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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
MDT CORPORATION
(Name of Subject Company)
MDT CORPORATION
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $1.25 PER SHARE,
INCLUDING THE ASSOCIATED
COMMON STOCK PURCHASE RIGHTS
(Title of Class of Securities)
552687 10 5
(CUSIP Number of Class of Securities)
J. MILES BRANAGAN
CHIEF EXECUTIVE OFFICER
MDT CORPORATION
STRATFORD HALL
SUITE 200
1009 SLATER ROAD
DURHAM, NORTH CAROLINA 27703
(919) 941-9745
(Name, address and telephone
number of person authorized to
receive notice and communications on
behalf of the person filing statement)
with a copy to:
C. JAMES LEVIN
O'MELVENY & MYERS
400 SOUTH HOPE STREET
15TH FLOOR
LOS ANGELES, CALIFORNIA 90071
(213) 669-6000
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This Amendment No. 2 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (as may be amended from time to time, the "Schedule
14D-9") filed on May 17, 1996 by MDT Corporation, a Delaware corporation (the
"Company"), with the Securities and Exchange Commission (the "Commission"), as
amended by Amendment No. 1 to Schedule 14D-9 filed on June 7, 1996 by MDT with
the Commission, relating to the tender offer (the "Offer") by Getinge
Acquisition Corp., a Delaware corporation (the "Bidder") and an indirect wholly-
owned subsidiary of Getinge Industrier AB (publ), a corporation organized under
the laws of Sweden ("Getinge"), disclosed in a Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1"), dated May 17, 1996, for all outstanding
shares of Common Stock, par value $1.25 per share, of the Company (the
"Shares"), including the associated Common Stock Purchase Rights (the "Rights"),
for a per Share consideration of $4.50 net in cash to the seller, upon the terms
and subject to the conditions set forth in the Agreement and Plan of Merger,
dated as of May 12, 1996 (the "Merger Agreement"), among Getinge, the Bidder and
the Company.
All capitalized terms used herein but not otherwise defined herein shall
have the meanings ascribed thereto in the Schedule 14D-9. In connection with
the foregoing, the Company is hereby amending the Schedule 14D-9 as follows:
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is amended and supplemented to add the following information:
On June 13, 1996, the Company issued a press release, a copy of which is
attached hereto as Exhibit (d)(1) and incorporated herein by reference in its
entirety.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is amended and supplemented to add the following exhibits which are
filed herewith:
(d)(1) Press Release issued by the Company on June 13, 1996.
(d)(2) Letter dated June 7, 1996, from MEDAES, Incorporated.
(d)(3) Letter dated June 7, 1996 from Cyclopss Corporation.
(d)(4) Letter dated June 3, 1996 from Blackstone Ultrasonics.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: June 13, 1996 MDT CORPORATION
By: /s/ J. Miles Branagan
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Name: J. Miles Branagan
Title: President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Exhibit
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99.D1 Press Release issued by the Company on June 13, 1996.
99.D2 Letter dated June 7, 1996, from MEDAES, Incorporated.
99.D3 Letter dated June 7, 1996, from Cyclopss Corporation.
99.D4 Letter dated June 3, 1996 from Blackstone Ultrasonics.
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EXHIBIT 99.D1
[MDT CORPORATION LETTERHEAD]
NEWS RELEASE
For Additional Information contact:
J. Miles Branagan or Thomas Hein at (919) 941-9745
FOR RELEASE AT 8:30 A.M. EASTERN TIME,
JUNE 13, 1996
DURHAM, NORTH CAROLINA
MDT CORPORATION RECEIVES CONTACTS FROM
VARIOUS PARTIES REGARDING POSSIBLE TRANSACTIONS
MDT Corporation (NASDAQ: MDTC) announced today that it has received contacts
from various parties regarding possible alternative transactions involving the
Company, although none of these contacts included a formal offer or proposal.
