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Exhibit (a)(7)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made solely
by the Offer to Purchase, dated October 5, 2000, and the related Letter of
Transmittal (and any amendments or supplements thereto) and is being made to all
holders of Shares. Purchaser (as defined below) is not aware of any state where
the making of the Offer is prohibited by any applicable law. If Purchaser
becomes aware of any jurisdiction where the making of the Offer or the
acceptance of Shares is not in compliance with applicable law, Purchaser will
make a good faith effort to comply with such law. If, after such good faith
effort, Purchaser cannot comply with such law, the Offer will not be made to
(nor will tenders be accepted from or on behalf of) the holders of Shares in
such jurisdiction. In any jurisdiction where the securities, blue sky or other
laws require the Offer to be made by a licensed broker or dealer, the Offer
shall be deemed to be made on behalf of Purchaser by Deutsche Bank Securities
Inc., the Dealer Manager for the Offer, or one or more registered brokers or
dealers licensed under the laws of such jurisdiction.
Notice of Offer to Purchase for Cash All of the Outstanding Shares of Common
Stock (Including the Associated Rights to Purchase Shares of Series A Preferred
Stock) of Acuson Corporation at $23 Net Per Share in Cash by Sigma Acquisition
Corp. a wholly owned subsidiary of Siemens Corporation an indirect wholly owned
subsidiary of Siemens Aktiengesellschaft
Sigma Acquisition Corp., a Delaware corporation ("Purchaser"), which is a wholly
owned subsidiary of Siemens Corporation, a Delaware corporation ("Parent"),
which is an indirect wholly owned subsidiary of Siemens Aktiengesellschaft, a
corporation formed under the laws of the Federal Republic of Germany ("Siemens
AG"), is offering to purchase all of the outstanding shares of common stock, par
value $0.0001 per share (the "Common Stock"), of Acuson Corporation, a Delaware
corporation (the "Company"), together with the associated rights to purchase
shares of Series A Preferred Stock (the "Rights") issued pursuant to the Amended
and Restated Rights Agreement, dated as of November 5, 1998, between the Company
and Fleet National Bank (f/k/a BankBoston, N.A.), as amended (the Common Stock
and the Rights together being referred to herein as the "Shares"), at a price of
$23.00 per Share, net to the seller in cash (less any required withholding
taxes), without interest, on the terms and subject to the onditions set forth in
the Offer to Purchase, dated October 5, 2000 (the "Offer to Purchase"), and in
the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, NOVEMBER 2, 2000, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (i) A NUMBER OF SHARES BEING
VALIDLY TENDERED AND NOT WITHDRAWN ON THE APPLICABLE EXPIRATION DATE OF THE
OFFER THAT, TOGETHER WITH ANY SHARES OWNED BY PARENT OR ANY OF ITS AFFILIATES
(INCLUDING PURCHASER), REPRESENTS AT LEAST A MAJORITY OF THE TOTAL NUMBER OF (A)
ALL OUTSTANDING SHARES PLUS (B) ALL SHARES ISSUABLE UPON EXERCISE OF OPTIONS AND
OTHER SIMILAR RIGHTS THAT BY THEIR TERMS ARE OR WILL BE EXERCISABLE BEFORE
DECEMBER 31, 2000 (OR, UNDER CERTAIN CIRCUMSTANCES DESCRIBED IN THE OFFER TO
PURCHASE, MARCH 31, 2001) (THE "MINIMUM CONDITION") AND (ii) THE RECEIPT OF
APPROVALS REQUIRED BY OR THE EXPIRATION OR TERMINATION OF THE APPLICABLE WAITING
PERIODS UNDER UNITED STATES AND GERMAN ANTITRUST AND COMPETITION LAWS. THE OFFER
IS ALSO SUBJECT TO THE SATISFACTION OR WAIVER OF CERTAIN OTHER CONDITIONS. SEE
SECTIONS 1 AND 13 OF THE OFFER TO PURCHASE.
