SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
Thermo Sentron Inc.
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(Name of Subject Company)
Thermo Sentron Inc.
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(Name of Person(s) Filing Statement)
Common Stock, $.01 par value
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(Title of Class of Securities)
883593 10 5
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(CUSIP Number of Class of Securities)
Seth H. Hoogasian, Esq.
c/o Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02454-9046
(781) 622-1000
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(Name, Address, and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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Investor Contact: 781-622-1111
Media Contact: 781-622-1252
Thermo Sentron Announces Cash
Tender Offer by Thermedics
MINNEAPOLIS, Minn., January 31, 2000 - Thermo Sentron Inc. (ASE-TSR), a Thermo
Electron company (NYSE-TMO), announced today that its parent company, Thermedics
Inc. (ASE-TMD), will make a cash tender offer for any and all of the outstanding
shares of Thermo Sentron common stock at $15.50 per share. This action is part
of a major reorganization plan under which Thermo Electron will spin in, spin
off, and sell various businesses to focus solely on its core measurement and
detection instruments business.
Thermedics currently owns approximately 74.2 percent of the outstanding
shares of Thermo Sentron common stock. Thermedics will condition the tender
offer on receiving acceptances from holders of enough shares so that, when
combined with its current share ownership, Thermedics' ownership reaches at
least 90 percent. If Thermedics achieves this 90-percent-ownership threshold, it
will acquire all remaining outstanding shares of Thermo Sentron common stock
through a "short-form" merger in Delaware. Shareholders who do not tender shares
to Thermedics during the tender offer would also receive $15.50 per share in
cash for their stock in the short-form merger.
Thermo Electron, which owns approximately 12.4 percent of the
outstanding shares of Thermo Sentron common stock, will tender its shares to
Thermedics in the tender offer.
The tender offer and proposed subsequent short-form merger require
Securities and Exchange Commission clearance of necessary filings; a short-form
merger would not require Thermo Sentron board or shareholder approval.
The Thermedics board of directors has approved pursuing this proposed
tender offer and short-form merger in lieu of continuing negotiations over a
merger price with the Thermo Sentron special committee of its board of
directors.
Thermedics plans to conduct the tender offer during the second quarter
of 2000. If Thermedics successfully obtains ownership of at least 90 percent of
the outstanding Thermo Sentron shares, it expects to complete the spin-in by the
end of the second quarter of 2000.
Thermo Sentron Inc. develops, manufactures, and markets high-speed
precision-weighing and inspection equipment for packaging lines in the food,
pharmaceutical, mail order, and other industries, as well as for industries
using bulk materials. The company's products for the packaged-goods market
include checkweighers and metal detectors. More information is available on the
Internet at http://www.thermo.com/subsid/tsr1.html.
OTHER IMPORTANT INFORMATION:
THE TENDER OFFER THAT IS DESCRIBED IN THIS ANNOUNCEMENT HAS NOT YET COMMENCED.
ONCE THE TENDER OFFER COMMENCES, WE WILL FILE A SOLICITATION/RECOMMENDATION
STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. YOU SHOULD READ THIS
DOCUMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
-more-
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INFORMATION ABOUT THE TENDER OFFER. YOU CAN OBTAIN THE
SOLICITATION/RECOMMENDATION STATEMENT AND OTHER DOCUMENTS THAT WILL BE FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION FOR FREE WHEN THEY ARE AVAILABLE ON
THE SECURITIES AND EXCHANGE COMMISSION'S WEB SITE AT http://www.sec.gov. ALSO,
IF YOU WRITE US OR CALL US, WE WILL SEND YOU THE SOLICITATION/RECOMMENDATION
STATEMENT FOR FREE WHEN IT IS AVAILABLE.
YOU CAN CALL US AT (781) 622-1111 OR WRITE TO US AT:
INVESTOR RELATIONS DEPARTMENT
THERMO SENTRON INC.
81 WYMAN STREET, P.O. BOX 9046
WALTHAM, MA 02454-9046
The following constitutes a "Safe Harbor" statement under the Private Securities
Litigation Reform Act of 1995: This press release contains forward-looking
statements that involve a number of risks and uncertainties. Important factors
that could cause actual results to differ materially from those indicated by
such forward-looking statements include those set forth under the heading
"Forward-looking Statements" in Exhibit 13 to the company's annual report on
Form 10-K for the year ended January 2, 1999. These include risks and
uncertainties relating to: government regulation and approvals, the impact of
technological change and competitive products and pricing, technology and
product development, fluctuation in quarterly performance, international
operations, the company's acquisition strategy, and the potential impact of the
year 2000 on processing date-sensitive information.
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