SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Metrika Systems Corporation
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(Name of Subject Company (Issuer))
Thermo Instrument Systems Inc. (Offeror)
Thermo Electron Corporation (Affiliate of Offeror)
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(Names of Filing Persons (Identifying Status as Offeror, Issuer
or Other Person))
Common Stock, $.01 par value
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(Title of Class of Securities)
59159M 10 6
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(CUSIP Number of Class of Securities)
Seth H. Hoogasian, Esq.
General Counsel
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 Filing Persons)
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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Filing relates solely to preliminary communications made None.
before the commencement of a tender offer.
- - - - ----------------------------------------------------------- --------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: _____________
Form or Registration No.: _____________
Filing Party: ________________________
Date Filed: _________________________
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
<PAGE>
PRESS RELEASE:
Investor Contact: 781-622-1111
Media Contact: 781-622-1252
Thermo Instrument to Take Additional Public Subsidiaries Private;
Announces Thermo Electron's Proposed Exchange Offer
WALTHAM, Mass., January 31, 2000 - Thermo Instrument Systems Inc. (ASE-THI)
announced today that it plans to take private Thermo Optek Corporation,
ThermoQuest Corporation, Thermo BioAnalysis Corporation, Metrika Systems
Corporation, and ONIX Systems Inc. In addition, Thermo Instrument announced that
its parent company, Thermo Electron Corporation (NYSE-TMO), plans to take it
private. 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.
Because Thermo Instrument currently owns more than 90 percent of the
outstanding shares of Thermo Optek and ThermoQuest common stock, these two
companies are expected to be spun in for cash through a "short-form" merger, at
$15.00 and $17.00 per share, respectively.
In addition, Thermo Instrument will make cash tender offers of $28.00
per share for Thermo BioAnalysis, $9.00 per share for Metrika Systems, and $9.00
per share for ONIX Systems, 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 Thermo Instrument through a short-form merger
at the same cash prices as the tender offers.
Thermo Instrument currently owns approximately 67.3 percent, 70.5
percent, and 80.3 percent of the outstanding shares of Thermo BioAnalysis,
Metrika Systems, and ONIX Systems common stock, respectively. Thermo Electron,
which currently owns approximately 20.8 percent, 8.5 percent, and 2.1 percent of
the outstanding shares of Thermo BioAnalysis, Metrika Systems, and ONIX Systems
common stock, respectively, will tender its shares to Thermo Instrument in these
tender offers.
Following these tender offers, Thermo Instrument, in turn, would be
taken private. Thermo Electron has announced that it plans to conduct an
exchange offer for any and all of the outstanding shares of Thermo Instrument
common stock held by minority shareholders. In the exchange offer, holders of
Thermo Instrument common stock would receive shares of Thermo Electron common
stock in exchange for their Thermo Instrument shares. Thermo Electron expects to
announce the exchange ratio for this transaction shortly after Thermo Instrument
conducts the tender offers for Thermo BioAnalysis, Metrika Systems, and ONIX
Systems.
Thermo Electron, which currently owns approximately 87.8 percent of the
outstanding shares of Thermo Instrument 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 Thermo Instrument 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 Thermo
Instrument 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
-more-
<PAGE>
merger would not require Thermo Instrument board or shareholder approval. In
addition, depending on the exchange ratio that is set and the number of Thermo
Electron shares outstanding at the time of the transaction, the issuance of
Thermo Electron common stock in the Thermo Instrument spin-in may require
approval of Thermo Electron's shareholders, according to New York Stock Exchange
rules.
Thermo Instrument plans to conduct its subsidiary tender offers during
the second quarter of 2000. If Thermo Instrument successfully obtains ownership
of at least 90 percent of the outstanding Thermo BioAnalysis, Metrika Systems,
and ONIX Systems shares, it expects to complete these spin-ins by the end of the
second quarter of 2000. The Thermo Optek and ThermoQuest transactions are also
expected to be completed by the end of the second quarter of 2000. Thermo
Electron plans to conduct the exchange offer for Thermo Instrument's common
stock during the third quarter of 2000. If Thermo Electron successfully obtains
ownership of at least 90 percent of the outstanding Thermo Instrument shares, it
expects to complete the spin-in of Thermo Instrument by the end of the third
quarter of 2000.
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.
Spectra-Physics Lasers, Inc., acquired indirectly by Thermo Instrument
as part of its February 1999 acquisition of Spectra-Physics AB, will remain a
public subsidiary while Thermo Instrument and Thermo Electron continue to
evaluate the Spectra-Physics Lasers business. Thermo Instrument owns
approximately 80.4 percent of the outstanding shares of Spectra-Physics Lasers
common stock.
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. More information is
available on the Internet at http://www.thermo.com/subsid/thi1.html.
OTHER IMPORTANT INFORMATION:
THE TENDER OFFERS DESCRIBED IN THIS ANNOUNCEMENT FOR THE OUTSTANDING SHARES OF
THERMO BIOANALYSIS, METRIKA SYSTEMS, AND ONIX SYSTEMS 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
-more-
<PAGE>
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 EXCHANGE OFFER BY THERMO ELECTRON FOR OUR COMMON STOCK 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:
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, and the potential
impact of the year 2000 on processing date-sensitive information.
