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
ONIX Systems Inc.
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(Name of Subject Company)
ONIX Systems 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)
67088G 10 8
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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.
<PAGE>
Investor Contact: 781-622-1111
Media Contact: 781-622-1252
ONIX Systems Announces Cash Tender Offer
by Thermo Instrument
KINGWOOD, Tex., January 31, 2000 - ONIX Systems Inc. (ASE-ONX), 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 ONIX 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 80.3 percent of the
outstanding shares of ONIX 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 ONIX 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 2.1 percent of the
outstanding shares of ONIX 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 ONIX 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 ONIX Systems shares, it expects to complete the
spin-in by the end of the second quarter of 2000.
ONIX Systems Inc. designs, develops, markets, and services
sophisticated field measurement instruments and on-line sensors for the process
control industry. The company's products incorporate advanced technologies to
provide real-time data collection, analysis, and local control functions
regarding the flow, level, density, or composition of a particular material.
More information is available on the Internet at
http://www.thermo.com/subsid/onx1.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 DOCUMENTS THAT WILL BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR FREE WHEN THEY ARE
-more-
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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
ONIX SYSTEMS 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" 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:
dependence on the oil and gas industry, market acceptance of new products,
customer capital spending policies, the company's acquisition strategy,
international sales, technological change and new products, competition, use of
gamma technology, protection of proprietary rights, government regulations and
approvals, and the potential impact of the year 2000 on processing
date-sensitive information.
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