Asahi Kasei Corporation (TSE1: 3407, hereinafter: Asahi Kasei), Japan's leading diversified chemical manufacturer with businesses in the health care, chemicals & fibers, homes & construction materials, and electronics sectors, announced today the completion of the subsequent offering period offered by its indirect wholly owned U.S. subsidiary Asclepius Subsidiary Corporation (hereinafter: Purchaser) for the remaining shares of common stock of ZOLL Medical Corporation (NASDAQ GS: ZOLL, hereinafter: ZOLL) following a tender offer for all of the outstanding ZOLL shares for $93 per share, net to the seller in cash, without interest and less any required withholding taxes.
As of the expiration of the subsequent offering period at 12:00 Midnight, New York City time, at the end of April 25, 2012, combined with the shares tendered in the initial offering period, a total of 20,745,382 of ZOLL's shares were tendered, representing approximately 93.05% of ZOLL's outstanding shares.
Purchaser intends to effect a short-form merger pursuant to Section 11.05 of the Massachusetts Business Corporation Act without the need for a meeting of the ZOLL shareholders. In the merger, each issued and outstanding share, other than shares held by ZOLL, Asahi Kasei or Purchaser, or any of their respective subsidiaries, and shares held by shareholders who properly exercise appraisal rights, if any, available under Massachusetts law, will be canceled and converted into the right to receive the same cash price per share as in the Offer, without interest and less any required withholding taxes.
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 be delisted from the NASDAQ Global Select Market following the merger.NOTES TO EDITORS About Asahi Kasei Corporation Asahi Kasei is Japan's leading diversified chemical manufacturer with businesses in the health care, chemicals & fibers, homes & construction materials, and electronics sectors. The company's growth strategy involves continuous transformation of its business portfolio through constant innovation in anticipation of emerging changes to market needs, and through this process Asahi Kasei has developed into a diversified solution provider. With more than 25,000 employees around the world, the company serves customers in more than 100 countries.