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Exhibit (a)(10)
For more information contact:
Welch Allyn, Inc. For Immediate Release
4341 State Street Road
Skaneateles Falls, NY 13153
Jean Vincent, (315) 685-3696
[email protected]
Welch Allyn, Inc. Announces Extension of the Pending Tender
Offer for Shares of Protocol Systems, Inc. and Provision of a Subsequent
Offering Period.
Skaneateles Falls, NY -- July 6, 2000 -- Welch Allyn, Inc., a
privately-held company, today announced the extension of the pending cash tender
offer by Welch Allyn Acquisition Corporation, a wholly-owned subsidiary of Welch
Allyn, Inc., for all of the outstanding shares of common stock of Protocol
Systems, Inc. (NASDAQ: PCOL). The tender offer, which was previously scheduled
to expire at 12:00 midnight, New York City time, on Wednesday, July 5, 2000, is
now scheduled to expire at 12:00 midnight, New York City time, on
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Wednesday, July 12, 2000, unless the offer is further extended. If the tender
offer is successful, shares validly tendered and not withdrawn prior to the
extended expiration of the tender offer on July 12, 2000 will be accepted for
payment as soon as practicable, as provided in the Offer to Purchase described
below.
The offer is being extended by agreement of Welch Allyn and
Protocol to provide for notice of a subsequent offering period of 15 business
days pursuant to Rule 14d-11, promulgated under the Securities Exchange Act of
1934, as amended. The subsequent offering period will commence on July 13, 2000,
immediately after expiration of the extended tender offer, and remain open until
midnight, New York City, time, on Wednesday, August 2, 2000. Welch Allyn
Acquisition Corporation will immediately accept and promptly pay $16.00 per
share, net to the seller in cash, without interest thereon, for all shares of
Protocol common stock as they are tendered during the subsequent offering
period. No withdrawal rights will be available to the tendering shareholders
during the subsequent offering period. Tender of shares during the subsequent
offering period must be in accordance with the procedures set forth in the Offer
to Purchase.
At 12:00 midnight, New York City time, on Wednesday, July 5,
2000, the time of the previously scheduled initial expiration of the tender
offer, approximately 7.7 million shares (or 94% of the outstanding shares) of
Protocol common stock were validly tendered and not withdrawn. In addition, at
that time, ChaseMellon Shareholder Services, the Depositary for the offer, had
received Notices of Guaranteed Delivery with respect to approximately 14
thousand shares (or 0.2% of the outstanding shares) of Protocol common stock.
This press release does not constitute an offer to purchase or
a solicitation of an offer to sell securities, nor a recommendation with respect
to any such offer. The complete terms and conditions of the tender offer are set
forth in the Offer to Purchase, dated June 7, 2000, and
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the related Letter of Transmittal, and the Solicitation/recommendation of
Protocol Systems, Inc. is set forth in its Solicitation/Recommendation Statement
on Schedule 14D-9, dated June 7, 2000. Each of the foregoing documents was filed
with the Securities and Exchange Commission (SEC), and mailed to the
shareholders of Protocol Systems, Inc., on June 7, 2000. These documents may be
obtained free of charge at the SEC's web site at www.sec.gov. You may also
obtain a copy of these documents free of charge from ChaseMellon Shareholder
Services, the Information Agent for the tender offer, by calling toll-free (888)
509-7936.
Protocol Systems, Inc. designs, manufactures and markets
mission-critical flexible monitoring solutions that improve patient care and
lower healthcare operating costs. Protocol uses innovative computer and software
technologies to provide vital patient data and connect clinicians with mobile
patients via workstations, wireless devices and the Internet. Protocol is based
in Beaverton, Ore. and its products are available in more than 90 countries
around the world.
Welch Allyn, Inc. was founded in 1915 and is today a leading
manufacturer and marketer of innovative medical and dental diagnostic equipment
and miniature precision lamps. Headquartered in Skaneateles Falls, New York,
USA, Welch Allyn, Inc. has more than 1,800 employees and numerous manufacturing,
sales, and distribution facilities located throughout the world.
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