FUJIFILM Holdings Corporation (TSE: 4901, hereinafter:
Fujifilm), a diversified technology company that operates in
healthcare, highly functional materials, and document solutions,
announced today that it has entered into a definitive agreement
with SonoSite, Inc. (NASDAQ: SONO, hereinafter: SonoSite), a
pioneer and leader 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
news reports relating to a possible sale transaction were first
published. The tender offer is scheduled to commence within 20
business days and will remain open for 21 U.S. business days. The
transaction is conditioned on the tender of a majority of the
outstanding shares of SonoSite and remains 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 necessary
foreign jurisdictions. Following the completion of the tender
offer, Fujifilm intends to acquire the remaining outstanding shares
of SonoSite common stock through a second-step merger.
SonoSite’s Board of Directors will recommend that SonoSite’s
shareholders tender their shares to Fujifilm pursuant to the offer.
Upon completion of the acquisition, SonoSite will become a wholly
owned subsidiary of Fujifilm, and will continue operations in
Bothell, WA. 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.
SonoSite, a world leader in point-of-care ultrasound products
(POCU), specializes in the development of ultra portable and robust
devices that are used in more than 20 clinical specialties. The
company also recently expanded into the pre-clinical research
market with its newly acquired ultra-high frequency
micro-ultrasound technology. SonoSite’s systems ultimately improve
healthcare delivery and efficiency by enabling physicians to
deliver safer and less expensive care in hospitals and beyond.
SonoSite’s products are designed for applications where
ultrasound has not typically been used, such as emergency medicine,
surgery, critical care, internal medicine, musculoskeletal, and
vascular access procedures, as well as for imaging in traditional
applications, such as radiology, cardiology, vascular medicine, and
obstetrics and gynecology.
This transaction will bring together the complementary strengths
of Fujifilm’s high-quality imaging technologies and SonoSite’s
pioneering point-of-care expertise and miniaturization
capabilities, amplifying the business’ leadership within the
growing POCU sector. In particular, the combined entity will be
well-positioned to:
- Develop and produce industry-leading
and price-competitive products for both point-of-care and
traditional diagnostic markets, utilizing Fujifilm and SonoSite’s
innovative manufacturing technologies.
- Drive the geographic expansion of POCU
devices by deploying a worldwide sales infrastructure and
distribution channels on a reciprocal basis.
- Accelerate the development and
commercialization of next generation compact, easy-to-use and
high-quality medical imaging devices resulting from the combination
of Fujifilm’s proprietary imaging and laser technology and
SonoSite’s advanced ASIC technology, cutting edge high-frequency
ultrasound and transducer technology and its photoacoustic imaging
technology.
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.
Commenting on the transaction, President and CEO of Fujifilm,
Shigetaka Komori said, “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.
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.”
SonoSite’s President and CEO, Kevin Goodwin, said, “We are
pleased that this transaction gives our shareholders the
opportunity to realize full value for their SonoSite shares. We are
also very excited to be partnering with Fujifilm as it will enable
us to significantly accelerate our international business and
product development efforts, and respond to the fast-evolving needs
of physicians around the world. We believe that the performance,
size, ease of use, and cost-effectiveness of our products will
drive further growth in existing ultrasound markets, and are
opening new markets as they bring ultrasound visualization out of
the imaging lab and to the point-of-care, whether at the patient’s
bedside or the physician’s examination table.”
Fujifilm has successfully transformed its business structure for
growth by expanding from traditional photographic film to other
priority business fields. Positioning the medical systems and life
sciences business as one of its key growth areas, Fujifilm is
seeking to cover “prevention, diagnosis, and treatment”
comprehensively as a total healthcare company.
Barclays Capital is acting as financial advisor to Fujifilm and
Shearman & Sterling LLP is acting as legal counsel. J.P. Morgan
Securities LLC and GCA Savvian Advisors, LLC are acting as
exclusive financial advisors to SonoSite and Fenwick & West LLP
is acting as legal counsel.
NOTES TO EDITORS
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.
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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This announcement contains certain “forward-looking statements”
concerning Fujifilm and SonoSite. These forward-looking statements
may be identified by words such as ‘believes’, ‘expects’,
‘anticipates’, ‘projects’, ‘intends’, ‘should’, ‘seeks’,
‘estimates’, future’ or similar expressions or by discussion of,
among other things, strategy, goals, plans or intentions. The
forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those
expressed in the forward-looking statements. Many of these risks
and uncertainties relate to factors that are beyond the companies'
abilities to control or estimate precisely, such as future market
conditions, the behaviors of other market participants, the effects
of the transaction making it more difficult to maintain existing
relationships with employees, customers or business partners, and
other business effects, including the effects of industry, economic
or political conditions, and therefore undue reliance should not be
placed on such statements. Examples of forward-looking statements
in this press release include, but are not limited to, statements
regarding the proposed acquisition of SonoSite by Fujifilm, such
as: the timing of the tender offer and the merger; results of the
review of the transaction by regulatory agencies, and any
conditions imposed in connection with consummation of the
transaction; approval of the transaction by the shareholders of
SonoSite; and satisfaction of various other conditions to the
closing of the transaction. Actual results may differ materially
from those in the forward-looking statements. For information
regarding other related risks, please see the “Risk Factors”
section of SonoSite’s filings with the Securities and Exchange
Commission (the “SEC”), including its most recent filings on Form
10-K and Form 10-Q. SonoSite and Fujifilm assume no obligation to
update these forward-looking statements, except as required
pursuant to applicable law.
NOTE TO INVESTORS
The tender offer to purchase shares of SonoSite common stock
referenced in this press release has not yet commenced, and this
press release is neither an offer to purchase, nor a solicitation
of an offer to sell, any securities. The tender offer to purchase
shares of SonoSite common stock will be made only pursuant to a
Tender Offer Statement on Schedule TO containing an offer to
purchase, forms of letters of transmittal and other documents
relating to the tender offer (the “Tender Offer Statement”), which
Fujifilm will file with the SEC and mail to SonoSite stockholders.
At the time the tender offer is commenced, SonoSite will file a
Solicitation / Recommendation Statement on Schedule 14D-9 with
respect to the tender offer (the “Recommendation Statement”).
Investors and security holders of SonoSite are advised to read the
Tender Offer Statement and Recommendation Statement carefully when
they become available, before making any investment decision with
respect to the tender offer because they will contain important
information about the tender offer. Investors and security holders
of SonoSite also are advised that they may obtain free copies of
the Tender Offer Statement and other documents filed by Fujifilm
with the SEC (when these documents become available) and the
Recommendation Statement and other documents filed by SonoSite
(when these documents become available) on the SEC's website at
http://www.sec.gov. In addition, free copies of the Tender Offer
Statement and related materials may be obtained (when these
documents become available) 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 (when these documents become available) from SonoSite by
written request to Investor Relations, 21919 30th Drive S.E.,
Bothell, Washington 98021.
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