Fujifilm to Acquire SonoSite for $995 Million

Fujifilm Holdings Corp. (Tokyo, Japan), a diversified technology company focused on healthcare, highly functional materials, and document solutions, reported that it has entered into a definitive agreement with SonoSite, Inc. (Bothell, WA, USA), a developer of bedside and point-of-care ultrasound technology, pursuant to which Fujifilm will acquire SonoSite for about USD 995 million. The transaction was unanimously approved by the boards of directors of both companies.

Fujifilm, through a US subsidiary, will make an all-cash tender offer to purchase all outstanding shares of SonoSite common stock for USD 54 per share in cash. SonoSite’s board of directors will recommend that SonoSite’s shareholders tender their shares to Fujifilm pursuant to the offer. Upon completion of the acquisition, SonoSite will become a wholly owned subsidiary of Fujifilm, and will continue operations in Bothell, WA, USA. SonoSite will continue to be managed by its current leadership team, who will play a key role in driving the group’s future growth in the medical equipment sector, a key strategic mainstay of Fujifilm.

SonoSite, a manufacturer of point-of-care ultrasound products (POCU), specializes in the development of ultraportable devices that are used in more than 20 clinical specialties. The company also recently expanded into the preclinical research market with its newly acquired ultrahigh frequency micro-ultrasound technology. SonoSite’s systems were designed to improve healthcare delivery and efficiency by enabling physicians to deliver safer and less expensive care in hospitals and elsewhere.

SonoSite’s products are designed for applications where ultrasound has not typically been used, such as emergency medicine, surgery, critical care, internal medicine, musculoskeletal, and vascular access procedures, as well as for imaging in traditional applications, such as radiology, cardiology, vascular medicine, and obstetrics and gynecology.

This transaction will bring together the corresponding strengths of Fujifilm’s high-quality imaging technologies and SonoSite’s innovative point-of-care expertise and miniaturization capabilities, increasing the business’ leadership within the growing POCU sector. Specifically, the combined entity will be well positioned to (1) develop and produce industry-leading and price-competitive products for both point-of-care and traditional diagnostic markets, utilizing Fujifilm and SonoSite’s innovative manufacturing technologies. (2) Drive the geographic expansion of POCU devices by deploying a worldwide sales infrastructure and distribution channels on a reciprocal basis. (3) Drive the development and commercialization of next-generation compact, easy-to-use, and high-quality medical imaging devices resulting from the combination of Fujifilm’s proprietary imaging and laser technology and SonoSite’s sophisticated application-specific integrated circuit (ASIC) technology, innovative high-frequency ultrasound and transducer technology, and its photoacoustic imaging technology.

Utilizing their existing and future product range, Fujifilm and SonoSite, according to company spokespersons, will be able to capture the significant growth opportunities arising from new application areas in point-of-care ultrasound diagnosis and treatment.

Commenting on the transaction, President and CEO of Fujifilm, Shigetaka Komori, said, “We are delighted to be joining forces with SonoSite. This transaction significantly accelerates Fujifilm’s full-scale entry into the fast-growing hand-carried ultrasound equipment market and will position ultrasonography as a strategic pillar for the future growth of our medical systems business.

Beginning with the sales of X-ray films in 1936, Fujifilm gradually developed its business in the medical field. Since the release of the world’s first FCR [Fujifilm computed radiography] digital X-ray diagnostic imaging system in 1983, the company has continuously pursued one central goal: providing easy-to-interpret, high-quality images at the medical frontline. We are confident that, together with SonoSite, we will further enhance our technological expertise to develop medical imaging devices that contribute to the improvement of medical diagnostics and care quality for patients worldwide.”

SonoSite’s president and CEO, Kevin Goodwin, said, “We are pleased that this transaction gives our shareholders the opportunity to realize full value for their SonoSite shares. We are also very excited to be partnering with Fujifilm as it will enable us to significantly accelerate our international business and product development efforts, and respond to the fast-evolving needs of physicians around the world. We believe that the performance, size, ease of use, and cost-effectiveness of our products will drive further growth in existing ultrasound markets, and are opening new markets as they bring ultrasound visualization out of the imaging lab and to the point-of-care, whether at the patient’s bedside or the physician’s examination table.”

Fujifilm has effectively transformed its business structure for growth by expanding from traditional photographic film to other priority business fields. Positioning the medical systems and life sciences business as one of its major growth areas, Fujifilm is seeking to cover “prevention, diagnosis, and treatment” comprehensively as a total healthcare company.

SonoSite develops bedside and point-of-care ultrasound and is an industry leader in ultra-high-frequency micro-ultrasound technology and impedance cardiography equipment. The company is represented by 14 subsidiaries and a global distribution network in over 100 countries.

Fujifilm Holdings Corp. is the holding company of the Fujifilm Group having three operating companies (Fujifilm Corp., Fuji Xerox Co., Ltd. and Toyama Chemical Co., Ltd.) under its umbrella. The group’s priority business fields are: medical/life sciences such as medical equipment, pharmaceuticals, functional skin care cosmetics and nutritional supplements; graphic arts such as printing materials and equipment; documents such as office equipment/printing; optical devices such as camera phone lens units; highly functional materials such as liquid crystal display (LCD) materials; digital imaging such as digital cameras, digital printing, and Photobook.

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