Asahi Kasei, a chemical manufacturer with businesses in the health care, chemicals and fibers, homes and construction materials and electronics sectors, through a U.S. subsidiary will make a cash tender offer to purchase all outstanding shares of Zoll common stock for $93 per share. The tender offer is expected to commence within 10 business days and remain open for a minimum of 20 business days.
The Zoll board of directors has recommended Zoll stockholders accept the offer and tender their shares. The transaction is expected to close in the second calendar quarter of 2012.
Upon completion of the merger, Zoll, a manufacturer of resuscitation and critical care devices and related software solutions, 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 be delisted from the Nasdaq stock exchange at that time.
Moving forward, Asahi Kasei plans strategic investments to accelerate Zoll’s mission of leading the world in resuscitation technologies and 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. Asahi Kasei has identified health care as a key strategic sector for a new phase of growth for the group and believes the acquisition represents a significant milestone in fulfilling its core vision for the healthcare sector: improving patient quality of life through the creation of innovative technologies and devices for critical care.
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 is the resuscitation sector, in which Zoll already is a market leader in the U.S. and has a strong international 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 needing 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, including 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.
Zoll Medical Corporation develops and markets medical devices and software solutions that help advance emergency care and save lives, while increasing clinical and operational efficiencies. It has products for defibrillation and monitoring, circulation and CPR feedback, data management, fluid resuscitation, and therapeutic temperature management. Zoll develops and manufactures its products in California, Colorado, Illinois, Massachusetts, Pennsylvania and Rhode Island, with customers in over 140 countries around the globe.
Asahi Kasei’s growth strategy involves continuous transformation of its business portfolio through constant innovation in anticipation of emerging changes to market needs. With more than 25,000 employees around the world, the company serves customers in more than 100 countries. Within the healthcare field, the company is active in pharmaceuticals, medical devices and bioprocess products.