SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
Thermedics Inc.
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(Name of Subject Company)
Thermedics Inc.
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(Name of Person(s) Filing Statement)
Common Stock, $.10 par value
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(Title of Class of Securities)
883901 10 0
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(CUSIP Number of Class of Securities)
Seth H. Hoogasian, Esq.
c/o Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02454-9046
(781) 622-1000
(Name, Address, and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
<PAGE>
Investor Contact: 781-622-1111
Media Contact: 781-622-1252
Thermedics Exchange Ratio Set
WALTHAM, Mass., March 8, 2000 - Thermedics Inc. (ASE-TMD) announced today that
its parent company, Thermo Electron Corporation (NYSE-TMO), has set an exchange
ratio of 0.45 shares of Thermo Electron common stock for each Thermedics share,
and is proceeding with its previously announced plan to take the company
private.
Thermo Electron expects to conduct the exchange offer for any and all
outstanding Thermedics shares held by minority shareholders during the second
quarter of 2000. Thermo Electron currently owns approximately 75.7 percent of
the outstanding shares of Thermedics common stock and will condition the
exchange offer on receiving acceptances from holders of enough shares so that,
when combined with its current share ownership, Thermo Electron's ownership
reaches at least 90 percent. If Thermo Electron achieves this
90-percent-ownership threshold, it will acquire all remaining outstanding shares
of Thermedics common stock through a "short-form" merger. In the short-form
merger, minority shareholders who do not participate in the exchange offer would
also receive 0.45 shares of Thermo Electron common stock in exchange for their
Thermedics shares.
Obligations under Thermedics' 2.88% convertible subordinated debentures
due June 1, 2003, and its 0% convertible subordinated debentures due June 1,
2003, would be assumed by Thermo Electron in the short-form merger, and the
debentures would be convertible into Thermo Electron common stock.
The exchange offer and proposed subsequent short-form merger require
Securities and Exchange Commission clearance of necessary filings; a short-form
merger would not require Thermedics board or shareholder approval.
If Thermo Electron successfully obtains ownership of at least 90 percent
of the outstanding Thermedics shares, it expects to complete the spin-in by the
end of the second quarter of 2000.
Thermedics Inc. develops, manufactures, and markets diverse product lines,
including implantable heart-assist devices and other biomedical products,
security instruments, and equipment that assures the quality of a wide variety
of consumer products and bulk materials. Thermedics is a public subsidiary of
Thermo Electron Corporation. More information is available on the Internet at
http://www.thermo.com/subsid/tmd1.html.
Other Important Information:
The exchange offer that is described in this announcement has not yet
commenced. Once the exchange offer commences, we will file a
solicitation/recommendation statement with the Securities and Exchange
Commission (SEC). You should read this document when it becomes available
because it will contain important information about the exchange offer.
You can obtain the solicitation/recommendation statement and other
documents that will be filed with the SEC for free when they are available
on the SEC's web site at http://www.sec.gov. Also, if you write us or call
us, we will send you the solicitation/recommendation statement for free
when it is available.
-more-
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You can call us at (781) 622-1111 or write to us at:
Investor Relations Department
Thermedics Inc.
81 Wyman Street, P.O. Box 9046
Waltham, MA 02454-9046
The following constitutes a "Safe Harbor" statement under the Private Securities
Litigation Reform Act of 1995: This press release contains forward-looking
statements that involve a number of risks and uncertainties. Important factors
that could cause actual results to differ materially from those indicated by
such forward-looking statements are set forth under the heading "Forward-looking
Statements" in Exhibit 13 to the company's annual report on Form 10-K for the
year ended January 2, 1999. These include risks and uncertainties relating to:
government regulation and industry standards, competition and technological
change, intellectual property rights, reimbursement by insurers for medical
procedures, medical community acceptance of medical devices, availability of
materials and components, product liability, international operations, and the
company's spinout and acquisition strategies.
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