Toshiba Medical Systems to Acquire Vital Images

Toshiba Medical Systems Corporation (TMSC; Otawara Tochigi Japan) and Vital Images (Minneapolis, MN, USA) have announced a definitive agreement pursuant to which a subsidiary of TMSC will acquire all of the outstanding shares of common stock of Vital Images for approximately US$273 million in the aggregate, through a cash tender offer followed by a merger.

Vital Images is a leading provider of advanced visualization and analysis software for physicians and healthcare specialists, providing platforms that offer users productivity and communication tools to improve patient care that can be accessed throughout the enterprise via the internet. The merger will aid TMSC to expand its presence in medical diagnostic imaging systems and comprehensive medical solutions, such as computerized tomography (CT), X-ray and vascular angiography, ultrasound, nuclear medicine, and magnetic resonance imaging (MRI) systems, as well as information systems for medical institutions.

"We have enormous respect for Vital's products, pipeline and people, and look forward to working with their highly skilled team to enhance clinical value for patients throughout the world," said Satoshi Tsunakawa, CEO of TMSC. "This transaction will allow TMSC to significantly strengthen its imaging solutions business by integrating our technologies to meet the global demand for advanced visualization and imaging informatics provided to healthcare professionals and through healthcare IT providers."

"TMSC has been our largest customer for a decade, as well as a strategic development partner," said Michael Carrel, CEO of Vital Images. "We will combine forces to enhance the multimodality platform we have been marketing to hospitals in the US and overseas. This transaction means we can now accelerate our global presence with the strength and backing of TMSC."

The closing of the tender offer is conditioned on, among other things, the transfer of at least a majority of the outstanding shares of Vital Image's common stock on a fully diluted basis, required regulatory approvals, and other customary closing conditions. It is expected that the transaction will close in the second or third quarter of 2011.

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Toshiba Medical Systems Corporation
Vital Images