Earlier this month, Goodwin Procter client ZOLL Medical announced that it entered into a definitive merger agreement with Asahi Kasei, under which Asahi will acquire ZOLL for approximately $2.21 billion. ZOLL is a manufacturer of resuscitation and critical care device and related software solutions. Asahi Kasei is Japan’s leading diversified chemical manufacturer with businesses in the healthcare, chemicals and fibers, homes and construction materials and electronics sectors.
Under the terms of the deal, Asahi Kasei will make a cash tender offer to purchase all of the outstanding shares of ZOLL’s common stock for $93 a share, a 24% premium on the closing price from the previous trading day.
In a statement, Asahi Kasei said the acquisition extends the development of its “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.
Raymond Zemlin, the lead Goodwin partner for ZOLL, noted that “ZOLL is a classic GP-client success story. We organized ZOLL in 1980 and have represented it ever since. Our work has ranged from early VC financings to its IPO in 1992 to follow-on public offerings and numerous acquisitions. We congratulate the ZOLL team for all they have accomplished and look forward to continuing to work with ZOLL going forward as it serves as the foundation for future expansion of Asahi Kasei’s critical care business.”
In addition to Zemlin, the Goodwin deal team included partners James Matarese and Andrew Goodman.