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.
Copyright © 2013 JCN. All rights reserved. A division of Japan Corporate News Network KK.
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