Fujifilm to buy SonoSite for nearly $1B

Fujifilm Holdings has entered into a definitive agreement with SonoSite, a developer of bedside and point-of-care ultrasound technology, pursuant to which Fujifilm will acquire SonoSite for approximately $995 million (which includes amounts payable in connection with its convertible debt).

The transaction was unanimously approved by the boards of directors of both companies. Fujifilm, through a U.S. subsidiary, will make an all-cash tender offer to purchase all outstanding shares of SonoSite common stock for $54 per share in cash. The purchase price represents a premium of 50 percent over SonoSite’s average closing stock price over the three months ended Dec. 14, and a 75.4 percent premium over the closing price on Nov. 2, the last trading day before news reports relating to a possible sale transaction were first published.

The tender offer is scheduled to commence within 20 business days and will remain open for 21 U.S. business days. The transaction is conditioned on the tender of a majority of the outstanding shares of SonoSite and remains subject to the satisfaction of customary closing conditions, including expiration of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and necessary foreign jurisdictions. Following the completion of the tender offer, Fujifilm intends to acquire the remaining outstanding shares of SonoSite common stock through a second-step merger.

Upon completion of the acquisition, SonoSite will become a wholly owned subsidiary of Fujifilm, and will continue operations in Bothell, Wash. SonoSite will continue to be managed by its current leadership team, who will play a role in driving the group’s future in the medical equipment sector.

This transaction will bring together technologies of Fujifilm’s imaging technologies and SonoSite’s point-of-care tools and miniaturization capabilities. Positioning the medical systems and life sciences business as one of its growth areas, Fujifilm said it is seeking to cover “prevention, diagnosis, and treatment” as a total healthcare company.

Barclays Capital is acting as financial advisor to Fujifilm and Shearman & Sterling is acting as legal counsel. J.P. Morgan Securities and GCA Savvian Advisors are acting as exclusive financial advisors to SonoSite and Fenwick & West is acting as legal counsel.