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
Metrika Systems Corporation
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(Name of Subject Company)
Metrika Systems Corporation
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(Name of Person(s) Filing Statement)
Common Stock, $.01 par value
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(Title of Class of Securities)
59159M 10 6
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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
Metrika Systems Announces Cash Tender
Offer by Thermo Instrument
SAN DIEGO, Calif., January 31, 2000 - Metrika Systems Corporation (ASE-MKA), 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 Metrika Systems common stock at $9.00 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 70.5 percent of the
outstanding shares of Metrika Systems 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 Metrika Systems 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 $9.00 per share in cash for their stock in
the short-form merger.
Thermo Electron, which owns approximately 8.5 percent of the
outstanding shares of Metrika Systems 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 Metrika Systems 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 Metrika Systems shares, it expects to complete the
spin-in by the end of the second quarter of 2000.
Metrika Systems Corporation develops, manufactures, and markets
on-line, high-speed process-optimization systems for raw materials analysis and
finished materials quality control. The company's systems can analyze large
volumes of raw materials, such as coal, cement, and minerals, in real time, or
measure and control the thickness of web-type finished materials, such as sheet
steel, rubber, and plastic foils. Customers worldwide use Metrika's systems and
proprietary software to improve product quality and consistency, lower material
costs, reduce energy consumption, and minimize waste. More information is
available at http://www.thermo.com/subsid/mka1.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
-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
METRIKA SYSTEMS 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:
customer capital spending policies, market acceptance of new products,
technological change and new products, the company's acquisition strategy,
international operations, competition, proprietary technology rights, government
regulations and approvals, potential fluctuations in quarterly performance, and
the potential impact of the year 2000 on processing date-sensitive information.
