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Asahi Kasei to Acquire ZOLL Medical
 

Tokyo, Mar 14, 2012 (JCN) - Asahi Kasei Corp. has entered into a definitive merger agreement with ZOLL Medical Corp., a manufacturer of resuscitation and critical care devices and related software solutions, pursuant to which Asahi Kasei will acquire ZOLL for about $2.21 billion.

Asahi Kasei, through a U.S. subsidiary, will make a cash tender offer to purchase all of the outstanding shares of ZOLL common stock for $93 per share, representing a premium of 29.6% over ZOLL's volume weighted average closing stock price over the 30 trading day period ended March 9, 2012, and a 23.8% premium over the closing price on March 9, 2012. The transaction is expected to close in the second calendar quarter of 2012.

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.

The acquisition extends the development of Asahi Kasei's "Health Care for Tomorrow" project, under which the company seeks to advance the development of new businesses through organic growth, targeted acquisitions and strategic alliances. A key focus area of this effort is the resuscitation sector, an area where ZOLL is already a market leader in the U.S. and has a strong international market presence. This transaction builds on the alliance between the two companies that was announced in July 2011, under which Asahi Kasei has exclusive rights to market and distribute ZOLL's AED PLUS automated external defibrillator (AED) in Japan - the first AED in Japan with a function supporting cardiopulmonary resuscitation (CPR) that incorporates voice guidance and message displays.

Moving forward, Asahi Kasei plans strategic investments to accelerate the realization of ZOLL's mission of leading the world in resuscitation technologies, and to build on the ZOLL platform to achieve Asahi Kasei's long term strategic objective of creating a globally competitive health care business with a clear and unique focus on the field of critical care.

By Saroj Shrestha Staff Writer

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