May 2, 2011 – Toshiba Medical Systems Corp. and Vital Images Inc. announced they have entered into a definitive merger agreement. Vital Images is a top medical imaging advanced visualization software company.
A subsidiary of Toshiba (Merger Sub) will acquire all of the outstanding shares of common stock of Vital for $18.75 per share, or approximately $273 million in the aggregate, through a cash tender offer followed by a merger. Under the terms of the agreement, which has been unanimously approved by each of Vital’s and Toshiba’s boards of directors, Vital’s shareholders will receive $18.75 in cash for each outstanding share of Vital common stock they own. This represents a 39 percent premium over the volume-weighted average Vital share price for the past 30 calendar days.
Under the terms of the agreement, it is anticipated that Merger Sub will commence a tender offer for all of the outstanding shares of Vital by May 11, 2011. It is expected that the transaction will close in the second or third quarter of 2011.
Toshiba had previously acquired the advanced visualization division of Barco. It is expected the merger will infuse Vital's software technology into Toshiba's numerous imaging modalities to enhance their capabilities.