ZOLL Medical Corp. Being Acquired for $2.21 Billion

When the transaction is completed, ZOLL will be a wholly owned subsidiary within the Asahi Kasei Group, managed by its current management team and with all business units and operations intact. It will be delisted from the NASDAQ exchange.

Asahi Kasei Corporation has agreed to acquire Chelmsford, Mass.-based ZOLL Medical Corporation for approximately $2.21 billion through a cash tender offer to purchase all outstanding shares of its common stock for $93 each, the two companies announced March 12. ZOLL posted $523.7 million in revenue in 2011, the first time its annual revenue topped half a billion dollars, according to its 2011 annual report.

The company makes AEDs and a full line of resuscitation products used by hospital personnel, corporations, and emergency responders. The annual report says the largest order in its history for the AED Plus, an automated external defibrillator that includes a CPR feedback tool, was the March 2011 order of 5,450 units by the New South Wales (Australia) Rural Fire Service.

ZOLL's announcement identifies Asahi Kasei as a leading Japanese diversified chemical manufacturer with businesses in the fields of health care, chemicals and fibers, homes and construction materials, and electronics. It says both companies' boards have approved the transaction, which is expected to close in the second quarter of 2012.

Asahi Kasei will make the tender offer through a U.S. subsidiary. The $93 price is a premium of 29.6 percent above ZOLL's volume weighted average closing stock price for the 30 trading day period that ended March 9, 2012, and a 23.8 percent premium above the March 9 closing price, it says, adding that the tender offer is expected to commence within 10 business days and will remain open for a minimum of 20 business days. 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.

When this is completed, ZOLL will become a wholly owned subsidiary within the Asahi Kasei Group, managed by its current management team and with all of its current business units and operations remaining intact. ZOLL will no longer be listed on the NASDAQ stock exchange.

"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," according to the announcement. "Asahi Kasei has identified health care as a key strategic sector that will power a new phase of growth for the group, and believes that the acquisition represents a significant milestone in fulfilling its core vision for the health care sector: improving patient quality of life through the creation of innovative technologies and devices for critical care."

It says the transaction builds on an alliance between the two companies that was announced in July 2011. It gave Asahi Kasei exclusive rights to market and distribute the AED Plus in Japan.

"We are very excited to be joining forces with ZOLL, with whom we have enjoyed a productive partnership over the past nine months," said Taketsugu Fujiwara, President & Representative Director of Asahi Kasei. "In the medical devices business, the U.S. market leads the world, not only in size and scope, but also in technological innovation, so establishing a strong infrastructure in the U.S. is an important step for Asahi Kasei. This transaction will allow us to build on ZOLL's strong U.S. business position and its technology leadership, with ZOLL forming the cornerstone of our critical care business. Together we will pursue new opportunities in the high-growth markets of Asia. We look forward to working with the management and all the employees of ZOLL to develop a critical care business renowned worldwide for its ability to turn technological advances into sophisticated medical tools that save lives and deliver invaluable improvements in the quality of life of patients and their families."

ZOLL CEO Richard A. Packer said, "We are delighted with this transaction and believe that it is in the best interest of our shareholders. In addition, we are convinced that Asahi Kasei's ownership will create the right environment for ZOLL and its team to continue transforming the science of resuscitation. We believe that Asahi Kasei will provide the right kind of support to help launch ZOLL's next phase of growth, and we are excited to be working together with Asahi Kasei. We expect all parts of ZOLL to continue to thrive as part of Asahi Kasei."

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