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Filed by General Electric Company
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject Company: Lunar Corporation
Commission File No.: 0-18643
ON JUNE 2, 2000, GENERAL ELECTRIC COMPANY ISSUED THE FOLLOWING PRESS RELEASE:
FOR MORE INFORMATION, CONTACT:
JENNIFER CHRISTIANSEN
GE MEDICAL SYSTEMS
(414) 362-2544
[email protected]
ROBERT BECKMAN
LUNAR CORPORATION
(608) 826-7308
[email protected]
FOR IMMEDIATE RELEASE
GE Medical Systems and Lunar Corporation Sign Definitive Agreement to Merge
Operations
MILWAUKEE, Wis. and MADISON, Wis. (June 2, 2000) - GE Medical Systems (NYSE: GE)
and Lunar Corporation (NASDAQ: LUNR), a leading provider of medical diagnostic
systems for the assessment of osteoporosis and metabolic bone diseases and
orthopedic applications, today announced a definitive agreement for GE Medical
Systems to acquire 100% of Lunar's stock.
In this transaction, each Lunar shareholder will receive $17 per share
payable in GE stock. The actual number of shares of GE stock that each Lunar
shareholder will receive will be determined based on the trading prices of GE
stock for a period of time prior to the closing of the transaction.
"Lunar has a long history of innovation in bone densitometry and
providing extremity MRI systems for use in orthopedic applications," said
Jeffrey R. Immelt, President and CEO of GE Medical Systems. "This transaction
will expand GE Medical's portfolio into new and complementary areas and enable
us to better serve the
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technology needs of healthcare providers and their patients, particularly in the
area of women's healthcare. Recent advances in the treatment of osteoporosis
have created a growing need for effective diagnostic systems such as those
afforded by Lunar."
For the 12 months ending March 31, 2000, Lunar reported revenues of $91
million and net income of $7 million.
"Ongoing technological advancements have enabled Lunar to serve an even
broader customer base," said Dr. Richard Mazess, Chairman and CEO of Lunar.
"Shareholders, employees and customers alike will benefit from this merger which
combines GE Medical's global distribution and service with Lunar's leadership in
densitometry."
This transaction, which is subject to Lunar shareholder and government
approvals and other customary conditions, is expected to close by the third
quarter of 2000.
In connection with the merger agreement, Lunar granted GE an option to
acquire newly issued shares of Lunar common stock, representing 19.9% of its
total shares outstanding, at the $17 per share transaction price. In addition,
Dr. Mazess entered into a shareholder agreement in which he agreed, among other
things, to vote his shares of Lunar common stock, representing approximately 30%
of Lunar outstanding shares, in favor of the proposed transaction. The Merger
agreement has been approved by the board of directors of both GE and Lunar.
ABOUT LUNAR CORPORATION
Lunar Corporation, with headquarters in Madison, Wisconsin, is a
leading developer and manufacturer of innovative technology for the assessment
of osteoporosis and metabolic bone diseases and orthopedic surgery. Lunar
employs more than 300 people worldwide, and operates through facilities in the
United States; Germany; Belgium; France; and Australia. For more information
about Lunar, visit the company's website at WWW.LUNARCORP.COM.
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
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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. For more
information, visit the GE Medical Systems Web site at WWW.GEMEDICALSYSTEMS.COM.
THIS NEWS RELEASE SHALL NOT CONSTITUTE AN OFFER OF ANY SECURITIES FOR SALE. GE
AND LUNAR CORPORATION WILL PREPARE AND FILE A PROXY STATEMENT/PROSPECTUS. COPIES
OF THIS DOCUMENT WILL BE PROVIDED TO STOCKHOLDERS OF LUNAR CORPORATION. IN
ADDITION, THIS DOCUMENT AND OTHER RELEVANT DOCUMENTS CONCERNING THE TRANSACTION
WILL BE FILED WITH THE SECURITIES EXCHANGE COMMISSION AND COPIES WILL BE
AVAILABLE FREE OF CHARGE FROM THE COMMISSION'S WEBSITE (WWW.SEC.GOV) AND FROM GE
MEDICAL AND LUNAR. THIS PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT
INFORMATION, AND INVESTORS ARE URGED TO READ THIS DOCUMENT ONCE IT BECOMES
AVAILABLE. INVESTORS SHOULD READ THE JOINT PROXY/PROSPECTUS CAREFULLY WHEN IT
BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS.
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.
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
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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.
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