Investigation Overview
San Diego, March 12, 2012 (Shareholders Foundation) -- The announcement by Asahi Kasei Corporation that it intends to acquire with ZOLL Medical Corporation for $23 per NASDAQ:ZOLL shares caused an investigation for investors in ZOLL Medical Corporation (NASDAQ:ZOLL) shares concerning whether the offer to acquire ZOLL Medical Corporation and the buyout process are unfair to investors in NASDAQ:ZOLL shares.
The investigations by law firms concern whether ZOLL Medical Corp., certain officers and directors, and/or others breached their fiduciary duties owed to ZOLL Medical Corporation (NASDAQ:ZOLL) investors in connection with the proposed acquisition.
On Monday, March 12, 2012, ZOLL Medical Corporation (NASDAQ GS: ZOLL) and Asahi Kasei Corporation (TSE1: 3407), announced that Asahi Kasei Corporation has entered into a merger agreement with ZOLL Medical Corporation, pursuant to which Asahi Kasei Corporation will acquire ZOLL Medical Corporation for approximately $2.21 billion.
Under the terms of the proposed transaction Asahi Kasei Corporation, through a U.S. subsidiary, will make a cash tender offer to purchase all of the outstanding shares of ZOLL Medical Corporation common stock for $93 per share.
Zoll Medical Corporation said the $93offer represents a premium of 29.6% over ZOLL Medicals volume weighted average closing stock price over the 30 trading day period ended March 9, 2012, and a 23.8% premium over the closing price on March 9, 2012.
Following the takeover news shares of ZOLL Medical Corporation (NASDAQ:ZOLL) jumped from $74.98 on Friday to $92.86 on Monday.
However, at least one analyst has set the high target price for NASDAQ:ZOLL stocks at $100 per share. Furthermore, ZOLL Medicals performance increased over the past years. Its Total Revenue rose from $385.19million for a 52weeks period ending on Sept. 27, 2009 to $523.71million for a 52weeks period ending on Oct. 2, 2011. and its Net Income over the same time periods increased from $9.56million to $31.29million.
Therefore the investigation for NASDAQ:ZOLL investors concerns whether the ZOLL Medical Board of Directors undertook an adequate sales process and in particular breached their fiduciary duties to ZOLL Medical Corporation (NASDAQ:ZOLL) shareholders by failing to adequately shop the Company before entering into this transaction.