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))
[ ] Definitive Proxy Statement Confidential
[X] 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):
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[X] Fee previously paid with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
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was paid previously. Identify the previous filing by registration
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1) Amount Previously Paid:
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4) Date Filed:
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[Novametrix Letterhead]
November 12, 1996
Dear Fellow Stockholders:
The dissident "13D Shareholder Group" led by Paul Cote
is circulating a revised Definitive Proxy Statement, which you
may already have received. I am pleased to report that the
dissident Group has retracted the false charges it levelled at
management over the past three months, and has started its
solicitation of proxies all over again. ALL PROXIES THE 13D
GROUP RECEIVED BEFORE ITS NEW SOLICITATION ARE INVALID. This
invalidity applies only to the 13D Group's previous GREEN
proxies, not to the WHITE proxies solicited by the Company.
Meanwhile, on November 7, 1996, Institutional
Shareholder Services ("ISS"), the nation's leading independent
stockholder advisory group, issued a report recommending that
stockholders vote FOR the Andros merger, FOR the Company's
director nominees, and FOR the other proposals in the Company's
proxy statement. Our press release announcing the ISS
recommendation is enclosed.
ISS reviewed the proxy statements of the Company and
the 13D Group, and it discussed the issues both with management
and with Mr. Cote. Its report includes the following
observations and conclusions:
* "While we believe the
dissidents raise important questions
[about the Andros merger], THEIR NUMBERS
ARE MISLEADING." (Emphasis added.)
* "As for the pricing of the
transaction, shareholders are giving up
38 percent of Novametrix for the
potential of doubling their earnings per
share and having an equity stake in a
much larger, broader-based company."
* "[I]n view of Andros's recent
product developments, new customer
contracts, and government regulations,
we believe
Andros will see stronger
performance unless it is utterly
mismanaged."
<PAGE>
* "Based on the FAVORABLE
PRICING, the STRATEGIC FIT of the two
companies, the prospects for EARNINGS
GROWTH, and the FAIRNESS OPINION of
Tucker Anthony, we believe THE MERGER
AGREEMENT WARRANTS SHAREHOLDER SUPPORT."
(Emphasis added.)
Your Board of Directors continues to believe the Andros
merger will significantly enhance stockholder value. We are
gratified that the nation's leading stockholder advisory group
supports the Board's recommendations and recognizes that the 13D
Group's opposition is based on "misleading" numbers. If you gave
the 13D Group your proxy before, that proxy is INVALID. Please
do not give it to them again.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE THE
WHITE PROXY CARD FOR THE ANDROS MERGER, FOR THE COMPANY'S
NOMINEES FOR CLASS A DIRECTORS, AND FOR THE OTHER PROPOSALS IN
THE COMPANY'S PROXY STATEMENT. PLEASE COMPLETE, SIGN, DATE AND
RETURN THE WHITE PROXY CARD THAT WAS ENCLOSED WITH OUR PROXY
STATEMENT, OR THE ADDITIONAL WHITE PROXY CARD ENCLOSED HEREWITH.
WE URGE YOU NOT TO SIGN THE NEW GREEN PROXY CARD YOU
RECEIVE FROM THE 13D GROUP.
Thank you for your continued support.
Sincerely yours,
William J. Lacourciere
Chairman of the Board,
President and Chief
Executive Officer
This document contains forward-looking statements concerning post-
merger operations of Novametrix. There are many factors that
could cause actual results to differ materially from those in the
forward-looking statements herein, including difficulties in
integrating the operations of Andros and Novametrix, changes in
the health care industry, more stringent regulation of medical
device manufacturers, uncertainties regarding patents and other
proprietary rights, intense competition and foreign currency
fluctuations. No assurance can be given that Novametrix will
fully realize the cost savings and revenue opportunities it
expects from the merger. Novametrix does not presently intend to
update publicly the foregoing forward-looking statements.
<PAGE>
- -----------------------------------------------------------------------------
NEWS RELEASE
GEORGESON
& COMPANY INC.
--------------
Wall Street Plaza
New York, NY 10005
212*440*9800
FAX 212*440*9009
From: For Release:
Novametrix Medical Systems Inc. IMMEDIATELY
56 Carpenter Lane Contact:
Wallingford, CT 06492 William J. Lacourciere
Chairman of the Board,
President and Chief
Executive Officer
(203) 284-2534
NOVAMETRIX MEDICAL SYSTEMS ANNOUNCED TODAY THAT IT HAS
RECEIVED THE SUPPORT OF INSTITUTIONAL
SHAREHOLDER SERVICES AT ITS ANNUAL MEETING
Wallingford, CT, November 11, 1996...Novametrix Medical
Systems Inc., (NASDAQ:NMTX), announced today that it has received
the support of Institutional Shareholder Services ("ISS"), the
nation's leading independent shareholder advisory group.
ISS has recommended that Novametrix stockholders vote FOR the
Company's merger agreement with Andros and FOR the Company's
director nominees and long term incentive plan. Its
recommendations are based on its independent review of the proxy
statements circulated by the Company and by a dissident "13D
Shareholders Group," and on discussions with management and the
leader of the dissident group.
-more-
<PAGE>
Novametrix Medical Systems Inc.
Page 2
With respect to the Andros merger, ISS stated in its report
that, " While we believe the dissidents raise important
questions, their numbers are misleading. Much of the 'poor
performance' of Andros is related to one-time costs of Genstar's
restructuring and operational streamlining. ...Andros does carry
substantial debt, but we see no evidence that it is
unserviceable. ...Since [Andros] is contributing more than twice
as much as Novametrix to the combined Company the pricing is
fair. ...Based on the favorable pricing, the strategic fit of
the two companies, the prospects for earnings growth, and the
fairness opinion rendered by Tucker Anthony, we believe the
merger agreement warrants shareholder support."
In recommending that Novametrix' Class A Directors be re-
elected, ISS added, "In our opinion, the particular
qualifications of the dissident nominees do not add greater value
to the board than the two incumbent directors."
William J. Lacourciere, Novametrix' Chairman, President and
Chief Executive Officer said, "We are extremely gratified with
the ISS recommendation to support the Andros merger and our
director nominees. Support from this respected organization
validates our belief that the merger agreement with Andros is the
best way to maximize stockholder value at this time."
-more-
<PAGE>
Novametrix Medical Systems Inc.
Page 3
Novametrix is a designer, developer, manufacturer, and
marketer of medical electronic instruments and sensors which non-
invasively and continuously assess a critically ill patient's
oxygen, carbon dioxide, and respiratory mechanics. Novametrix'
products are used in operating rooms, intensive care units,
respiratory care departments, emergency rooms and inter-and intra-
hospital patient transport.
For more information, please contact Georgeson & Company, at (800)
223-2064 or (212) 440-9800.
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