<PAGE>
SCRIPT:
Talking Points for Conference Call, January 31, 2000
We are announcing today a bold plan to deliver shareholder value by splitting
the company into three independent entities - vastly simplify Thermo Electron
There are three components:
1. Spinning in almost all remaining public subsidiaries
2. Spinning off to shareholders two companies: Thermo Fibertek and newly
created Medical Products company
3. Selling businesses with approximately $1.2 billion in revenues
Ultimately - when all is said and done - Thermo Electron will become ONE
integrated, publicly traded company
- TMO shareholders should have added value by owning three entirely
independent and separate companies:
Each focused on its own customers and markets
Each with strong competitive positions in the markets they address
Each with solid growth prospects
- Spin-ins and spinoffs will eliminate structural complexity - easier
for both shareholders and managers
- TMO will focus solely on core measurement and detection business
- Divestitures will generate significant cash to support aggressive
growth plans for the measurement and detection instruments business
- fund internal growth and acquisitions
- Goal is to become pre-eminent global instrument company
- Emerge as one highly integrated company
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<PAGE>
This plan is result of six months of complete review of Thermo's operations
with help of McKinsey, J.P. Morgan, and the Beacon Group:
- Everything was on table in review of our businesses - we considered
every major alternative
- Our sole objective: create value for shareholders - this one, by far,
will offer the most value to shareholders
Timeframe:
- We recognize speed is very important - so we are proceeding on an
accelerated basis
- We have outlined in this plan definitive time frames and definitive
steps
Spin-ins:
- Essentially completed: 9 of the 12 transactions announced in May
- Today we have announced the terms for the 3 remaining deals pending
from May
- As well as 7 new spin-ins
- We announced terms for 8 spin-ins this morning - 7 cash and 1 stock
- Our goal is to complete 7 cash spin-ins in Q2 - and to complete other
3 spin-ins in Q3
2
<PAGE>
Spin-offs:
- We are announcing the spin-off of Fibertek/Fibergen and a new Medical
Products company, created by combining many of our existing businesses
- Need favorable letter ruling from IRS - Had a positive meeting with
IRS to review our plans
- Time frame largely dictated by IRS: expect to complete spinoffs late
2000 or early 2001
Divestitures:
- We are announcing divestitures of businesses with revenues of $1.2
billion
- We expect these divestitures to generate proceeds of approximately $1
billion
- Already generated approximately $180 million in pretax proceeds from
divestitures we've completed since May
- Starting to work immediately on new divestitures and expect to
complete deals within one year - some already underway
- Selling many excellent businesses (e.g. Cardio and Retec) that have
strong prospects but will fit better with more strategically aligned
owner
Thermo Ecotek
- Committed to spin-in, but under new focused strategy, no longer a core
business. Continuing to evaluate strategic options
- Ecotek will proceed with its ongoing power projects using its own
resources to fund development
3
<PAGE>
Thermo Electron shareholders will own shares in three strong, independent
companies:
Fibertek
- Almost $250 million in revenues with strong core business addressing
paper industry and exciting Fibergen new venture focusing on
fiber-based composite materials
- Core business excellent bookings Q3+Q4, and rebounding from slump in
paper market
- Better able to raise capital to expand into other industries with
separation technology
- Large upside potential with Fibergen's new fiber-based composite
materials. Fibergen just starting to sell its new plastic wood
product. Fibergen has proprietary process to create competitive
product with very strong specs that addresses large potential market.
Medical Products company
- Approximately $350 million in revenues consisting mostly of
respiratory and pulmonary care, as well as in neurodiagnostic and
patient monitoring businesses.
- Strong niche positions - #1 in neurodiagnostic and monitoring
equipment (lots of potential with new trend toward telemedicine and
remote monitoring) and #2 in respiratory and pulmonary care products,
highly profitable businesses
- Now will be managed for higher revenue growth
- Started search for CEO with strong medical products industry
background
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<PAGE>
The New Thermo Electron - Measurement and Detection Instruments
- Roughly $2.5 billion company with strong position in many markets it
addresses
- If you look at the current market valuation of our instruments
business compared to our principal competitors, you will see that we
are substantially undervalued
- Strong growth prospects, particularly in our businesses that serve
customers in life sciences and telecommunication industries.
- We plan to invest significant resources in expanding these two areas -
through internal R&D, strategic partnerships, and complementary
acquisitions
- And we will have the money to do it - nearly a billion dollars from
divestitures
Thermo Electron vision is very clear and straightforward:
To channel ALL our resources - financial, human, and technological - to become
the preeminent provider of measurement and detection instruments in exciting
markets, such as life sciences and telecommunications
- Thermo Electron tradition of product innovation and excellence
continues
- Our mission remains the same: use technology to solve society's
pressing problems by identifying and bringing new technologies to the
marketplace and providing superior value to our customers
- Renewed focus on growth - with an emphasis on internal growth
Thermo Electron is poised to deliver value to shareholders, employees, and
customers - We're very excited about this plan and have already hit the ground
running
OTHER IMPORTANT INFORMATION:
THE TENDER OFFERS DESCRIBED IN THIS ANNOUNCEMENT FOR THE OUTSTANDING SHARES OF
THERMO BIOANALYSIS, METRIKA SYSTEMS, AND ONIX SYSTEMS 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
THERMO INSTRUMENT SYSTEMS INC.
81 WYMAN STREET, P.O. BOX 9046
WALTHAM, MA 02454-9046
THE EXCHANGE OFFER BY THERMO ELECTRON FOR OUR COMMON STOCK 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.
5