The Company announced on May 12, 1996, that it had entered into a merger
agreement with Getinge Industrier AB, a Swedish manufacturer of hospital and
scientific equipment. Getinge has since commenced a tender offer for all
outstanding shares of the Company's common stock for a cash price of $4.50 per
share.
The Company said that contacts have been received from each of MEDAES
Incorporated (a privately-owned manufacturer and supplier of piped medical gas
delivery systems and medical air and vacuum and modular headwall products based
in Norcross, Georgia) and Cyclopss Corporation (a developer of sterilization,
disinfection and sanitization equipment which is based in Salt Lake City, Utah
and whose shares are traded on NASDAQ under the symbol "OZNE"). In addition, one
of the Company's shareholders forwarded to the Company an inquiry which the
shareholder received from Blackstone Ultrasonics, a privately-owned manufacturer
of medical and industrial cleaning systems based in Jamestown, New York. The
Company also received a telephonic inquiry from Cybersonics Inc., a manufacturer
of medical products which is also based in Jamestown, New York, and which the
Company believes is owned by or otherwise affiliated with Blackstone
Ultrasonics. Copies of the written contacts
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received from the various parties have been filed as exhibits to the Company's
Securities and Exchange Commission filings.
The Company emphasized that none of these contacts contained a formal offer or
proposal, and that no assurances can be given regarding the receipt of any such
offers or proposals in the future. However, as requested by MEDAES, the
Company's board of directors has authorized the Company's representatives to
meet with representatives of MEDAES. If any offers or proposals are received by
the Company, they will be evaluated by the Company's board of directors in
accordance with the terms of the merger agreement with Getinge.
MDT Corporation is a leading developer and manufacturer of sterility assurance
systems and examining and operatory equipment, including related accessories and
consumables, which it sells in the worldwide health care and scientific markets.
The Company also provides service and distributes parts for its products in
those markets through its Service Centers, domestic and foreign.
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EXHIBIT 99.D2
[LETTERHEAD OF MEDAES]
June 7, 1996
415/274-5382 213/669-6407
VIA FACSIMILE VIA FACSIMILE
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Mr. Ted Breck Mr. C. James Levin
Lehman Brothers O'Melveny & Myers
One Montgomery Street/24 400 South Hope Street
San Francisco, California 94104 Los Angeles, California 90071
Gentlemen:
MEDAES, Inc. ("MEDAES") is aware of the decision by the Board of Directors of
MDT Corporation ("MDT") to seek a purchaser of MDT. We are also aware that,
pursuant to this decision, the Board of Directors has approved a proposed merger
with Getinge Industries AB in which shareholders of MDT would receive $4.50 in
cash per share in exchange for their shares of MDT. Our information is derived
from publicly available information.
MEDAES is highly interested in acquiring MDT. Subject to our meeting with
representatives of MDT and the Special Committee of its Board of Directors to
discuss this matter, MEDAES will be prepared to acquire MDT for consideration
per share of MDT which MEDAES believes is substantially greater than the per
share consideration to be received by the shareholders of MDT in the proposed
merger.
We believe that the Board of Directors of MDT has a fiduciary responsibility to
consider the MEDAES offer, and we would be pleased to schedule a meeting at your
earliest convenience to discuss the details of our offer. Please contact the
undersigned as soon as possible to arrange a mutually agreeable time for a
meeting.
MEDAES is a corporation formed in 1994 to acquire Medical Engineering Systems
business of Ohmeda Inc. Its principal is CGW Southeast Partners which is the
largest risk capital firm located in the Southeastern United States.
We are prepared to conclude this transaction as quickly as possible. We look
forward to meeting with you.
Sincerely,
/s/ David D. Seem
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David D. Seem
Chief Operating Officer
DDS/tac
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EXHIBIT 99.D3
[LETTERHEAD OF CYCLOPSS CORPORATION]
Mr. J. Miles Branagan, Pres.
The Board of Directors
MDT CORP.
