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Exhibit 99.1
Acuson Corporation Announces Definitive Merger Agreement With Siemens
1.
Media Contacts: Amy Cook Chris Joseph
For Acuson Corporation Ketchum Communications
650.694.5460 or 925.200.2125 916.801.2236
Investor Contact: Barry Zwarenstein
Acuson Corporation
650.943.7575
ACUSON CORPORATION ANNOUNCES DEFINITIVE MERGER AGREEMENT
WITH SIEMENS
MOUNTAIN VIEW, Calif. - September 27, 2000 - Acuson Corporation [NYSE: ACN] and
Siemens Medical Engineering Group, Erlangen, Germany, announced today that they
have reached an agreement providing for the acquisition of Acuson. The
transaction has been structured as a cash tender offer for all outstanding
Acuson common stock at $23 per share. The value of the deal is approximately
$700 million.
"This agreement brings together two highly respected medical device
manufacturers to create the largest and best ultrasound company in the world,"
said Samuel H. Maslak, Sc.D., CEO and founder of Acuson Corporation. "Acuson and
Siemens have both earned the trust of physicians and institutions worldwide by
developing and supporting premium quality medical products.
"By combining the best of both companies' know-how, customers will benefit from
more research and development, better global distribution and services, more
clinical applications and better network connectivity solutions. The potential
for new, cost-effective contributions to patient care from ultrasound is now
greatly expanded," Dr. Maslak added.
"This is an excellent acquisition for Siemens and it creates the world's premier
ultrasound business," said Dr. Erich R. Reinhardt, group president and CEO of
Siemens Medical Engineering. "With the worldwide headquarters of the new
ultrasound business unit located in Acuson's current facilities in Mountain
View, California, our products will cover the entire market for ultrasound
equipment and IT-networking, from portable devices to ultra-premium platforms."
Under the terms of the definitive merger agreement, Siemens will make a two step
acquisition. Siemens will first make a cash tender offer for all of Acuson's
outstanding common stock at a price of $23 per share. Siemens' obligation to
consummate the tender offer is subject to conditions customary to a transaction
of this size and nature, including the tender of a minimum number of shares of
Acuson common stock in the tender offer and the receipt of certain U.S. and
German regulatory approvals. The tender offer is expected to close in late
October or early November 2000.
A. Acuson Announces Definitive Merger Agreement with Siemens Corporation...2
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Following consummation of the tender offer, and subject to the conditions set
forth in the merger agreement, Siemens will acquire the remaining shares of
Acuson's outstanding common stock at $23 per share through a merger of a wholly
owned subsidiary of Siemens with and into Acuson. The merger is expected to
close in the fourth quarter of 2000.
Acuson, with annual revenues of $475.9 million in 1999 and more than 1,900
employees worldwide, is a leader in the diagnostic ultrasound industry with
products for the radiology, cardiology, vascular, ob/gyn applications and
hospital network information systems. The company's products are used by
hospitals, clinics and healthcare delivery systems throughout the world. Acuson
pioneered the development of high-resolution ultrasound and has been a leader in
both sales and technology advancement ever since. For the first half of 2000,
Acuson reported revenues of $231.5 million and net income of $3.3 million.
According to a leading industry analyst, the company's Sequoia(R) platform has
been the number one selling ultrasound system in the United States since its
introduction in 1996. The company is located in Mountain View, Calif.
Educational and product information can be found at www.acuson.com or
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www.ultrasound.com.
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Siemens' Medical Engineering Group (Med) is one of the largest suppliers in the
healthcare sector. The Group is renowned for its innovative products, services
and complete solutions, ranging from imaging systems for diagnostics and therapy
products for treatment to electromedicine and hearing instruments to IT
solutions that optimize workflow and increase efficiency in hospitals, clinics
and doctors' offices. In fiscal 1999, Siemens' Medical Engineering Group had new
orders of 4.14 billion Euro (DM 8.1 billion), sales of 4.09 billion in Euro (DM
8.0 billion).
# # #
This press release contains forward-looking statements relating to future events
or future business performance. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
reflected in such statements. Such risks and uncertainties include potential
declines in sales as customers wait to see the outcome of the acquisition; risks
that the acquisition might be delayed or not completed at all and that the
integration of the technology, operations and products of the combining
companies might not occur as anticipated. Further risks and uncertainties
include, but are not limited to the following: the delay or failure of
regulatory authorities to approve the acquisition; competitor responses that may
affect the price of Acuson products; diversion of management time (both Acuson's
and Siemens') during the period from the signing of the acquisition agreement
until the closing of the acquisition from focus on operating the businesses to
issues of integration; decline in employee morale and employee retention and
integration issues; the need to integrate each company's accounting, management
information, human resources and administrative systems to permit effective
management, and the lack of control over such systems if the integration is
delayed or not implemented; and other risks and uncertainties, including, but
not limited to, those risks and uncertainties detailed from time to time in
Acuson's Securities and Exchange Commission filings. These forward-looking
statements are made only as of the date hereof, and Acuson undertakes no
obligation to update or revise the forward-looking statements, whether as a
result of new information, future events or otherwise.
Sequoia is a registered trademark of Acuson Corporation
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This release is neither an offer to purchase nor a solicitation of an offer to
sell securities of Acuson. The tender offer will be made solely by an offer to
purchase and related letter of transmittal to be disseminated upon the
commencement of the tender offer. Shareholders of Acuson should read the tender
offer documents, including the Acuson solicitation/recommendation statement when
it is available because they contain important information.
