SonoSite/FUJIFILM Holdings

On December 15, 2011, FUJIFILM Holdings Corp. entered into a definitive agreement with SonoSite, Inc. (Nasdaq: SONO) pursuant to which Fujifilm will acquire SonoSite for approximately $995 million (which includes amounts payable in connection with its convertible debt).

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 remains subject to the satisfaction of customary closing conditions, including expiration of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and necessary foreign jurisdictions. Following the completion of the tender offer, Fujifilm intends to acquire the remaining outstanding shares of SonoSite common stock through a second-step merger.

Barclays Capital is acting as financial advisor to Fujifilm and Shearman & Sterling LLP is acting as legal counsel. J.P. Morgan Securities LLC and GCA Savvian Advisors, LLC are acting as exclusive financial advisors to SonoSite and Fenwick & West LLP is acting as legal counsel.

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