This Amendment No. 5 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed with the Securities and Exchange Commission (the “SEC”) on January 17, 2012 by FUJIFILM Holdings Corporation, a corporation organized under the laws of Japan (“Parent”), and by Salmon Acquisition Corporation, a Delaware corporation (“Purchaser”) and an indirect wholly-owned subsidiary of Parent. This Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of Common Stock, par value $0.01 per share (the “Shares”), of SonoSite, Inc., a Washington corporation (the “Company”), at a purchase price of $54.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 17, 2012 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the “Offer”).
The information set forth in the Offer to Purchase, including all schedules thereto, and the related Letter of Transmittal is incorporated herein by reference with respect to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent provided herein. Capitalized terms used and not defined herein shall have the meanings set forth in the Offer to Purchase.
Documentation relating to the Offer has been mailed to the Company’s stockholders and may be obtained free of charge at the SEC’s website at www.sec.gov, and may also be obtained at no charge by directing a request by mail to the information agent for the Offer, Innisfree M&A Incorporated, at 501 Madison Avenue, 20th Floor, New York, NY 10022, or by calling toll-free at (877) 717-3930 or collect at (212) 750-5833 for banks and brokers.
Item 11. | Additional Information |
Item 11 of the Schedule TO is amended and supplemented by adding the following:
“The initial period of the Offer expired at 5:00 P.M., New York City time, on Wednesday, February 15, 2012. According to the Depositary, as of the expiration of the initial offering period, a total of 13,748,129 Shares, representing approximately 97.39 percent of the outstanding Shares, were validly tendered and not withdrawn prior to the expiration of the Offer. Purchaser has accepted all such Shares for payment in accordance with the terms of the Offer, including 2,093,508 of such Shares that were tendered pursuant to the Offer’s guaranteed delivery procedure.
Parent expects to effect a merger of Purchaser with and into the Company through a long-form merger as provided under the Agreement. Following the acquisition, the Company will become an indirect wholly-owned subsidiary of Parent. In the merger, each of the remaining Shares (other than Shares owned by Purchaser, Parent or the Company, or any direct or indirect wholly-owned subsidiary of Purchaser, Parent or the Company, and other than Shares held by shareholders who shall have demanded and perfected dissenters’ rights under Washington law) will be converted into the right to receive the same $54.00 net per Share in cash that was paid pursuant to the Offer, without interest thereon and subject to any applicable withholding and transfer taxes. The Company’s common stock will cease to be traded on the NASDAQ Global Select Market (the “NASDAQ”) following the merger, unless NASDAQ delists the Company’s common stock sooner because there are insufficient remaining shareholders and publicly-held shares following the closing of the Offer.
On February 16, 2012, Parent issued a press release announcing that Purchaser has accepted for payment all Shares that were validly tendered and not withdrawn during the initial offering period of the Offer. The full text of such press release is attached as Exhibit (a)(13) to the Schedule TO and is incorporated herein by reference.
On February 16, 2012, Parent also filed a Japanese-language press release with the Tokyo Stock Exchange. The English translation of such press release is attached as Exhibit (a)(14) to the Schedule TO and is incorporated herein by reference.”
Item 12 of the Schedule TO is amended and supplemented by adding the following:
(a)(13) Press release issued by Parent on February 16, 2012.
(a)(14) English translation of the press release filed by Parent with the Tokyo Stock Exchange on February 16, 2012.