Toshiba completes initial cash offer for Vital Images
Toshiba has completed the initial cash tender for all outstanding shares of common stock of Vital Images and commenced a subsequent offering period that is scheduled to expire on June 15.
The initial tender offer period and withdrawal rights expired on June 8.
BNY Mellon Shareowner Services, the depositary for the tender offer, advised Toshiba that approximately 11.82 million shares of Vital's common stock were validly tendered and not properly withdrawn upon expiration of the initial tender offer period (including 557,935 shares subject to guaranteed delivery procedures).
The number of shares validly tendered and not properly withdrawn upon expiration of the initial tender offer period represents approximately 83.9 percent of Vital's outstanding common stock on a non-fully diluted basis, and approximately 72.4 percent of Vital's outstanding common stock on a fully diluted basis. Therefore, the minimum tender condition to the tender offer has been satisfied, Tustin, Calif.-based Toshiba stated.
Merger Sub has accepted for payment all shares that were validly tendered and not properly withdrawn in the initial tender offer and payment for such shares has been or will be made promptly in accordance with the terms of the tender offer.
On June 9, Toshiba and Merger Sub commenced a subsequent offering period for all remaining untendered shares of Vital's common stock. This subsequent offering period will expire on June 15.
Merger Sub will accept for payment all shares that are validly tendered during the subsequent offering period and the same offer price of $18.75 per share (in cash, net to the seller, without interest and subject to any required withholding taxes) will be paid for such shares promptly after they are received, in accordance with the terms of the tender offer.
The procedures for accepting the tender offer and tendering shares during the subsequent offering period are the same as those described for the tender offer in the offer to purchase, except that shares tendered during the subsequent offering period may not be withdrawn.
The initial tender offer period and withdrawal rights expired on June 8.
BNY Mellon Shareowner Services, the depositary for the tender offer, advised Toshiba that approximately 11.82 million shares of Vital's common stock were validly tendered and not properly withdrawn upon expiration of the initial tender offer period (including 557,935 shares subject to guaranteed delivery procedures).
The number of shares validly tendered and not properly withdrawn upon expiration of the initial tender offer period represents approximately 83.9 percent of Vital's outstanding common stock on a non-fully diluted basis, and approximately 72.4 percent of Vital's outstanding common stock on a fully diluted basis. Therefore, the minimum tender condition to the tender offer has been satisfied, Tustin, Calif.-based Toshiba stated.
Merger Sub has accepted for payment all shares that were validly tendered and not properly withdrawn in the initial tender offer and payment for such shares has been or will be made promptly in accordance with the terms of the tender offer.
On June 9, Toshiba and Merger Sub commenced a subsequent offering period for all remaining untendered shares of Vital's common stock. This subsequent offering period will expire on June 15.
Merger Sub will accept for payment all shares that are validly tendered during the subsequent offering period and the same offer price of $18.75 per share (in cash, net to the seller, without interest and subject to any required withholding taxes) will be paid for such shares promptly after they are received, in accordance with the terms of the tender offer.
The procedures for accepting the tender offer and tendering shares during the subsequent offering period are the same as those described for the tender offer in the offer to purchase, except that shares tendered during the subsequent offering period may not be withdrawn.