The Offer is being made pursuant to the Agreement and Plan of Merger, dated as
of September 26, 2000 (the "Merger Agreement"), by and among Parent, Purchaser
and the Company. The purpose of the Offer is for Siemens AG, indirectly through
Purchaser, to acquire a majority voting interest in the Company as the first
step in a business combination. The Merger Agreement provides that, among other
things, Purchaser will make the Offer and that as soon as practicable after
completion of the Offer, receipt of any required approval by the Company's
stockholders of the Merger Agreement and the satisfaction or waiver of the other
conditions set forth in the Merger Agreement, Purchaser will be merged with and
into the Company in accordance with the relevant provisions of the General
Corporation Law of the State of Delaware (the "DGCL"), with the Company
continuing as the surviving corporation (the "Merger"). At the effective time of
the Merger (the "Effective Time"), each then outstanding Share not owned by
Parent or any of its affiliates or held in treasury by the Company or any
subsidiary of the Company, all of which will be canceled and retired and will
cease to exist (other than Shares held by stockholders of the Company who
properly exercise dissenters' rights under the applicable provisions of the
DGCL), will be converted into the right to receive $23.00 in cash or any higher
price which may be paid for Shares pursuant to the Offer, without interest (the
"Merger Consideration").
The Board of Directors of the Company, at a meeting held on September 26, 2000,
by unanimous vote determined that the terms of the Offer and the Merger are fair
to, and in the best interests of, the Company and the Company's stockholders,
approved the
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Merger and the other transactions contemplated by the Merger Agreement and
approved the Merger Agreement. The Board of Directors unanimously recommends
that the Company's stockholders accept the Offer, tender their Shares in the
Offer and, if required under the DGCL or the Company's Certificate of
Incorporation or Bylaws, vote to adopt the Merger Agreement.
Tendering stockholders who have Shares registered in their names and who tender
directly to EquiServe Trust Company, N.A. (the "Depositary") will not be charged
brokerage fees or commissions or, subject to Instruction 6 of the Letter of
Transmittal, transfer taxes on the purchase of Shares pursuant to the Offer.
Stockholders who hold their Shares through a broker, dealer, commercial bank,
trust company or other nominee should consult such institution as to whether it
charges any service fees. Parent or Purchaser will pay all charges and expenses
of the Dealer Manager, the Depositary and Georgeson Shareholder Communications
Inc., which is acting as the information agent for the Offer (the "Information
Agent"), incurred in connection with the Offer.
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not properly
withdrawn as, if and when Purchaser gives oral or written notice to the
Depositary of Purchaser's acceptance for payment of such Shares pursuant to the
Offer. On the terms and subject to the conditions of the Offer, payment for
Shares accepted for payment pursuant to the Offer will be made by deposit of the
purchase price with the Depositary, which will act as agent for tendering
stockholders for the purpose of receiving payment from Purchaser and
transmitting such payment to tendering stockholders. Under no circumstances will
interest on the purchase price of Shares be paid by Purchaser because of any
extension of the Offer or delay in making any payment. In all cases, payment for
Shares tendered and accepted for payment pursuant to the Offer will be made only
after timely receipt by the Depositary of (i) certificates for such Shares or
timely confirmation of a book-entry transfer of such Shares into the
Depositary's account at the Book-Entry Transfer Facility (as defined in the
Offer to Purchase), pursuant to the procedures set forth in the Offer to
Purchase, (ii) a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) with any required signature guarantees or, in
the case of a book-entry transfer, an Agent's Message (as defined in the Offer
to Purchase), and (iii) any other documents required by the Letter of
Transmittal.
