SonoSite Announces Commencement of $100 Million Common Stock Tender Offer
January 19 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 the commencement of its previously announced tender offer
to repurchase up to $100 million of the Company’s common stock for
cash through a modified “Dutch Auction” tender offer.
As previously announced, under the terms of the tender offer,
SonoSite shareholders 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
share closing price for our common stock on January 8, 2010, which
was the trading day immediately preceding the original announcement
of the proposed tender offer.
The tender offer will expire at 5:00 p.m., New York City time,
on Friday, February 19, 2010, unless extended by SonoSite. Tenders
of shares must be made on or prior to the expiration of the tender
offer and may be withdrawn at any time on or prior to the
expiration of the tender offer. The tender offer is subject to
various terms and conditions described in offer materials that were
publicly filed and distributed to shareholders today. Additional
copies of the offer materials will also be available from the
Information Agent, Georgeson Inc. The Dealer Manager for the tender
offer is J.P. Morgan Securities Inc.
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 tender offer or at which price or prices to
tender their shares. 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 or prices 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 will be distributed to
shareholders and filed with the Securities and Exchange Commission
shortly.
SONOSITE SHAREHOLDERS ARE URGED TO READ THE TENDER OFFER
STATEMENT (INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL
AND RELATED TENDER OFFER DOCUMENTS) AND ANY OTHER DOCUMENTS FILED
WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ON THE
TENDER OFFER.
Holders of common stock are able to obtain these documents, 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
tender offer, including the 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 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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