Asahi Kasei has entered into a definitive merger agreement with Zoll, a manufacturer of resuscitation and critical care devices and related software, pursuant to which Asahi Kasei will acquire Zoll for approximately $2.21 billion. The transaction has been approved by the boards of directors of both companies.
The acquisition extends the development of Asahi Kasei’s “Healthcare for Tomorrow” project, under which the company is seeking to develop new businesses. A focus area of this effort is the resuscitation sector, an area in which the Chelmsford, Mass.-based Zoll already has a strong international market presence, according to Asahi Kasei.
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, which supports cardiopulmonary resuscitation (CPR) and incorporates voice guidance and message displays. Zoll develops products for defibrillation and monitoring, circulation and CPR feedback, data management, fluid resuscitation and therapeutic temperature management.
Toyko-based 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 more than 29.6 percent of Zoll’s volume weighted average closing stock price over the 30-day trading period ended March 9, and a 23.8 percent premium over the closing price on March 9. 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.
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 also will be delisted from the NASDAQ stock exchange at that time.
UBS Investment Bank is acting as financial advisor to Asahi Kasei and Cleary Gottlieb Steen & Hamilton is acting as Asahi Kasei’s legal counsel. Brown Brothers Harriman is acting as financial advisor to Zoll and Goodwin Procter is acting as Zoll’s legal counsel.
The transaction is expected to close in the second calendar quarter of 2012.