SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
NOVAMETRIX MEDICAL SYSTEMS INC.
...............................................................................
(Name of Registrant as Specified In Its Charter)
...............................................................................
(Name of Person(s) Filing Proxy Statement if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[X] Fee previously paid with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount Previously Paid:
.....................................................................
2) Form, Schedule or Registration Statement No.:
.....................................................................
3) Filing Party:
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4) Date Filed:
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The Novametrix Medical Systems Inc. Proxy Statement dated October
23, 1996 (the "Proxy Statement") is hereby amended as follows:
(i) by adding the following paragraph on page 20
immediately before the last paragraph under the section of
the Proxy Statement titled "Introduction--Proxies":
Representatives of Genstar may also
participate in the solicitation of proxies for the
Meeting from time to time. Genstar will not receive
any compensation for its solicitation efforts.
Additional information regarding Genstar is included
under "Summary--The Companies--Andros", "Summary--The
Merger--Interests of Certain Persons in the Merger",
"The Merger--Background of the Merger", "The Merger--
Management and Operations of Novametrix Following the
Merger--Composition of the Novametrix Board", "The
Merger Agreement--Other Agreements", "Andros Business--
History--Acquisition by Genstar" and "Novametrix
Management--Andros Designees to the Novametrix Board".
; and
(ii) by replacing Appendix B thereto with the following
revised Appendix B:
<PAGE>
APPENDIX B
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Tucker Anthony Incorporated Tucker Anthony
SERVING INVESTORS SINCE 1892
One World Financial Center
200 Liberty Street
New York, N.Y. 10281
(212) 225-8094
(212) 225-8827 Fax
Investment Banking
October 18, 1996
Board of Directors
Novametrix Medical Systems Inc.
56 Carpenter Lane
Wallingford, CT 06492
Gentlemen:
You have requested our opinion as to the fairness to Novametrix
Medical Systems Inc. ("Novametrix") and its stockholders, from a
financial point of view, and as of the date hereof, of the
Exchange Ratio (as defined below) in the proposed merger of
Andros Incorporated ("Andros") with and into Novametrix pursuant
to the merger agreement dated July 29, 1996 and as amended as of
October 18, 1996 (the "Merger Agreement"). Under the terms of
the Merger Agreement, a wholly owned subsidiary of Novametrix
will merge with and into Andros, and thereafter Andros will
become a wholly owned subsidiary of Novametrix in accordance with
the Merger Agreement (the "Merger"). Pursuant to the Merger, all
of the issued and outstanding shares of Andros will be converted
into the right to receive i) shares of Novametrix common stock
(the "Common Stock") consisting in the aggregate of 38% of the
shares of Common Stock outstanding immediately after the
Effective Time (as defined in the Merger Agreement) computed as
follows a) each issued and outstanding share of Andros will be
converted into a right to receive shares of Common Stock equal to
.6129032 multiplied by the number of shares of common stock then
outstanding (assuming conversion of the Novametrix preferred
stock) divided by the number of shares of Andros Common Stock
outstanding (assuming the exercise in full of all then
outstanding Andros options and warrants) and b) one contingent
right to receive Common Stock under certain antidilution events
equal to .6129032 multiplied by the number of shares of Common
Stock issued pursuant to Novametrix warrants or options to
acquire shares of Common Stock outstanding immediately prior to
the Effective Time subject to adjustment based on cancellation or
expiration of Andros options and warrants and ii) up to an
additional 5% of the shares of Common Stock (based upon the
capitalization of Novametrix immediately after the Merger) in the
event that Andros' revenues or Novametrix' consolidated earnings
before interest, taxes, depreciation and amortization for the
fiscal year ending May 3, 1998 exceed certain targets as set
forth in Section 1.02 (d) of the Merger Agreement (collectively,
the "Exchange Ratio"). The Merger is intended to qualify as a
tax-free reorganization. The terms and conditions of the Merger
are more fully set forth in the Merger Agreement.
