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.
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 at: http://www.fujifilmholdings.com/en/investors/index.html; 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