SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported):
January 31, 2000
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THERMO BIOANALYSIS CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-12179 85-0429899
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
504 Airport Road
Santa Fe, New Mexico 87504-2108
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (781) 622-1000
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This Form 8-K 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" in Exhibit 13 to Thermo
BioAnalysis Corporation's annual report on Form 10-K for the year ended January
2, 1999. These include risks and uncertainties relating to: the Registrant's
acquisition strategy, intense competition, rapid and significant technological
change, market acceptance of new products, dependence on capital spending
policies and government funding, potential fluctuations in quarterly
performance, international operations, dependence on patents and proprietary
rights, government regulations, patient reimbursement, potential product
liability, and the potential impact of the year 2000 on processing
date-sensitive information.
Item 5. Other Events
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On January 31, 2000, the Registrant issued a press release, attached
hereto as Exhibit 99, regarding certain corporate transactions affecting the
Registrant.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of Business Acquired: not applicable
(b) Pro Forma Financial Information: not applicable
(c) Exhibits:
99 - Press Release dated January 31, 2000
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on this 31st day of January, 2000.
THERMO BIOANALYSIS CORPORATION
By: /s/ Theo Melas-Kyriazi
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Theo Melas-Kyriazi
Chief Financial Officer
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Exhibit 99
Investor Contact: 781-622-1111
Media Contact: 781-622-1252
THERMO BIOANALYSIS ANNOUNCES CASH TENDER
OFFER BY THERMO INSTRUMENT
SANTA FE, N. Mex., January 31, 2000 - Thermo BioAnalysis Corporation (ASE-TBA),
a Thermo Electron company (NYSE-TMO), announced today that its parent company,
Thermo Instrument Systems Inc. (ASE-THI), will make a cash tender offer for any
and all of the outstanding shares of Thermo BioAnalysis common stock at $28.00
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.
Thermo Instrument currently owns approximately 67.3 percent of the
outstanding shares of Thermo BioAnalysis common stock. Thermo Instrument will
condition the tender offer on receiving acceptances from holders of enough
shares so that, when combined with its current share ownership, Thermo
Instrument's ownership reaches at least 90 percent. If Thermo Instrument
achieves this 90-percent-ownership threshold, it will acquire all remaining
outstanding shares of Thermo BioAnalysis common stock through a "short-form"
merger in Delaware. Shareholders who do not tender shares to Thermo Instrument
during the tender offer would also receive $28.00 per share in cash for their
stock in the short-form merger.
Thermo Electron, which owns approximately 20.8 percent of the
outstanding shares of Thermo BioAnalysis common stock, will tender its shares to
Thermo Instrument 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 BioAnalysis board or shareholder approval.
Thermo Instrument plans to conduct the tender offer during the second
quarter of 2000. If Thermo Instrument successfully obtains ownership of at least
90 percent of the outstanding Thermo BioAnalysis shares, it expects to complete
the spin-in by the end of the second quarter of 2000.
Thermo BioAnalysis Corporation develops, manufactures, and supplies
biomolecular instruments and consumables; clinical laboratory equipment and
supplies, including rapid diagnostic test kits; and information-management
systems that are used in biochemical research, clinical diagnosis, and
pharmaceutical production. More information is available at
http://www.thermo.com/subsid/tba1.html on the Internet.
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 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.
-more-
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YOU CAN CALL US AT (781) 622-1111 OR WRITE TO US AT:
INVESTOR RELATIONS DEPARTMENT
THERMO BIOANALYSIS CORPORATION
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" 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 company's acquisition strategy, intense competition, rapid and significant
technological change, market acceptance of new products, dependence on capital
spending policies and government funding, potential fluctuations in quarterly
performance, international operations, dependence on patents and proprietary
rights, government regulations, patient reimbursement, potential product
liability, and the potential impact of the year 2000 on processing
date-sensitive information.