Subject to the applicable rules and regulations of the Securities and Exchange
Commission and to applicable law, Purchaser may, without the consent of the
Company (and if requested in writing by the Company, will), (i) extend and re-
extend the Offer on one or more occasions for such period as may be determined
by Purchaser in its sole discretion (each such extension period not to exceed 10
business days at a time), if at the then scheduled Expiration Date (as defined
below) any of the conditions to Purchaser's obligations to accept for payment
and pay for Shares shall not be satisfied or waived and (ii) extend and re-
extend the Offer for any period required by any rule, regulation, interpretation
or position of the Securities and Exchange Commission or the staff thereof
applicable to the Offer. Purchaser also may extend the Offer on one occasion for
an aggregate period of not more than 10 business days if the Minimum Condition
has been satisfied but less than 90% of the total number of (a) all outstanding
Shares plus (b) all Shares issuable upon exercise of options and other similar
rights that by their terms are or will be exercisable before December 31, 2000
(or, under certain circumstances described in the Offer to Purchase, March 31,
2001), has been validly tendered and not properly withdrawn as of the Expiration
Date. Any such extension will be followed by a public announcement thereof no
later than 9:00 a.m., New York City time, on the next business day after the
previously scheduled Expiration Date; provided, however, that if Purchaser
elects to extend the Offer pursuant to the preceding sentence, then all
remaining conditions to the Offer will be deemed to be irrevocably waived except
to the limited extent described in Section 13 of the Offer to Purchase. The term
"Expiration Date" means 12:00 Midnight, New York City time, on Thursday,
November 2, 2000, unless Purchaser, subject to the terms of the Merger
Agreement, shall have extended the period of time for which the Offer is open,
in which event the term "Expiration Date" shall mean the latest time and date at
which the Offer, as so extended by the Purchaser shall expire. The Purchaser
does not currently intend to make a subsequent offering period available
following the Expiration Date (the "Subsequent Offering Period") pursuant to
Rule 14d-11 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), although it reserves the right to do so in its sole discretion.
Subject to the terms of the Merger Agreement and applicable rules and
regulations of the Securities and Exchange Commission, Purchaser expressly
reserves the right, in its sole discretion, at any time or from time to time, to
extend the offering period by giving oral or written notice of such extension to
the Depositary. During any such extension of the offering period, all Shares
previously tendered and not withdrawn will remain subject to the Offer, subject
to the right of a tendering stockholder to withdraw such stockholder's Shares.
Subject to the applicable regulations of the Securities and Exchange Commission
and the terms of the Merger Agreement, Purchaser also expressly reserves the
right, in its sole discretion, at any time or from time to time, (i) to delay
acceptance for payment of or payment for, any tendered Shares not theretofore
accepted for payment or paid for, (ii) to amend the Offer on the failure of any
of the conditions specified in the Merger Agreement and (iii) to waive any
condition (other than the Minimum Condition) and to modify or change any other
term or condition of the Offer, by giving oral or written notice of such delay,
amendment, waiver, modification or change to the Depositary. Purchaser will make
a public announcement of any such delay, amendment, waiver, modification or
change. Unless previously approved by the Company in writing, no term or
condition of the Offer may be modified or changed which decreases the price per
Share payable in the Offer, changes the form of consideration payable in the
Offer, limits the number of Shares sought in the Offer, changes the conditions
to the Offer (other than conditions that are immaterial and administrative in
nature) in a manner adverse to the holders of the Shares or imposes additional
conditions to the Offer (other than conditions that are immaterial and
administrative in nature). If Purchaser elects to provide a Subsequent Offering
Period, it expressly reserves the right, in its sole discretion, at any time or
from time to time, to extend the Subsequent Offering Period, not beyond a total
of 20 business days, by giving oral or written notice of such extension to the
Depositary. On the terms and subject to the conditions of the Offer, promptly
after expiration of the Offer, Purchaser will accept for payment and pay for all
Shares validly tendered during the offering period and not withdrawn pursuant to
the Offer that Purchaser is permitted to accept and pay for under applicable
law.
Purchaser will immediately accept for payment and promptly pay for all Shares as
they are tendered in any Subsequent Offering Period. Shares tendered in any
Subsequent Offering Period and accepted for payment may not be withdrawn.
Purchaser confirms that its reservation of the right to delay payment for Shares
which it has accepted for payment is limited by Rule 14e-1(c) under the Exchange
Act, which requires that a tender offeror pay the consideration offered or
return the tendered securities promptly after the termination or withdrawal of a
tender offer.
Any decision to provide a Subsequent Offering Period will be disseminated in
accordance with applicable rules, regulations and interpretations of the
Securities and Exchange Commission. Purchaser will announce the decision to
provide a Subsequent Offering Period and the approximate number and percentage
of Shares deposited as of the expiration of the offering period no later than
9:00 a.m., New York City time, on the next business day following the expiration
of the offering period, and such securities will be immediately accepted and
promptly paid for. All conditions to the Offer must be satisfied or waived prior
to the commencement of any Subsequent Offering Period.
