Bothell, Washington. SonoSite will continue to be managed by its current leadership team, who will play a key role in driving the group’s future growth in the medical equipment sector, a key strategic pillar of Fujifilm. fujifilmusa.com

NO COMMENTS