Exhibit 99.3
FUJIFILM Medical Systems Business and Acquisition Rationale FUJIFILM Holdings Corporation President and CEO Shigetaka Komori 2011 December 15th |
Priority Business Fields Our Business Growth Strategy Drive Growth in Priority Business Fields Accelerate Overseas Growth Realize significant growth potential in Medical systems and Life-Science fields Expand business in emerging markets Medical systems/ Life-Science Graphic Systems Priority Business Fields Optical Devices Digital Imaging Highly Functional Materials Document Solutions |
Medical Systems and Life Science Establishment 1934 1936 X-ray film wet dry 1971 Endoscopy 1981 Digital X-ray Diagnostic System (FCR) 1984 Clinical Chemistry System(Dri-Chem) 1989 IMAGER 1999 Medical Imaging and Information Management System (SYNAPSE) 2006 Radiopharmaceuticals 2006 Ultrasound System 2006 Skincare Products 2006 Functional Food 2007 Direct Conversion FPD 2008 Drug Development and Manufacturing 2010 Pharmaceutical Sales 2010 Regenerative Medicine Business areas Diagnosis Prevention Treatment |
Comprehensive Healthcare Business Prevention Functional foods Functional cosmetics Business Expansion Diagnosis X-ray imaging (FCR / Films) Endoscopes Radio diagnostic medicine Blood analysis systems Business Expansion Treatment Medical pharmaceuticals Toyama chemicals Co., Ltd. Radio pharmaceuticals FUJIFILM RI Pharma Co., Ltd. Biotechnology-based medicine Biotechnology antibody-based therapeutics and diagnostics Perseus Proteomics Inc. Regenerative medicine (alliance / 41% stake) Japan Tissue Engineering Co., Ltd. Pharmaceuticals and intermediates FUJIFILM Finechemicals Co., Ltd. R and D and sale of medicinal chemicals FUJIFILM Pharma Co., Ltd |
Medical Systems Business Division Clinic C@RNA IT Network Diagnostic Systems Integrating the Healthcare Enterprise (IHE) Integration of Medical Images Integrated Medical Image System SYNAPSE SCOPE SYNAPSE VINCENT PACS SYNAPSE SYNAPSE CardioVascular nexus sif FCR DR Mammography X-ray Diagnostic Radiology Dep't Radiopharmaceuticals Nuclear Medicine Ultrasonograph Cardiovascular Dept Transnazal Endoscope Capsule Endoscope Endoscopic Diagnosis Physical Testing Dept District Core Hospital FUJI XEROX Integrated Management Solution for Medical Records (DACS) |
Ultrasound Market .. Increasing need for .. Non-invasive solutions .. Compact equipment / less facility expenditure .. Highly versatile devices \450 billion \50 billion 2009 \530 billion \85 billion 2014(estimated) Further growth Hand-carried ultrasound market CAGR 10%+ Source:InMedica The World Market for Ultrasound Imaging Equipment |
Acquisition of SonoSite, Inc., a world leader in point-of-care ultrasound products FUJIFILM Corporation Director, Senior Vice President General Manager, Medical Systems Business Division Kouichi Tamai 2011 December 15th |
Global Ultrasound Equipment Market WW share in all US market (2009) SonoSite, 4.2% Mindray, 3.1% others, 5.8% Growth Rate 3.3%/year Esaote, 5.4% Medison (Samsung), 5.9% Siemens, 9.7% GE, 23.2% Phillips, 20.7% Toshiba, 10.8% Hitach ALOKA, 11.2% WW share in hand-carried US market (2009) Growth Rate 10.7%/year Siemens, 1.9% others, 2.2% Terason, 3.0% Mindray, 4.9% GE, 51.0% SonoSite, 37.0% WW Share:NO.2 Mainly for Point of Care* (Medical Treatment) Mainly for Diagnosis (Medical examination) *Point of Care (POC) Medical practitioners making judgment on treatment policy and administering the treatment on site. Source:InMedica The World Market for Ultrasound Imaging Equipment |
About SonoSite, Inc. Company Name: SonoSite, Inc. Establishment: April 6th, 1998 WW headquarters: Bothell, Washington, USA President and CEO: Kevin Goodwin Revenue(2010): $275 million Operating Income(2010): $27 million Number of Employees: 878 (as of end of 2010) Global Network: USA, Japan, Canada, Australia, France, Italy, Spain, UK, India |
Key Strengths Large market share in hand-carried ultrasound equipment Strong product development capabilities that address real needs of customers Pioneer in POC-market and 2nd largest in hand-carried ultrasound equipment Pioneer in miniaturization and ruggedization technologies ASIC design technology, necessary for reduction in size and weight Low-cost and stable production technology Innovative manufacturing technology of transducers and a simple unified platform to achieve stable production at low cost Technologies for the future Photoacoustics Imaging for next generation diagnostic solutions Ultra High Frequency transducers for high image resolution |
