On December 15, 2011, Fujifilm and SonoSite entered into a definitive merger agreement. On January 17, 2012, Fujifilm commenced a tender offer for all outstanding shares of common stock of SonoSite for $54 per share, net to the seller in cash, without interest, less any applicable withholding taxes. On February 16, 2012, Fujifilm announced the successful completion of the tender offer, and that it had accepted for purchase all shares that were validly tendered and not properly withdrawn, which represented approximately 97.39% of SonoSite’s outstanding shares (including 2,093,508 shares subject to guarantees of delivery).
Following the completion of the guaranteed delivery procedures, in which certain shares were determined not to have been properly tendered, Fujifilm acquired 89.94% of SonoSite’s outstanding shares.