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[Filed by Colorado MEDtech, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rules 14a-12 and 14d-9
of the Securities Exchange Act of 1934
Subject Company: Colorado MEDtech, Inc.
Commission File Number: 000-12471]
[THE FOLLOWING PRESS RELEASE IS A PRELIMINARY COMMUNICATION PRIOR TO THE
COMMENCEMENT OF AN EXCHANGE OFFER AND A PROXY SOLICITATION.]
FOR IMMEDIATE RELEASE: NEWS
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September 13, 2000 NASDAQ-CMED
COLORADO MEDTECH COMMENTS
ON HEI, INC.'S RECENT ANNOUNCEMENTS
Boulder, CO -- Colorado MEDtech, Inc. (NASDAQ: CMED) responded to the
announcements made by HEI, Inc. regarding HEI's acquisition of the Company's
shares from Anthony Fant and its intention to offer to acquire the remaining
Company shares in exchange for HEI shares. HEI's unsolicited proposal is subject
to a number of conditions and uncertainties. A letter from HEI describing its
intentions was attached to a news release issued by HEI on September 11, 2000. A
separate news release issued by HEI yesterday indicated that HEI had commenced a
lawsuit against the Company and its directors.
Stephen K. Onody, Colorado MEDtech's President and Chief Executive Officer,
said that the Company's Board of Directors and management is reviewing HEI's
announcements and proposal with the Company's advisors. The Company has not
completed its review of the complaint filed by HEI.
Mr. Onody also announced that the Company has engaged Wasserstein Perella & Co.,
a New York based investment banking firm, as its financial advisor. Wasserstein
Perella will assist the Board of Directors of the Company in its evaluation of
HEI's unsolicited approach.
Mr. Onody noted that no formal exchange offer has yet commenced. The Company
therefore requests that its shareholders await the recommendation of the Board
of Directors should HEI commence any offer for Colorado MEDtech shares.
Colorado MEDtech, Inc., through its wholly owned subsidiaries and operating
divisions, is a leading full-service provider of advanced medical products and
comprehensive outsourcing services.
Forward-Looking Statements
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The statements in this news release that are not historical facts are forward-
looking statements that represent management's beliefs and assumptions based on
currently available information.
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Forward-looking statements can be identified by the use of words such as
"believes,'' "intends,'' "may," "will,'' "should,'' "anticipated'' or comparable
terminology or by discussions of strategy. Although the Company believes that
the expectations reflected in such forward-looking statements are reasonable, it
cannot assure that these expectations will prove to be correct. Such statements
involve risks and uncertainties including, but not limited to, the risk that the
Company's existing level of orders may not be indicative of the level or trend
of future orders, the risk that the Company may not successfully complete the
work encompassed by current or future orders, the risk that unforeseen technical
or production difficulties may adversely impact project timing and financial
performance, the risk that the management changes will not produce the desired
results, the risk that acquired companies cannot be successfully integrated with
the Company's existing operations and the risk that a downturn in general
economic conditions or customer budgets may adversely affect research and
development and capital expenditure budgets of potential customers upon which
the Company is dependent. Should one or more of these risks materialize (or the
consequences of such a development worsen), or should the underlying assumptions
prove incorrect, actual results could differ materially from those forecasted or
expected. These factors are more fully described in the Company's documents
filed from time to time with the Securities and Exchange Commission. The Company
assumes no duty to update any forward-looking statements.
IF AN EXCHANGE OFFER IS COMMENCED, THE COMPANY WILL FILE A
SOLICITATION/RECOMMENDATION STATEMENT. INVESTORS AND SECURITY HOLDERS ARE
ADVISED TO READ THIS SOLICITATION/ RECOMMENDATION STATEMENT, ANY PROXY STATEMENT
TO SOLICIT PROXIES FROM THE COMPANY'S SECURITY HOLDERS AND ANY OTHER RELEVANT
DOCUMENTS TO BE FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION
WHEN THEY BECOME AVAILABLE, BECAUSE EACH OF THESE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF
THESE DOCUMENTS WHEN AVAILABLE AND OTHER DOCUMENTS FILED BY THE COMPANY WITH THE
SEC AT THE SEC'S INTERNET WEB SITE AT WWW.SEC.GOV. THESE DOCUMENTS MAY ALSO BE
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OBTAINED FREE FROM THE COMPANY BY DIRECTING SUCH REQUESTS TO: PETER J. JENSEN,
SECRETARY, COLORADO MEDTECH, INC., 6175 LONGBOW DRIVE, BOULDER, CO 80301,
TELEPHONE: (303) 530-2660.
Contact: Colorado MEDtech, Inc.
Stephen K. Onody, President and CEO
Voice: 303/530-2660
Fax: 303/581-1010
Email: [email protected]
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