SONOSITE INC

election_required = True...res directly to the depositary would not only avoid the payment of brokerage commissions, but also would avoid any applicable odd lot discounts in a sale of the holder’s shares. Any odd lot holder wishing to tender all shares held pursuant to the Offer should complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the notice of guaranteed delivery. 2. Purpose of the Offer; Certain Effects of the Offer; Other Plans or Proposals. Purpose of the Offer Our board of directors has decided to conduct a “modified Dutch auction” tender offer at a price range of $26.10 to $30.00 for the shares after reviewing a variety of alternatives...

expiry = 2010-02-19..., UP TO A MAXIMUM OF 3,831,417 SHARES AT A PER SHARE PURCHASE PRICE NOT LESS THAN $26.10 PER SHARE NOR GREATER THAN $30.00 PER SHARE THE OFFER, PRORATION PERIOD AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 5:00 P.M., NEW YORK TIME, ON FEBRUARY 19, 2010, UNLESS THE OFFER IS EXTENDED. WE MAY EXTEND THE OFFER PERIOD AT ANY TIME. SonoSite, Inc. is: • Offering to purchase up to 3,831,417 shares of our common stock in a tender offer (the “Offer”), or such lesser number of shares as are properl...

listed = True...1 and the considerations for conditional tenders described in Section 6) from all shareholders who properly tendered shares at or below the selected price, with appropriate adjustments to avoid purchases of fractional shares. Our common stock: • Is listed and traded on the NASDAQ Global Market (“NASDAQ”) under the symbol “SONO,” • Had a closing price of $26.10 on January 8, 2010, the last full trading day before we announced the Offer and had a closing price of $28.16 per share on January 15, 2010, the last full trading day before we commenced the Offer. We urge you to obtain current market quotations for the shares. The Offer is not c...

mechanism = DUTCH...such lesser number of shares as are properly tendered and not properly withdrawn. See Section 1. What will be the purchase price? • The price range for the Offer is $26.10 to $30.00 per share. We are conducting the Offer through a procedure commonly called a “modified Dutch auction.” This procedure allows you to choose a price (in increments of $0.10 per share) within this price range at which you are willing to sell your shares. The purchase price will be the lowest price at which, based on the number of shares tendered and the prices specified by the tendering shareholders, we can purchase shares having an aggreg...

must_tender_all = True...shares conditionally tendered at or below the purchase price for which the condition was not initially satisfied, to the extent feasible, by random lot (to be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares). See Section 1. If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration? No. If you properly tender, and do not properly withdraw, your shares according to the procedures specified for holders of “odd lots,” we will purchase all of your shares without subjecting them to the proration procedure, subje...

price = USD 26.1-30.0...s outstanding common stock (the “Offer”) or such lesser number of shares as are properly tendered and not properly withdrawn. See Section 1. What will be the purchase price? • The price range for the Offer is $26.10 to $30.00 per share. We are conducting the Offer through a procedure commonly called a “modified Dutch auction.” This procedure allows you to choose a price (in increments of $0.10 per share) within this price range at which you...

threshold = 100...cable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares. Odd Lots. The term “odd lots” means all shares tendered at prices at or below the purchase price by a shareholder who owns beneficially or of record a total of fewer than 100 shares (such shareholder, an “odd lot holder”) and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for the priority preference for odd lots, an odd lot holder must tender all shares owned in accordance with the procedures described in Section 3, “Procedures...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 dex99a1a.htm OFFER TO PURCHASE Offer to Purchase Table of Contents Exhibit (a)(1)(A) SONOSITE, INC. OFFER TO PURCHASE FOR CASH SHARES OF ITS COMMON STOCK FOR AN AGGREGATE PURCHASE PRICE OF $100 MILLION, UP TO A MAXIMUM OF 3,831,417 SHARES AT A PER SHARE PURCHASE PRICE NOT LESS THAN $26.10 PER SHARE NOR GREATER THAN $30.00 PER SHARE THE OFFER, PRORATION PERIOD AND YOUR...