SonoSite Announces Preliminary Results of Its Tender Offer to Repurchase up to $100 Million Common Stock
February 22 2010 - 7:00AM
Business Wire
SonoSite, Inc. (Nasdaq:SONO), the world leader and
specialist in hand-carried ultrasound for the point-of-care, today
announced the preliminary results of its modified “Dutch Auction”
tender offer which expired at 5:00 p.m. New York City time on
February 19, 2010.
Based on the preliminary analysis by the depositary, an
aggregate of 2,973,050 shares were properly tendered and not
withdrawn, including approximately 1,073,209 shares that were
tendered through notice of guaranteed delivery, at prices at or
below $30.00. Accordingly, pursuant to the terms of the Offer to
Purchase, the Letter of Transmittal and applicable securities laws,
SonoSite expects to accept for payment up to an aggregate of
2,793,050 shares of its common stock at a purchase price of $30.00
per share.
The tender offer was made pursuant to an Offer to Purchase and
Letter of Transmittal, each dated January 19, 2010, filed with
the Securities and Exchange Commission on January 10, 2010, as
amended on January 28, 2010 and February 16, 2010.
The Dealer Manager for the tender offer was J.P. Morgan
Securities, Inc. and the Information Agent was Georgeson Inc.
The number of shares to be purchased in the tender offer and the
price per share are preliminary. The determination of the final
number of shares to be purchased is subject to confirmation by the
depositary of the proper delivery of the shares properly tendered
and not withdrawn. The actual number and percentage of outstanding
shares properly tendered and not withdrawn, the final price per
share for shares purchased in the tender offer and the number of
shares of SonoSite common stock that will be outstanding after
payment for the tendered shares will be announced promptly
following the completion of the confirmation process. Payment for
the shares accepted for purchase will occur promptly thereafter.
Payment for shares will be made in cash, without interest. SonoSite
intends to fund the payment for shares from available cash.
Subject to applicable law, upon the completion of ten business
days after the expiration of the tender offer, SonoSite may
purchase additional shares of its common stock pursuant to the
previously announced repurchase authorization by the SonoSite Board
of Directors.
All questions regarding the tender offer may be directed to
Georgeson Inc. by telephone at (800) 509-0976 (toll-free) or in
writing to Georgeson Inc., 199 Water Street, 26th Floor, New York,
NY 10038-3560.
About SonoSite
SonoSite, Inc. (www.sonosite.com) is the innovator and world
leader in hand-carried ultrasound. Headquartered near Seattle, the
company is represented by ten 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.
Forward-looking
Information
Certain statements in this press release contain forward-looking
statements, including, among others, reference to the number of
shares of SonoSite’s common stock to be purchased and the price at
which such shares will be purchased. These statements are not
guaranties, are based on potentially inaccurate assumptions and are
subject to known and unknown risks and uncertainties, that could
cause the actual number of shares to be purchased, or the price at
which shares are ultimately purchased to differ materially from the
number and amount expressed in the forward-looking statements in
this press release. More information about potential factors that
could affect SonoSite is included in our filings with the SEC,
including the factors contained in Item 1A. “Risk Factors” section
of SonoSite’s most recent Annual Report on Form 10-K filed with the
Securities and Exchange Commission. SonoSite cautions readers not
to place undue reliance upon these forward-looking statements that
speak only as to the date of this release.
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