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
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(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.
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Investor Contact: 781-622-1111
Media Contact: 781-622-1252
Thermedics to Take Public Subsidiaries Private;
Announces Thermo Electron's Proposed Exchange Offer
WOBURN, Mass., January 31, 2000 - Thermedics Inc. (ASE-TMD) announced today that
it plans to take private its Thermedics Detection Inc. and Thermo Sentron Inc.
subsidiaries. Thermedics also announced that its parent company, Thermo Electron
Corporation (NYSE-TMO), proposes to take it private. In addition, the company
announced that it will seek a buyer for its Thermo Cardiosystems Inc.
subsidiary. These actions are part of a major reorganization plan under which
Thermo Electron will spin in, spin off, and sell various businesses to focus
solely on its core measurement and detection instruments business.
Thermedics will make cash tender offers of $8.00 per share for
Thermedics Detection, and $15.50 per share for Thermo Sentron, in order to bring
its own equity ownership in each of these companies to at least 90 percent. If
successful, each of these companies would then be spun into Thermedics through a
"short-form" merger at the same cash prices as the tender offers.
Thermedics currently owns approximately 83.6 percent and 74.2 percent
of Thermedics Detection and Thermo Sentron, respectively. Thermo Electron, which
currently owns approximately 5.3 percent and 12.4 percent of Thermedics
Detection and Thermo Sentron, respectively, will tender its shares to Thermedics
in these tender offers.
Following these tender offers, Thermedics, in turn, would be taken
private. Thermo Electron has announced that it will conduct an exchange offer
for any and all of the outstanding shares of Thermedics common stock held by
minority shareholders. In the exchange offer, holders of Thermedics common stock
will receive shares of Thermo Electron common stock in exchange for their
Thermedics shares. Thermo Electron expects to announce the exchange ratio for
this transaction shortly after Thermedics conducts the tender offers for
Thermedics Detection and Thermo Sentron.
Thermo Electron, which currently owns approximately 75.7 percent of the
outstanding shares of Thermedics common stock, 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 through a short-form
merger. In the short-form merger, minority shareholders who do not participate
in the exchange offer would also receive shares of Thermo Electron common stock
in exchange for their Thermedics common stock at the same ratio.
The tender offers and exchange offer will require Securities and
Exchange Commission clearance of necessary filings; the exchange offer will
require establishment of the exchange ratio. The short-form merger would not
require Thermedics board or shareholder approval.
Thermedics plans to conduct its subsidiary tender offers during the
second quarter of 2000. If Thermedics successfully obtains ownership of at least
90 percent of the outstanding Thermo Sentron and Thermedics Detection shares, it
expects to complete these spin-ins by the end of the second quarter of 2000.
Thermo Electron plans to conduct the exchange offer for Thermedics common stock
during the
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third quarter of 2000. If Thermo Electron successfully obtains ownership of at
least 90 percent of the outstanding Thermedics shares, it expects to complete
the spin-in of Thermedics by the end of the third quarter of 2000.
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.
Upon completion of the proposed Thermedics spin-in, Thermedics' medical
equipment businesses, excluding Thermo Cardiosystems, would be contributed to a
new medical products company, which, in turn, would be spun off from Thermo
Electron as a dividend to Thermo Electron shareholders. Thermedics Detection and
Thermo Sentron will remain businesses of the new focused Thermo Electron
measurement and detection instruments company.
SALE OF THERMO CARDIOSYSTEMS
Thermedics has also announced that it will seek a buyer for Thermo
Cardiosystems. Thermo Electron and Thermedics have concluded that Thermo
Cardiosystems would better prosper as part of another organization providing
greater focus, resources, and targeted marketing strength.
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 TENDER OFFERS DESCRIBED IN THIS ANNOUNCEMENT FOR THE OUTSTANDING SHARES OF
THERMEDICS DETECTION AND THERMO SENTRON COMMON STOCK HAVE NOT YET COMMENCED. AS
SOON AS THE TENDER OFFERS COMMENCE, WE WILL FILE TENDER OFFER STATEMENTS WITH
THE SECURITIES AND EXCHANGE COMMISSION. YOU SHOULD READ THE TENDER OFFER
STATEMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE TENDER OFFERS. YOU CAN OBTAIN THE TENDER OFFER STATEMENTS
AND OTHER DOCUMENTS THAT ARE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
FOR FREE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEB SITE AT
http://www.sec.gov. IF YOU WRITE US OR CALL US, WE WILL SEND YOU THESE DOCUMENTS
FOR FREE WHEN THEY ARE AVAILABLE:
* TENDER OFFER STATEMENTS (EXCEPT FOR EXHIBITS)
* OFFERS TO PURCHASE
* LETTERS OF TRANSMITTAL
* NOTICES OF GUARANTEED DELIVERY
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
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THE EXCHANGE OFFER BY THERMO ELECTRON FOR OUR COMMON STOCK 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. 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 SECURITIES AND EXCHANGE COMMISSION FOR FREE WHEN THEY ARE
AVAILABLE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEB SITE AT
http://www.sec.gov. ALSO, IF YOU WRITE US OR CALL US AT THE ABOVE ADDRESS AND
PHONE NUMBER, WE WILL SEND YOU THE SOLICITATION/RECOMMENDATION STATEMENT FOR
FREE WHEN IT IS AVAILABLE.
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, the
company's spinout and acquisition strategies, and the potential impact of the
year 2000 on processing date-sensitive information.
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