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
Thermo Instrument Systems Inc.
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(Name of Subject Company)
Thermo Instrument Systems 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)
883559 10 6
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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
Thermo Instrument Systems Exchange Ratio Set
WALTHAM, Mass., March 8, 2000 - Thermo Instrument Systems Inc. (ASE-THI)
announced today that its parent company, Thermo Electron Corporation (NYSE-TMO),
has set an exchange ratio of 0.85 shares of Thermo Electron common stock for
each Thermo Instrument 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 Thermo Instrument shares held by minority shareholders during the
second quarter of 2000. Thermo Electron currently owns approximately 88.7
percent of the outstanding shares of Thermo Instrument 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 Thermo Instrument 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 0.85 shares of Thermo Electron common stock in exchange
for their Thermo Instrument shares.
Obligations under Thermo Instrument's 4% convertible subordinated
debentures due January 15, 2005, and its 4 1/2% convertible senior debentures
due October 15, 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 Thermo Instrument board or shareholder approval.
If Thermo Electron successfully obtains ownership of at least 90 percent of
the outstanding Thermo Instrument shares, it expects to complete the spin-in by
the end of the second quarter of 2000.
Thermo Instrument Systems Inc. is a leading provider of analytical
instruments used to identify complex chemical compounds, toxic metals, and other
elements in a broad range of liquids and solids. The company also develops and
manufactures instruments used to monitor radioactivity and air pollution; life
science instruments and consumables; and imaging, inspection, measurement, and
control instruments for various industrial processes. Thermo Instrument Systems
is a public subsidiary of Thermo Electron Corporation. More information is
available on the Internet at http://www.thermo.com/subsid/thi1.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
Thermo Instrument Systems 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:
the company's acquisition and spinout strategies, competition and technological
change, intellectual property rights and litigation, dependence on certain key
industries and international operations, possible changes in governmental
regulations, capital spending and government funding policies.
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