Asahi Kasei Commences Tender Offer for ZOLL
March 29 2012 - 3:14AM
JCN Newswire (English)
Tokyo, Mar 29, 2012 - (JCN) - Asahi Kasei Corp. has announced the
commencement of a tender offer, through its indirect wholly owned
U.S. subsidiary Asclepius Subsidiary Corp., for all outstanding
shares of common stock of ZOLL Medical Corp. for $93 per share.
The tender offer is being made pursuant to an Offer to Purchase and
in connection with the previously announced Agreement and Plan of
Merger among Asahi Kasei, Asahi Kasei Holdings US Inc., Asclepius,
and ZOLL.
The tender offer is scheduled to expire at the end of Friday, April
20, 2012, at 12:00 Midnight, New York City time, subject to one or
more possible extensions. After expiration, there may be one or
more subsequent offering periods.
The tender offer is conditioned on the minimum tender of at least
two-thirds of the outstanding shares of ZOLL on a fully diluted
basis as well as the receipt of applicable regulatory clearances
and other customary conditions. The transaction is not subject to a
financing condition.
As previously disclosed, the transaction has been approved by the
Boards of Directors of Asahi Kasei and ZOLL. The ZOLL Board of
Directors has recommended that ZOLL stockholders accept the offer
and tender their shares into the offer.
Following the completion of the tender offer, Asahi Kasei intends
to implement a second-step merger pursuant to which all remaining
shares of ZOLL common stock not tendered in the offer will be
converted into the right to receive the same cash price per share
as in the offer.
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.
Source: JCN http://www.japancorp.net
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