SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
Thermedics Detection Inc.
------------------------
(Name of Subject Company)
Thermedics Detection Inc.
-------------------------
(Name of Person(s) Filing Statement)
Common Stock, $.10 par value
-------------------------
(Title of Class of Securities)
88355E 10 5
--------------------
(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
----------------------
(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.
<PAGE>
Investor Contact: 781-622-1111
Media Contact: 781-622-1252
Thermedics Detection Announces Cash
Tender Offer by Thermedics
CHELMSFORD, Mass., January 31, 2000 - Thermedics Detection Inc. (ASE-TDX), 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 Thermedics Detection common stock at $8.00 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 83.6 percent of the outstanding
shares of Thermedics Detection 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 Thermedics Detection common
stock through a "short-form" merger in Massachusetts. Shareholders who do not
tender shares to Thermedics during the tender offer would also receive $8.00 per
share in cash for their stock in the short-form merger.
Thermo Electron, which owns approximately 5.3 percent of the
outstanding shares of Thermedics Detection 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 Thermedics Detection 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 Thermedics Detection 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 Thermedics Detection shares, it expects to complete the spin-in
by the end of the second quarter of 2000.
Thermedics Detection develops, manufactures, and markets high-speed
systems used for product quality assurance in a variety of industrial and
laboratory processes, as well as for security at airports, border crossings, and
other checkpoints. More information is available on the Internet at
http://www.thermo.com/subsid/tdx1.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 INFORMATION
ABOUT THE TENDER OFFER. YOU CAN OBTAIN THE SOLICITATION/RECOMMENDATION STATEMENT
AND OTHER
-more-
<PAGE>
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
THERMEDICS DETECTION 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 are set forth under the heading "Forward-looking
Statements" included 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: the market's acceptance of new products, the company's ongoing
product development efforts required by rapid technological change, the
dependence of the security-instrument market on government regulation and the
airline industry, the significance of certain customers to the company, as well
as risks associated with competition, potential product liability, international
operations, proprietary technology rights, the company's acquisition strategy,
potential fluctuations in quarterly performance, and the potential impact of the
year 2000 on processing date-sensitive information.
# # #
