ZOLL shares jumped 23.5% to $92.74 in morning trading today, after the Chelmsford, Mass.-based resuscitation device maker said it reached an agreement to merge with Asahi.
Asahi, through a U.S. subsidiary, offered $93 apiece for all outstanding shares of Zoll, a 29.6% premium on the stock’s 30-day volume-weighted average. ZOLL shares will be delisted from the NASDAQ stock exchange when the offer closes.
The tender offer should commence within 10 business days and will remain open for a minimum of 20 business days after that. The boards of directors for both companies have already approved the deal; Zoll’s board is encouraging stockholders to accept the offer, according to a press release.
Once the initial offer is tendered, Asahi plans to launch a 2nd-step merger to buy up the remaining shares at the same price. Zoll will become a wholly owned Asahi subsidiary, with its management team, business units and operations intact, according to the release.
"We believe that Asahi Kasei will provide the right kind of support to help launch Zoll’s next phase of growth, and we are excited to be working together with Asahi Kasei," Zoll CEO Richard Packer said in prepared remarks. "We expect all parts of Zoll to continue to thrive as part of Asahi Kasei."
Asahi, which has had exclusive right since July 2011 to distribute Zoll’s AED Plus automated external defibrillator in Japan, will further invest in Zoll’s resuscitation technologies as part of its "Health Care for Tomorrow" initiative.
Asahi is a diversified chemical manufacturer with businesses in health care, chemical and fibers, electronics, and homes and construction materials. Within health care, the company has units in pharmaceuticals, medical devices, and bioprocess products, according to the release. The deal is expected to close during the 2nd quarter.
Representatives at Zoll did not immediately return requests for comment.