Revenue Growth CAGR 24% (00-10) US$ millions 400 350 300 250 200 150 100 50 0 1998 1.0 1999 10.3 2000 32.0 2001 45.7 2002 73.0 2003 84.8 2004 115.8 2005 147.5 2006 171.1 2007 205.1 2008 243.5 2009 227.4 2010 275.0 |
Anticipated Synergies 1 R & D Combination of SonoSites ASIC design technology, cutting-edge high frequency transducers and Photoacoustics Imaging technology and Fujifilms imaging and laser technology will see products benefit from compact size and improved image quality. 2 Production Incorporating a unified low-cost platform based on SonoSites innovative manufacturing technology into products for diagnostic and POC markets will deliver price-competitive products from both companies. 3 Marketing Mutually utilizing each others sales operation bases and agency networks worldwide will drive geographic expansion. |
Outline of the Acquisition Method: ------- FUJIFILM, through a U.S. subsidiary, will commence a tender offer for all outstanding Sonosites common shares, which are quoted on U.S. NASDAQ. FUJIFILM US holding companys subsidiary will purchase all the shares tendered into the offer, and will acquire all remaining shares through a second-step merger. Offer Price: ------------ US$54.00 per share 75.4% premium over the closing price on November 2, 2011 the last trading day before sale-related news reports. 44.2% premium over SonoSites average stock price over the three months ended December 14, 2011. Total acquisition value around US$995million (around 76.6 billion Yen), including amounts payable in connections with SonoSites convertible debt. Offer Period: ------------- The public tender offer is to be launched within 20 business days from the conclusion date of the merger agreement (December 15th 2011, US time), and will remain open for a period of 21 business days. (Tender period may be extended.) Note: ----- This transaction was unanimously approved by the Boards of Directors of both companies. |
FUJIFILM Cautionary Statement Regarding Forward-Looking Statements This presentation contains forward-looking statements that reflect Fujifilm Holdings plans and expectations. These forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause Fujifilm Holdings and SonoSite, Inc.s actual results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by these forward-looking statements. These forward-looking statements may be identified by words such as believes, expects, anticipates, projects, intends, should, seeks, estimates, future or similar expressions or by discussion of, among other things, strategy, goals, plans or intentions. Actual results may differ materially in the future from those reflected in forward-looking statements contained in this document, due to various factors including but not limited to: failure to obtain sufficient shares in the tender offer to meet the minimum condition; inability to obtain some or all necessary regulatory approvals or to fulfill any other condition to the closing of the Tender Offer or the Merger; changes in laws or accounting standards, or other changes in the business environment relevant to the parties; challenges in executing our business strategies; the effects of financial instability or other changes in general economic or industry conditions; and other risks to consummation of the Tender Offer or the Merger. Note to Investors The tender offer to purchase shares of SonoSite common stock referenced in this press release has not yet commenced, and this press release is neither an offer to purchase, nor a solicitation of an offer to sell, any securities. The tender offer to purchase shares of SonoSite common stock will be made only pursuant to a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer (the Tender Offer Statement), which Fujifilm will file with the SEC and mail to SonoSite stockholders. At the time the tender offer is commenced, Security holders of SonoSite are advised to read the Tender Offer Statement when it becomes available, because it will contain important information about the tender offer. Investors and security holders of SonoSite also are advised that they may obtain free copies of the Tender Offer Statement and other documents filed by Fujifilm with the SEC (when these documents become available) on the SEC's website at http://www.sec.gov. In addition, free copies of the Tender Offer Statement and related materials may be obtained (when these documents become available) from Fujifilm Holdings website at http://www.fujifilmholdings.com/en/investors/index.html. |