Toshiba to Acquire Vital Images

April 27, 2011—Toshiba Medical Systems Corporation (Tokyo, Japan) and Vital Images, Inc. (Minneapolis, MN) announced that they have entered into a definitive agreement in which a subsidiary of Toshiba will acquire all of the outstanding shares of common stock of Vital Images through a cash tender offer followed by a merger.

Toshiba Medical Systems is a provider of diagnostic imaging systems and comprehensive medical solutions, such as computed tomography, x-ray, vascular, ultrasound, nuclear medicine, and magnetic resonance imaging systems, as well as information systems for medical institutions. Vital Images is a provider of advanced visualization and analysis software for physicians and health care specialists. The company's software provides users productivity and communication tools to improve patient care, which can be accessed throughout via the Web.

According to the companies, Toshiba has been Vital Images' largest customer for the past decade, as well as a strategic development partner. The combination with Toshiba will enhance Vital Images' multimodality platform that it has been marketing to hospitals in the United States and international markets.

At $18.75 per share of Vital Images, the acquisition is valued at approximately $273 million. The tender offer is expected to commence by May 11, 2011. Conditions of closing of the agreement include the tender of at least a majority of the outstanding Vital Images shares, required regulatory approvals, and other customary closing conditions. It is expected that the transaction will close in the second or third quarter of 2011, the companies stated.