Japanese chemical manufacturer Asahi Kasei is buying Zoll Medical (NASDAQ:ZOLL) for about $2.21 billion to boost its presence in the resuscitation sector.
The deal, which was announced on Monday and has been approved by the boards of directors of both companies, calls for Asahi to buy all of Zoll’s outstanding shares for $93 through a tender offer, representing a premium of 23.8% to the U.S. company’s closing price on March 9.
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Shares of Zoll, which is a market leader in the U.S. resuscitation sector, climbed about 24% to an all-time high of $92.81 Monday morning.
The acquisition expands upon an earlier deal from July 2011 between the two that allowed Asahi to exclusively market and distribute Zoll’s AED Plus automated external defibrillator in Japan – the first AED in Japan with a function supporting cardiopulmonary resuscitation that includes voice guidance and message displays.
“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,” Asahi president Taketsugu Fujiwara said in a statement.
“Together we will pursue new opportunities in the high-growth markets of Asia,” he said.
The offer, which is expected to commence within 10 business days and remain open for at least 20 days, is subject to customary conditions and regulatory clearances. At least two-thirds of Zoll shareholders must accept the offer.
In a joint statement, the companies projected the transaction to close in the second quarter of 2012. At that time, Asahi Kasei will implement a merger to acquire the remaining shares, making Zoll one of its wholly owned subsidiaries.
Zoll will continued to be led by its current management team.
UBS (NYSE:UBS) is acting as financial advisor to Asahi, while Brown Brothers Harriman is advising Zoll.