SonoSite Announces Planned Tender Offer to Repurchase $100 Million of Common Stock
January 11 2010 - 6:30AM
Business Wire
SonoSite, Inc. (NASDAQ:SONO), the world leader and
specialist in hand-carried ultrasound for the point-of-care, today
announced that its Board of Directors has authorized SonoSite to
repurchase up to $150 million of the Company’s common stock or
outstanding convertible notes for cash. In connection with the
repurchase authorization, the company will purchase up to $100
million of the Company’s common stock through a modified “Dutch
Auction” tender offer. SonoSite intends to commence the tender
offer during the week of January 18, 2010.
Under the terms of the proposed tender offer, SonoSite
shareholders will have the opportunity to tender some or all of
their shares at a price within the range of $26.10 to $30.00 per
share. Based on the number of shares tendered and the prices
specified by the tendering shareholders, SonoSite will determine
the lowest per-share price within the range that will enable it to
buy $100 million in shares, or such lesser number of shares that
are properly tendered. All shares accepted for payment will be paid
the same price, regardless of whether a shareholder tendered such
shares at a lower price within the range. At the minimum price of
$26.10 per share, SonoSite would repurchase a maximum of 3,831,417
shares, which represents approximately 22% of SonoSite’s currently
outstanding common stock. SonoSite will fund the repurchase from
available cash on hand. The low and high ends of the price range
represent approximately a 0% and 15% premium, respectively, to the
most recent share closing price of $26.10 per share. Based on the
January 8, 2010, closing price, the share price has increased 10%
year-to-date.
The tender offer will be subject to various terms and conditions
as will be described in offer materials that will be publicly filed
and distributed to shareholders at the time of commencement of the
tender offer during the week of January 18, 2010. Additional copies
of the offer materials will also be available from the Information
Agent, Georgeson Inc. The Dealer-Manager for the tender offer will
be J.P. Morgan Securities Inc.
Kevin M. Goodwin, the Company’s President and Chief Executive
Officer, said, “After evaluating various opportunities for two
years, we concluded that the best investment of our cash was in our
own stock. Moreover, we believe that the tender offer will benefit
stockholders by providing an efficient mechanism for those who
desire liquidity at a premium over current trading prices and, for
our remaining stockholders, an enhanced ability to participate in
the long-term earnings potential of our business.”
Neither SonoSite’s management, nor any of its board of
directors, executive officers, the dealer manager, the information
agent or the depositary is making any recommendation to
shareholders as to whether to tender or refrain from tendering
their shares in the proposed tender offer. The company’s executive
officers, senior management and directors have advised the company
that they do not intend to tender any of their shares in the tender
offer. Shareholders must decide how many shares they will tender,
if any, and the price within the stated range at which they will
tender their shares. Shareholders should consult their financial
and tax advisors in making this decision.
This press release is for information purposes only, and is not
an offer to purchase or the solicitation of an offer to sell any
shares of SonoSite common stock. The solicitation of offers to
purchase shares of SonoSite common stock will be made only pursuant
to the tender offer documents, including an Offer to Purchase and
related Letter of Transmittal that SonoSite intends to distribute
to shareholders and file with the Securities and Exchange
Commission during the week of January 18, 2010.
SONOSITE SHAREHOLDERS ARE URGED TO READ THE TENDER OFFER
STATEMENT (INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL
AND RELATED TENDER OFFER DOCUMENTS) WHEN IT BECOMES AVAILABLE AND
ANY OTHER DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ON THE TENDER OFFER.
Holders of common stock will be able to obtain these documents
as they become available free of charge at the SEC’s website at
www.sec.gov, or at the SEC’s public reference room located at 100 F
Street, N.E., Washington, DC, 20549. Please call the SEC at
1-800-SEC-0330 for further information about the public reference
room. In addition, holders of common stock will also be able to
request copies of the Tender Offer Statement, the Offer to
Purchase, related Letter of Transmittal and other filed tender
offer documents free of charge by contacting Georgeson Inc., the
Information Agent for the Offer, by telephone at 800-509-0976
(toll-free), or in writing to 199 Water Street, 26th Floor, New
York, New York, 10038-3560.
About SonoSite
SonoSite, Inc. (www.sonosite.com), is the innovator and world
leader in hand-carried ultrasound. Headquartered near Seattle, the
company is represented by ten subsidiaries and a global
distribution network in over 100 countries. SonoSite’s small,
lightweight systems are expanding the use of ultrasound across the
clinical spectrum by cost-effectively bringing high-performance
ultrasound to the point of patient care.
Forward-looking Information
and the Private Litigation Reform Act of 1995
Certain statements in this press release relating to SonoSite’s
proposed tender offer, including the anticipated commencement date
of the offer, the expected number of shares SonoSite expects to
repurchase in the offer, the price range within which it will
repurchase such shares and the expected expiration date of the
offer, are “forward-looking statements” for the purposes of the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. These forward-looking statements are based on the
opinions and estimates of our management at the time the statements
are made and are subject to risks and uncertainties that could
cause actual results to differ materially from those expected or
implied by the forward-looking statements. These statements are not
guaranties of future performance, are based on potentially
inaccurate assumptions and are subject to known and unknown risks
and uncertainties, including, without limitation, the risk of
delays in effecting the tender, the risk of a significant change in
the price of SonoSite common stock, the risk of unanticipated cash
requirements or prolonged adverse conditions in the U.S. or world
economies or SonoSite’s industry and the other factors contained in
Item 1A. “Risk Factors” section of SonoSite’s most recent Annual
Report on Form 10-K filed with the Securities and Exchange
Commission. SonoSite cautions readers not to place undue reliance
upon these forward-looking statements that speak only as to the
date of this release. SonoSite undertakes no obligation to publicly
revise any forward-looking statements to reflect new information,
events or circumstances after the date of this release or to
reflect the occurrence of unanticipated events.
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