Fenwick & West Represents SonoSite in its $995M Acquisition by Fujifilm Holdings

By: Stephen M. Graham, Alan C. Smith, Douglas N. Cogen, Michael A. Brown, Thomas Kang, Claire O'Callaghan, Scott P. Spector, Gerald Audant, Mark S. Ostrau, Julia Ushakova-Stein

Fenwick & West LLP represented SonoSite, Inc. (NASDAQ: SONO) in its definitive agreement to be acquired by FUJIFILM Holdings Corporation (TSE: 4901), pursuant to which Fujifilm will acquire SonoSite for approximately $995 million. The transaction was unanimously approved by the Boards of Directors of both companies.

Fujifilm, through a U.S. subsidiary, will make an all-cash tender offer to purchase all outstanding shares of SonoSite common stock for $54 per share in cash. The transaction is conditioned on the tender of a majority of the outstanding shares of SonoSite and satisfaction of customary closing conditions and regulatory approvals. Following the completion of the tender offer, Fujifilm intends to acquire the remaining outstanding shares of SonoSite common stock through a second-step merger. Upon completion of the acquisition, SonoSite will become a wholly owned subsidiary of Fujifilm, and will continue operations in Bothell, WA. 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 pillar of Fujifilm.

The Fenwick transaction team for SonoSite was led by corporate partner and Co-Chair of the firm’s Life Sciences Group Stephen Graham, and also included corporate attorneys Alan Smith,Doug Cogen, Jessie Minier, Michael Brown,Matthew Karwoski,Anna Penar, and Thomas Kang; technology transactions attorneys Lisa Kenkel,Lance Stern,Claire O'Callaghan, Ranjit Narayanan and Michael Riskin; executive compensation and employee benefits attorneys Scott Spector,Gerald Audant, and Grace Chen; antitrust attorney Mark Ostrau; and tax attorneys Michael Solomon and Jay Cosel.

Fenwick previously represented SonoSite in its acquisitions of VisualSonics in 2010 and CardioDynamics International Corporation in 2009..

About Fenwick & West

Fenwick & West provides comprehensive legal services to technology and life sciences clients of national and international prominence. The firm is recognized among the leading U.S. law firms for technology startups and was named “Law Firm of the Year” for the Internet and eCommerce industry by InterContinental Finance Magazine. Fenwick is ranked by Mergermarket as one of the top 5 M&A legal advisors in North America for technology deals, by Bloomberg and Thomson Reuters as one of the top 10 M&A legal advisors in the U.S., and by FactSet and Thomson Reuters as one of the Top 25 M&A legal advisors worldwide.

Press Contact:

Stephen Graham
Fenwick & West LLP
Phone: 206.389.4520


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