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 a tender offer through its indirect wholly owned
U.S. subsidiary Asclepius Subsidiary Corporation (hereinafter:
Purchaser) for all outstanding shares of common stock of ZOLL
Medical Corporation (NASDAQ GS: ZOLL, hereinafter: ZOLL) for $93
per share, net to the seller in cash, without interest and less any
required withholding taxes.
The tender offer and withdrawal rights expired at the end of
Friday, April 20, 2012, at 12:00 Midnight, New York City time.
Computershare Trust Company, N.A., the Depositary and Paying Agent
for the tender offer, has advised that, as of the expiration time,
approximately 20,916,921 shares (including 3,088,887 shares
tendered by notice of guaranteed delivery) were tendered and not
withdrawn, representing approximately 93.82% of all outstanding
shares of common stock of ZOLL, and 86.08% of common stock of ZOLL
calculated on a fully diluted basis. Excluding shares tendered by
notices of guaranteed delivery, the validly tendered shares
represent approximately 79.97% of the outstanding shares of common
stock of ZOLL and approximately 73.37% of the common stock of ZOLL
calculated on a fully diluted basis. All shares that were validly
tendered and not properly withdrawn have been accepted for
purchase. Purchaser will promptly pay for such shares, at the offer
price of $93 per share, net to the seller in cash, without interest
and less any required withholding taxes.
Asahi Kasei also announced that Purchaser will provide a
subsequent offering period for three (3) business days commencing
immediately for all remaining shares of ZOLL common stock to permit
shareholders who have not yet tendered their shares the opportunity
to do so. This subsequent offering period will expire at 12:00
Midnight, New York City time, at the end of Wednesday, April 25,
2012. The same $93 per share cash consideration offered during the
initial offering period will be paid to holders of ZOLL common
stock who tender their shares during the subsequent offering
period. During the subsequent offering period, tendering
shareholders will not have withdrawal rights.
ZOLL has granted Purchaser an irrevocable option (the “top-up
option”), exercisable within one (1) business day following the
expiration of a subsequent offering period to purchase from ZOLL,
the number of Shares necessary for Purchaser to own at least 90% of
the outstanding shares. Purchaser plans to exercise the top-up
option in accordance with the Merger Agreement if, following
expiration of the subsequent offering period, Purchaser owns more
than approximately 82.9% but less than 90%, of the issued and
outstanding Shares.
If Purchaser owns at least 90% of all outstanding shares of
common stock of ZOLL following the subsequent offering period,
including by exercise of the top-up option, Asahi Kasei may
implement a merger under the “short-form” merger provisions of
Section 11.05 of the Massachusetts Business Corporation Act without
the need for a meeting of the ZOLL shareholders pursuant to which
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 also be delisted from the
NASDAQ stock exchange at that time, if not sooner.
-End-
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 NASDAQ Global Select company and 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
STATEMENTS
This 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 the expected timing
of the completion of the transaction, 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: uncertainties as to the timing of the transaction; the
possibility that various closing conditions for the merger
transaction may not be satisfied or waived; 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.
Important Information for Investors and Shareholders
This announcement and the description contained herein is
neither an offer to purchase nor a solicitation of an offer to sell
shares of ZOLL. The solicitation and offer to buy shares of ZOLL
common stock is only being made pursuant to the Offer to Purchase
and forms of letters of transmittal and other documents relating to
the tender offer that Asahi Kasei and Asclepius Subsidiary
Corporation filed with the Securities and Exchange Commission (the
“SEC”) on March 26, 2012, as amended from time to time. In
addition, ZOLL has filed a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the tender offer by Asahi Kasei and
Asclepius Subsidiary Corporation. Asahi Kasei, Asclepius Subsidiary
Corporation, and ZOLL have mailed these documents to the
shareholders of ZOLL. These documents contain important information
about the tender offer and shareholders of ZOLL are urged to read
them carefully and in their entirety including any amendments
thereto, prior to making any decisions with respect to the offer
because they contain important information, including the terms and
conditions of the offer. Shareholders of ZOLL can obtain a free
copy of these documents and other documents filed by ZOLL, Asahi
Kasei or Asclepius Subsidiary Corporation with the SEC at the
website maintained by the SEC at www.sec.gov or on Asahi Kasei’s
website at www.asahi-kasei.co.jp/asahi/en/ir/. In addition,
shareholders can obtain a free copy of these documents from
Georgeson, Inc., call Toll Free at (888) 607-9107, Banks and
Brokers call (212) 440-9800.
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