<PAGE>
Tucker Anthony Incorporated ("Tucker Anthony"), as part of its
investment banking business, is regularly engaged in the
valuation of businesses and their securities in connection with
mergers and acquisitions, negotiated underwritings and private
placements and for corporate and other purposes. Tucker Anthony
has acted as Novametrix' financial advisor in connection with,
and has participated in the negotiations leading to, the proposed
Merger. Tucker Anthony will receive fees for our services as
financial advisor and for rendering this opinion, a substantial
portion of which is contingent upon the closing of the Merger.
In the ordinary course of our business, Tucker Anthony may
actively trade the securities of Novametrix for our own account
and for the accounts of customers and, accordingly, may at any
time hold a long or short position in such securities.
In connection with our opinion, we have, among other things:
(i) reviewed the Merger Agreement and related documents;
(ii) reviewed certain publicly available financial information
for Novametrix and Andros;
(iii) reviewed financial information on Novametrix and Andros
furnished to us by both companies, including certain internal
financial analyses and forecasts prepared by Novametrix and
Andros managements;
(iv) held discussions with the management of Novametrix and
Andros concerning the businesses, past and current business
operations, financial condition and future prospects of both
companies, independently and combined, including certain
information prepared jointly by the managements of Novametrix and
Andros concerning potential cost savings and synergies that could
result from the Merger;
(v) reviewed the stock price and trading history of Novametrix;
(vi) analyzed certain publicly available information of
companies we deemed comparable or otherwise relevant to our
inquiry and compared Novametrix and Andros from a financial point
of view with these companies;
(vii) compared the financial terms of the Merger with other
business combinations which we deemed comparable or otherwise
relevant to our inquiry;
(viii) prepared a discounted cash flow analysis of Novametrix
and Andros;
(ix) reviewed the contribution by each company to proforma
combined revenue, gross profit, earnings before interest, taxes,
depreciation and amortization, earnings before interest and taxes
and net income;
(x) analyzed the proforma earnings per share of the combined
company;
<PAGE>
(xi) discussed with senior management of Novametrix their view
of the strategic rationale for the Merger and the benefits of the
Merger to Novametrix;
(xii) discussed with senior management of Novametrix their view
of the likely outcomes of pending, threatened and possible claims
against Novametrix and Andros; and
(xiii) conducted such other financial studies and analysis and
reviewed such other information as we deemed relevant and
appropriate.
In our review and analysis and in arriving at our opinion we
have assumed and relied upon the accuracy and completeness of all
the financial information publicly available or provided to us by
Novametrix and Andros and have not attempted to verify any of
such information. We did not make or obtain an independent
evaluation or appraisals of any assets or liabilities of
Novametrix, Andros or any of their respective subsidiaries. We
have also relied upon, without independent certification,
Novametrix' management's assessment of the validity of
Novametrix' and Andros' products and technology. We have assumed
(i) the financial projections of Novametrix and Andros provided
to us have been reasonably prepared on a basis reflecting the
best currently available estimates and judgments of Novametrix
and Andros managements as to future financial performance and
(ii) that such projections will be realized in the amounts and
time periods currently estimated by the respective managements.
We have also relied upon estimates and judgments of Novametrix
and Andros as to the future performance of both companies,
including the cost savings and synergies resulting from the
Merger. We have also relied upon Novametrix' management's
assessment of the likely outcomes of pending, threatened and
possible claims against Novametrix and Andros. We have also
assumed, with your consent, that the Merger will be accounted for
as a purchase transaction which will include a substantial
write-off of in-process research and development under generally
accepted accounting principles. Tucker Anthony's opinion is
necessarily based upon market, economic and other conditions that
exist and can be evaluated as of the date hereof.
Our advisory service and this letter are furnished for the use
of the Board of Directors of Novametrix, are not a recommendation
to shareholders and may not be used for other purposes without
prior written consent.
Based upon and subject to the foregoing considerations, it is
our opinion that, as of the date hereof, the Exchange Ratio is
fair to Novametrix and its stockholders from a financial point of
view.
Very truly yours,
Tucker Anthony Incorporated
