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 completion of the subsequent offering period offered by its
indirect wholly owned U.S. subsidiary Asclepius Subsidiary
Corporation (hereinafter: Purchaser) for the remaining shares of
common stock of ZOLL Medical Corporation (NASDAQ GS: ZOLL,
hereinafter: ZOLL) following a tender offer for all of the
outstanding ZOLL shares for $93 per share, net to the seller in
cash, without interest and less any required withholding taxes.
As of the expiration of the subsequent offering period at 12:00
Midnight, New York City time, at the end of April 25, 2012,
combined with the shares tendered in the initial offering period, a
total of 20,745,382 of ZOLL's shares were tendered, representing
approximately 93.05% of ZOLL's outstanding shares.
Purchaser intends to effect a short-form merger pursuant to
Section 11.05 of the Massachusetts Business Corporation Act without
the need for a meeting of the ZOLL shareholders. In the merger,
each issued and outstanding share, other than shares held by ZOLL,
Asahi Kasei or Purchaser, or any of their respective subsidiaries,
and shares held by shareholders who properly exercise appraisal
rights, if any, available under Massachusetts law, will be canceled
and converted into the right to receive the same cash price per
share as in the Offer, without interest and less any required
withholding taxes.
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 be delisted from the NASDAQ
Global Select Market following the merger.
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 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
STATEMENTSThis 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 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 the effects of
disruption caused by the transaction making it more difficult to
maintain relationships with employees, customers, vendors and other
business partners; 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 filed by Asahi Kasei and Asclepius
Subsidiary Corporation, an indirect wholly owned subsidiary of
Asahi Kasei, and the Solicitation/Recommendation Statement 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.
Zoll (NASDAQ:ZOLL)
Historical Stock Chart
From Nov 2024 to Dec 2024
Zoll (NASDAQ:ZOLL)
Historical Stock Chart
From Dec 2023 to Dec 2024
