Simpson Thacher is representing Japan’s Toshiba Medical Systems Corporation in connection with its acquisition of Vital Images, Inc. in a transaction valued at approximately $273 million. Vital Images, Inc. is a U.S.-based provider of advanced visualization and analysis software for physicians and healthcare specialists. Toshiba Medical Systems Corporation specializes in medical diagnostic imaging systems and is an independent group company of Toshiba Corporation. This is the first acquisition of a U.S. public company by a Toshiba entity.

 

Pursuant to the terms of the merger agreement, a subsidiary of Toshiba Medical Systems Corporation will acquire all of the issued and outstanding shares of common stock of Vital Images, Inc. through a cash tender offer followed by a merger.  Completion of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals.

 

The Simpson Thacher team includes Robert Spatt, Mark Pflug, Kevin Lehpamer, Sayo Kondo, Fabrizio Scaparro, Kurt Ma and Leslie Oguchi in New York and David Sneider in Tokyo (M&A); Tristan Brown, Jamin Koslowe and Craig Katerberg (Executive Compensation and Employee Benefits); Katie Gardner (IP); Rob Holo and Seojung Park (Tax); Scott Dyer and Julie Levy (Labor); Peter Thomas, Brijesh Dave and Gabe Rottman (CFIUS); Pete Kazanoff and Sara Ricciardi (Litigation) and Arman Oruc, Michael Naughton and David Shogren (Antitrust).  Gian Caprez, a former international associate who has returned to his home firm, provided valuable assistance.