Asahi Kasei Acquires Zoll Medical


March 13, 2012
The AED Plus from Zoll

March 13, 2012 — Asahi Kasei Corp. and Zoll Medical Corp. jointly announced that Asahi Kasei will acquire Zoll for approximately $2.21 billion. The transaction has been approved by the boards of directors of both companies.

Asahi Kasei is a Japanese chemical manufacturer with businesses in the healthcare, chemicals and fibers, homes and construction materials, and electronics sectors. Zoll is a manufacturer of resuscitation, defibrillator-monitors and critical care devices and related software solutions.

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 United States and has a strong international market presence. This transaction builds on the alliance between the two companies 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.

Zoll’s comprehensive set of technologies helps clinicians, emergency medical technicians, and fire professionals treat victims in need of resuscitation and critical care. Zoll develops products for defibrillation and monitoring, circulation and CPR feedback, data management, fluid resuscitation, and therapeutic temperature management. Its innovative product lines, which include LifeVest, the world’s only wearable automatic defibrillator; temperature management technologies for managing the core body temperature of critically ill or surgical patients; and AutoPulse, a revolutionary non-invasive cardiac support pump, represent significant potential drivers of growth for the company.

Commenting on the transaction, president & representative director of Asahi Kasei, Taketsugu Fujiwara, said, “We are very excited to be joining forces with Zoll, with whom we have enjoyed a productive partnership over the past nine months. 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.”

Richard A. Packer, CEO of Zoll, 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.”

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. The purchase price represents a premium of 29.6 percent over Zoll’s volume weighted average closing stock price over the 30 trading day period ended March 9, 2012, and a 23.8 percent premium over the closing price on March 9, 2012. The tender offer is expected to commence within 10 business days and will remain open for a minimum of 20 business days. Closing of the tender offer is subject to customary conditions, including receipt of applicable regulatory clearances and the minimum tender of at least two-thirds of the outstanding shares of Zoll (on a fully diluted basis). The transaction is not subject to a financing condition. The Zoll board of directors has recommended that Zoll stockholders accept the offer and tender their shares into the offer when it is made. 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.

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