Fujifilm Holdings completes tender offer for SonoSite

FujiFilm Holdings Corp. has completed a tender offer through its Salmon Acquisition Corp. subsidiary for all outstanding shares of common stock of SonoSite Inc. for $54 per share, net to the seller in cash, without interest and less any required withholding taxes.

The tender offer and withdrawal rights expired at 17:00 EST on February 15, 2012.

As of the expiration time 13,748,129 shares were validly tendered and not withdrawn, representing about 97.39% of all outstanding shares of common stock of SonoSite, according to Computershare Inc.

All shares that were validly tendered and not properly withdrawn have been accepted for purchase.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 $54 per share, net to the seller in cash, without interest and less any applicable withholding taxes, the company said.

Fujifilm intends to acquire the remaining outstanding shares of SonoSite common stock through a second-step merger, pursuant to which SonoSite will become a wholly-owned subsidiary of Fujifilm. As a result of the merger, any shares of common stock of SonoSite not tendered will automatically be cancelled and converted into the right to receive the same $54 in cash per share, without interest and less any applicable withholding taxes that was paid in the tender offer.

In addition, following the merger, SonoSite’s common stock will cease to be traded on the NASDAQ Global Select Market, and SonoSite will no longer have reporting obligations under the Securities Exchange Act of 1934.

The second-step merger is expected to be completed in late March 2012 or thereafter.

s”We are very pleased with the support we have received from shareholders. Together with SonoSite we will be able to capture the significant growth opportunities arising from new application areas in point-of-care ultrasound diagnosis and treatment. We will further enhance our technological expertise to develop medical imaging devices that contribute to the improvement of medical diagnostics and quality of care for patients worldwide,” Fujifilm President and CEO Shigetaka Komori said.

Source: FujiFilm Holdings