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FILED BY GENERAL ELECTRIC COMPANY
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
SUBJECT COMPANY: LUNAR CORPORATION
COMMISSION FILE: 0-18643
THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY GENERAL ELECTRIC COMPANY AND
LUNAR CORPORATION ON AUGUST 4, 2000.
MEDIA CONTACTS:
LUNAR
Brad Herrington, Director Marketing
(608) 826-7498
[email protected]
GE MEDICAL SYSTEMS
Wendee Puccetti
414-544-3603
414-407-6423 (pager)
[email protected]
FOR IMMEDIATE RELEASE
LUNAR CORP. ANNOUNCES CONVERSION RATIO
FOR MERGER WITH GE MEDICAL SYSTEMS
MADISON, Wis., August 4, 2000 - Lunar Corporation (NASDAQ: LUNR), announced
today the conversion ratio for its proposed merger with GE Medical Systems, a
business of General Electric Company (NYSE: GE). If the transaction closes as
planned on Tuesday, August 8, 2000, the formula provided for in the merger
agreement would result in each share of Lunar common stock being converted into
0.322 of a share of GE common stock, plus cash for any fractional shares. For
example, a shareholder owning 100 shares of Lunar stock would be entitled to 32
shares of GE common stock, plus $10.57 in cash in lieu of fractional shares of
GE.
Lunar shareholders are scheduled to vote on the merger at their meeting
on August 8. Lunar expects the transaction to close promptly following the
special meeting, provided its shareholders approve the merger and that all other
conditions to the merger are satisfied.
Lunar Corporation, with headquarters in Madison, Wisconsin, is a
leading developer and manufacturer of innovative technology for the assessment
of osteoporosis and metabolic bone
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diseases and orthopedic surgery. Lunar employs more than 300 people worldwide,
and operates through facilities in the United States, Germany, Belgium, France,
and Australia.
About GE Medical Systems
GE Medical Systems is a $7 billion global leader in medical systems,
information and technology. Its offerings include networking and productivity
tools, healthcare information systems, patient monitoring systems, conventional
and digital X-ray, computed tomography (CT), magnetic resonance (MR),
ultrasound, positron emission tomography, and nuclear medicine systems. With
global headquarters in Waukesha, Wisconsin, healthcare providers worldwide rely
on GE Medical Systems for high quality medical technology, services and
productivity solutions.
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THIS NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS. THE FOLLOWING FACTORS,
AMONG OTHERS, COULD CAUSE THE ACTUAL RESULTS OF THE ACQUISITION TO DIFFER
MATERIALLY FROM GE MEDICAL'S EXPECTATIONS: THE ABILITY TO TIMELY AND FULLY
REALIZE THE EXPECTED COST SAVINGS AND REVENUES; COMPETITION; CHANGES IN ECONOMIC
CONDITIONS, AND CHANGES IN LEGISLATION OR REGULATORY REQUIREMENTS. GE MEDICAL
DOES NOT ASSUME ANY DUTY TO UPDATE FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS
INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY. SUCH STATEMENTS ARE BASED ON INFORMATION
AVAILABLE AS OF THE DATE HEREOF, AND ARE MADE ONLY AS OF THE DATE HEREOF. TO THE
EXTENT THAT SUCH STATEMENTS RELATE TO THE PROPOSED ACQUISITION REFERRED TO IN
THIS RELEASE, THERE IS A RISK, AMONG OTHERS, THAT THE TRANSACTION MIGHT NOT BE
COMPLETED.
WE URGE YOU TO READ THE PROXY STATEMENT/PROSPECTUS, WHICH GE HAS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION AS PART OF A REGISTRATION STATEMENT,
BECAUSE IT CONTAINS IMPORTANT INFORMATION. THE PROXY STATEMENT/PROSPECTUS WAS
SENT ON OR ABOUT JULY 7, 2000 TO STOCKHOLDERS OF LUNAR SEEKING THEIR APPROVAL
OF THE PROPOSED MERGER OF TOPAZ MERGER CORPORATION, A WHOLLY OWNED SUBSIDIARY
OF GENERAL ELECTRIC COMPANY, WITH AND INTO LUNAR CORPORATION. YOU MAY OBTAIN
A FREE COPY OF THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED BY
GENERAL ELECTRIC COMPANY, INCLUDING DOCUMENTS INCORPORATED BY REFERENCE INTO
THE PROXY STATEMENT/PROSPECTUS, WITH THE SECURITIES AND EXCHANGE COMMISSION
AT THE COMMISSION'S WEB SITE AT WWW.SEC.GOV. YOU MAY ALSO OBTAIN THIS
INFORMATION FROM THE GE CONTACT LISTED ABOVE.
GE, ITS OFFICERS AND DIRECTORS MAY BE DEEMED TO BE PARTICIPANTS IN THE
SOLICITATION OF PROXIES FROM LUNAR SHAREHOLDERS WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED BY THE MERGER AGREEMENT. INFORMATION REGARDING SUCH OFFICERS AND
DIRECTORS IS INCLUDED IN GE'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1999 FILED WITH THE SEC ON MARCH 17, 2000. THIS DOCUMENT IS
AVAILABLE FREE OF CHARGE AT THE SEC WEBSITE AT WWW.SEC.GOV AND FROM THE GE
CONTACT LISTED ABOVE.
LUNAR, ITS OFFICERS AND DIRECTORS MAY BE DEEMED TO BE PARTICIPANTS IN THE
SOLICITATION OF PROXIES FROM LUNAR SHAREHOLDERS WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED BY THE MERGER AGREEMENT. INFORMATION REGARDING SUCH OFFICERS AND
DIRECTORS IS INCLUDED IN LUNAR'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
JUNE 30, 1999 FILED WITH THE SEC ON SEPTEMBER 27, 1999. THIS DOCUMENT IS
AVAILABLE FREE OF CHARGE AT THE SEC WEBSITE AT WWW.SEC.GOV AND FROM THE LUNAR
CONTACT LISTED ABOVE.