1009 Stratford Hall Suite 200
Durham, North Carolina 27703
June 7, 1996
Gentlemen,
I have been following the events and performance of MDT since the mutual
introduction of our companys a number of years ago. Although we were unable to
make any progress at establishing a relationship at that time, I have continued
to monitor the activities of your company.
I am relatively sure that MDT, on the other hand, has not been following
our activities and/or the progress realized by CYCLOPSS in the successful
development of several replacement sterilization, disinfection and sanitization
technologies. These systems and products have been developed in response to the
needs of our mutual customer, the medical and healthcare marketplace. These
proprietary technologies with proven significant economic benefit provide the
additional advantage of being environmentally benign.
CYCLOPSS has also been fortunate in attracting investor capital when needed
from sources aware that "old line" sterilizer manufacturers, such as MDT, have
made little progress addressing the needs and requirements of our mutual
marketplace for replacement technologies.
The purpose of my ongoing interest in MDT's activities was in anticipation
of a point in time wherein the historically unapproachable MDT would find itself
more alert to the market potentials and product enhancements available via the
formation of a strategic alliance with a new technology company such as
CYCLOPSS. With the disclosure of the STERIS/AMSCO merger, I felt the time had
come for MDT to be aggressively seeking new technology opportunities.
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Page 2
I was, therefore, surprised not only by the terms of the tender offer
proffered by Getinge, but more by the realization that management supports such
an offer. Even a cursory review of the financial information in the public
documents raises questions, in our estimation, as to the "fairness" of the
offer. I realize that we are without the benefit of an in-depth due diligence,
but notwithstanding, we are of the opinion there is greater shareholder value
than is represented by the GETINGE offer.
The purpose of this correspondence is to notify you of the intent of
CYCLOPSS CORPORATION's endeavor to construct and to proffer an alternative which
we believe would provide short term share appreciation and long term growth for
the shareholders of both MDT CORP and CYCLOPSS.
It is or [sic] conclusion that effective management of the strengths,
assets, world-wide infrastructure and credibility of MDT, revitalized by the
successful integration and commercialization of the outstanding proprietary
technologies of CYCLOPSS CORPORATION, can provide enhanced opportunity to our
mutual shareholders.
The anticipated offer will incorporate a replacement team of experienced
turn-around crisis management personalities, with known talents and track
records respected by the financial community, augmented by the entrepreneurial
contributions of certain CYCLOPSS management.
CYCLOPSS is currently mobilizing several investment bankers and corporate
advisors in order to position the requisite financing pursuant to our intended
plan, as well as to assure ongoing access to, and support by, the capital
markets in substantiating our intended offer.
It is our intent to be timely in the comprehensive presentation of this
potential shareholder alternative.
Sincerely
/s/ William R. Stoddard
William R. Stoddard
President
cc:
The Board of Directors, CYCLOPSS
Ted Breck, Lehman Brothers
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EXHIBIT 99.D4
[LETTERHEAD OF BLACKSTONE ULTRASONICS]
June 3, 1996
Andrew E. Shapiro
President
Lawndale Capital Management, LLC
One Sansome Street, Suite 3900
San Francisco, California 94104
Dear Mr. Shapiro:
I applaud your recent letter to the board of MDT Corp. This company
obviously deserves a much higher valuation.
Over the past few months, my colleagues and I have discussed assembling a
team to take MDT private, turn it around over 2-3 years and then going public
with an IPO. We've been in touch with some managers at MDT as well as ex-Amsco
executives who have the ability and experience to effect a turnaround. On advice
from a member of MDT's management team we had called Mr. Chuck French who is on
their board to see if the company would be interested in entertaining a friendly
takeover and anticipated a price for an excess of the $4.50/share announced. Mr.
French did not respond after our initial call.
Although our combined holdings of MDT stock are relatively small we join
you in opposing this sale. If Lawndale is interested in supporting a takeover we
should hold further discussions.
Yours sincerely,
/s/ Geoff Bond
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Geoff Bond
President
GB/dm
