Asahi Kasei commences tender offer for ZOLL Medical Corp

Asahi Kasei Corp, Japan's leading diversified chemical manufacturer with businesses in the health care, chemicals & fibers, homes & construction materials, and electronics sectors, announced Monday the commencement of a tender offer through its indirect wholly owned U.S. subsidiary Asclepius Subsidiary Corporation for all outstanding shares of common stock of ZOLL Medical Corp for $93 per share, net to the seller in cash, without interest and less any required withholding taxes.

The tender offer is being made in connection with the previously announced agreement among Asahi Kasei, Asahi Kasei Holdings U.S., Inc (a wholly owned subsidiary of Asahi Kasei), Asclepius Subsidiary Corporation and ZOLL.

The tender offer is conditioned on the minimum tender of at least two-thirds of the outstanding shares of ZOLL on a fully diluted basis as well as the receipt of applicable regulatory clearances and other customary conditions. The transaction is not subject to a financing condition.

Following the completion of the tender offer, Asahi Kasei intends to implement a second-step merger pursuant to which all remaining shares of ZOLL common stock not tendered in the offer will be converted into the right to receive the same cash price per share as in the offer.

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 also be delisted from the NASDAQ stock exchange at that time, if not sooner.

Asahi Kasei has identified health care as a key growth sector and this acquisition represents an important milestone in achieving its 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 plans strategic investments to accelerate the realization of ZOLL's mission of leading the world in resuscitation technologies.

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