Japan's diversified technology company Fujifilm Holdings Corp. (FUJIY.PK, FUJIF.PK) Thursday said it agreed to acquire ultrasound technology firm SonoSite, Inc. (SONO: Quote) for $54 per share in cash or approximately $995 million.
The deal price includes amounts payable in connection with its convertible debt. The purchase price represents a premium of 50 percent over SonoSite's average closing stock price over the three months ended December 14, and a 75.4 percent premium over the closing price on November 2, the last trading day before news reports relating to a possible sale transaction were first published.
On November 3, media had reported that SonoSite was up for sale and in talks with potential buyers, such as Samsung Electronics Co. Ltd. (SSNLF.PK, SSNNF.PK), following which its stock jumped 30 percent, the most in 13 years.
Fujifilm in Thursday's statement said that it will make an all-cash tender offer through a U.S. subsidiary to buy the stake of SonoSite that provides bedside and point-of-care ultrasound products. The offer is scheduled to commence within 20 business days and will remain open for 21 U.S. business days.
The acquisition is conditional on the tender of a majority of SonoSite's stake in the offer, and remains subject to the satisfaction of customary closing conditions, and necessary foreign jurisdictions. After completing the offer, Fujifilm would buy the remaining stake through a second-step merger.
The deal was unanimously approved by the Boards of Directors of both companies, and SonoSite's Board will recommend its shareholders to tender their shares in the offer.
Upon the deal closure, SonoSite will become a wholly owned subsidiary of Fujifilm, and will continue operations in Bothell, Washington. SonoSite will continue to be managed by its current leadership team.
Fujifilm that operates in healthcare, highly functional materials, and document solutions said the deal will bring together the complementary strengths of its high-quality imaging technologies and SonoSite's pioneering point-of-care expertise and miniaturization capabilities to drive next generation medical imaging solutions.
Fujifilm President and CEO Shigetaka Komori said, "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."
SonoSite's President and CEO, Kevin Goodwin, said, "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."
In the offer, Barclays Capital is acting as financial advisor to Fujifilm and Shearman & Sterling LLP is acting as legal counsel.
SonoSite's financial advisors are J.P. Morgan Securities LLC and GCA Savvian Advisors, LLC and its legal counsel is Fenwick & West LLP.
Fujifilm closed today's trading in Japan at 1,841 yen, down 42 yen or 2.23 percent. In the U.S., FUJIY.PK settled on Thursday at $23.69, down $0.32 or 1.33 percent.
SONO closed Thursday's trading at $42.24, down $0.15 or 0.35 percent.
by RTT Staff Writer
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