Shares tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment pursuant to the
Offer, also may be withdrawn at any time after December 3, 2000. Except as
otherwise provided below and in Section 4 of the Offer to Purchase, tenders of
Shares made pursuant to the Offer are irrevocable. For a withdrawal of
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Shares tendered pursuant to the Offer to be effective, a written, telegraphic or
facsimile transmission notice of withdrawal must be timely received by the
Depositary at one of its addresses set forth on the back cover of the Offer to
Purchase. Any notice of withdrawal must specify the name of the person having
tendered the Shares to be withdrawn, the number of Shares to be withdrawn and
the name in which the certificates representing such Shares are registered if
different from that of the person who tendered the Shares. If certificates
evidencing Shares to be withdrawn have been delivered or otherwise identified to
the Depositary, then, prior to the physical release of such certificates, the
serial numbers shown on such certificates must be submitted to the Depositary
and, unless such Shares have been tendered for the account of an Eligible
Institution (as defined in the Offer to Purchase), the signatures on the notice
of withdrawal must be guaranteed by an Eligible Institution. If Shares have been
delivered pursuant to the procedures for book-entry transfer set forth in
Section 3 of the Offer to Purchase, any notice of withdrawal must also specify
the name and number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn Shares and otherwise comply with the Book-Entry
Transfer Facility's procedures. All questions as to the form and validity
(including time of receipt) of any notice of withdrawal will be determined by
Purchaser, in its sole discretion, which determination shall be final and
binding. None of Siemens AG, Purchaser, Parent, the Dealer Manager, the
Depositary, the Information Agent, or any other person will be under any duty to
give notification of any defects or irregularities in any notice of withdrawal
or incur any liability for failure to give such notification. Withdrawals of
tender for Shares may not be rescinded, and any Shares properly withdrawn will
be deemed not to have been validly tendered for purposes of the Offer. However,
withdrawn Shares may be re-tendered by following one of the procedures described
in Section 3 of the Offer to Purchase at any time prior to the Expiration Date.
The receipt of cash in exchange for Shares pursuant to the Offer or the Merger
will be a taxable transaction for U.S. federal income tax purposes and may also
be a taxable transaction under applicable state, local or foreign tax laws.
Stockholders should consult with their own tax advisors as to the particular tax
consequences of the Offer and the Merger to them, including the applicability
and effect of the alternative minimum tax and any state, local or foreign income
and other tax laws and of changes in such tax laws. For a more complete
description of certain U.S. federal income tax consequences of the Offer and the
Merger, see Section 5 of the Offer to Purchase.
The information required to be disclosed by Paragraph (d)(1) of Rule 14d-6 of
the General Rules and Regulations under the Exchange Act is contained in the
Offer to Purchase and is incorporated herein by reference.
The Company has provided to Purchaser its list of stockholders and security
posit ion listing for the purpose of disseminating the Offer to holders of
Shares. The Offer to Purchase, the related Letter of Transmittal and other
related materials will be mailed to record holders of Shares and will be mailed
to brokers, dealers, commercial banks, trust companies and similar persons whose
names, or the names of whose nominees, appear on the stockholder list or, if
applicable, who are listed as participants in a clearing agency's security
position listing, for subsequent transmittal to beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
Questions and requests for assistance and copies of the Offer to Purchase, the
Letter of Transmittal and all other tender offer materials may be directed to
the Information Agent or the Dealer Manager at their respective addresses and
telephone numbers set forth below, and will be furnished promptly at Purchaser's
expense. Purchaser will not pay any fees or commissions to any broker or dealer
or any other person (other than the Dealer Manager and the Information Agent)
for soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
Georgeson Shareholder Communications Inc.
17 State Street, 10th Floor
New York, New York 10004
Call Collect: (212) 440-9800 Call Toll Free: (800) 223-2064
The Dealer Manager for the Offer is:
Deutsche Banc Alex. Brown
Deutsche Bank Securities Inc.
130 Liberty Street, 33rd Floor
New York, New York 10006
Call Toll Free: (877) 305-4920
October 5, 2000
