par Diana Bradley
, Staff Writer | December 15, 2011
Fujifilm Holdings Corp. said Thursday it would buy bedside ultrasound maker SonoSite Inc. for $995 million in an all-cash deal. This announcement comes one month after reports of Samsung wooing SonoSite
Commencing within the next 20 days, Fujifilm will make an all-cash tender offer through a U.S. subsidiary -- including amounts payable in connection with its convertible debt -- to purchase all outstanding shares of SonoSite common stock for $54 per share within 21 U.S. business days. The purchase price represents a premium of 50 percent over SonoSite's average closing stock price over the past three months, which ended yesterday, and a 75.4 percent premium over the closing price on Nov. 2. Boards of directors of both companies unanimously approved the transaction.
The buyout depends on Fuji getting the majority of SonoSite shares. Regarding the likelihood of SonoSite’s shareholders agreeing to sell their shares, Chris Brown, account executive of CJP Communications, told DOTmed News: “We believe our purchase price per share should be attractive to SonoSite’s shareholders and therefore expect to acquire more than 50 percent of issued shares in the tender offer.”
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Fujifilm's president and CEO, Shigetaka Komori, said in a statement that he is confident the acquisition will enhance his company's technological expertise to develop medical imaging devices that contribute to the improvement of medical diagnostics and care quality for patients worldwide.
"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," Kamori added.
Upon the acquisition's completion, SonoSite will become a wholly owned subsidiary of Fujifilm, and will continue operations in Bothell, Wash., managed by its current leadership team.
"We are pleased that this transaction gives our shareholders the opportunity to realize full value for their SonoSite shares," said SonoSite's president and CEO, Kevin Goodwin, in a statement. "We are also very excited to be partnering with Fujifilm as it will enable us to significantly accelerate our international business and product development efforts, and respond to the fast-evolving needs of physicians around the world."
SonoSite has long been known to be seeking a buyer. Earlier this fall, it was rumored to have been courted by the Korean electronics giant Samsung, which is aggressively seeking to push into the medical space. Brown declined comment about other companies' earlier interest in SonoSite.
Fujifilm hired Barclays Capital as financial advisor and Shearman & Sterling LLP is acting as legal counsel. J.P. Morgan Securities LLC and GCA Savvian Advisors, LLC are acting as exclusive financial advisers to SonoSite and Fenwick & West LLP is acting as legal counsel.
SonoSite’s stock has risen almost 27 percent, to reach $53.53 a share, in early morning trading on Nasdaq.