|[April 22, 2012]
Asahi Kasei Announces Completion of Tender Offer and Commencement of a Subsequent Offering Period for ZOLL
TOKYO & NEW YORK --(Business Wire)--
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guaranteed delivery) were tendered and not withdrawn, representing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tendered and not properly withdrawn have been accepted for purchase.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
Upon completion of the merger, ZOLL will become a wholly owned
subsidiary within the Asahi Kasei Grup, 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.
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
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
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 (News - Alert)") 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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