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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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<TABLE>
<S> <C>
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Only (as permitted by Rule 14a-6(e)(2))
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[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Healthdyne Technologies, Inc.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
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M. WAYNE BOYLSTON
APRIL 2, 1997
(770) 499-1212
Marietta, Georgia, April 2,1997---Healthdyne Technologies, Inc.
(Nasdaq: HDTC) today announced that its Board of Directors has voted unanimously
to recommend that shareholders reject the revised unsolicited tender offer by
Invacare Corporation and that shareholders not tender any of their shares
pursuant to the offer. The Board also confirmed its previous determination that
a sale of the Company at this time is not in the best interests of the Company
or its shareholders.
In recommending that shareholders reject the revised offer of $13.50
per share, the Company's Board once again considered a variety of factors,
including the opinion of Cowen & Company that the slightly increased price
offered by Invacare is still grossly inadequate, the nature of the markets in
which the Company competes, the Company's future business and financial
prospects, and the Board's familiarity with the financial condition, business
opportunities, and current strategies of the Company.
Parker H. Petit, Chairman of the Board stated, "Apparently Mr. Mixon,
Invacare's Chairman, still believes he can confuse our shareholders and avoid
the central issue which is his bargain offer versus the true intrinsic value of
the Company. Invacare's offer is still lower than prices at which our stock has
traded in the last year. We also believe Invacare's tactic of spreading
misinformation is a disservice to all our shareholders and is a self serving
tactic. Although we had hoped to avoid the expense of a proxy contest,
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that now appears unavoidable. We are confident that our shareholders will
support our Board and management and endorse the progress the company is
making."
"We are surprised that Mr. Mixon has resorted to insinuations
concerning our first quarter financial results that are false, insulting, and
self-serving. We expect these results to be excellent, driven by strong revenue
growth from our new products that should continue throughout the year and
beyond. We believe Mr. Mixon's manipulative attempt to cast doubt on the quality
of our earnings may be intended to induce some of our shareholders to tender at
this grossly inadequate price. We are disappointed that Invacare is attempting
to mislead our shareholders. We are confident in our ability to execute our
strategic plan and demonstrate superior shareholder value."
The Company stated that its 1997 annual meeting has not yet been
scheduled, but that the Company is complying with all legal requirements
regarding the scheduling of the meeting. Mr. Petit said, "We simply will not
allow Invacare to dictate the timetable of the annual shareholders meeting to
suit its own objective, which is to buy Healthdyne Technologies at a bargain
price. It is clear that Invacare wants to force an early meeting before our
shareholders have an opportunity to evaluate the Company's progress--progress
which we believe will further demonstrate that Invacare's offer does not reflect
the true value of the Company."
A copy of a letter from Mr. Petit to Mr. Mixon is attached.
Healthdyne Technologies designs, manufactures and markets
technologically advanced medical devices for use in the home, as well as other
specialized clinical settings. The Company's products include diagnostic and
therapeutic devices for the evaluation and treatment of sleep disorders,
non-invasive ventilators, oxygen
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concentrators and medication nebulizers for the treatment of respiratory
disorders, monitors for infants at risk of SIDS, and products for asthma
management.
This press release contains forward-looking statements that involve
risks and uncertainties, including developments in the healthcare industry,
development and introduction of new products on a timely basis, favorable
resolution of intellectual property matters, third-party reimbursement policies
and practices and regulatory requirements affecting the approval and sale of
medical devices, as well as other risks detailed from time to time in the
Company's reports filed with the Securities and Exchange Commission, including
its Reports on Form 10-K, 8-K, and 10-Q.
Besides Healthdyne Technologies, other participants in any proxy
solicitation by Healthdyne Technologies in connection with its 1997 annual
meeting may include the following directors and executive officers of Healthdyne
Technologies: Parker H. Petit, Chairman of the Board; Craig B. Reynolds,
President, Chief Executive Officer and Director; J. Terry Dewberry, Director;
Alexander H. Lorch, Director; J. Leland Strange, Director; James J. Wellman,
M.D., Director; J. Paul Yokubinas, Director; Robert M. Johnson, Senior Vice
President - Business Development; John L. Miclot, Senior Vice President - Sales
and Marketing; Robert E. Tucker, Senior Vice President - Operations; M. Wayne
Boylston, Vice President - Finance, Chief Financial Officer and Treasurer;
Leslie R. Jones, Vice President, General Counsel and Secretary; and Jeffrey A.
North, Corporate Controller. The above-referenced individuals beneficially own
an aggregate of 1,513,729 shares of Healthdyne Technologies' common stock.
Healthdyne Technologies has retained Morrow & Co., to act as information agent
in connection with the Invacare offer for customary fees. Although Cowen &
Company ("Cowen"), which is
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acting as financial advisor to Healthdyne Technologies in connection with the
Invacare offer, does not admit that it or any of its directors, officers,
employees or affiliates is a "participant", as defined in Schedule 14A
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, or that such Schedule 14A requires the
disclosure of certain information concerning them, the following employees of
Cowen may assist Healthdyne Technologies in such a solicitation: Rob Valdez
(Managing Director) and Ned Brown (Managing Director). Cowen will receive
customary financial advisor fees, reimbursement and indemnification from
Healthdyne Technologies in connection with the Invacare offer. Cowen will not
receive any additional fee for or in connection with assisting in any
solicitation of proxies. Cowen engages in a full range of investment banking,
research, sales, trading, market-making, brokerage, asset management and
correspondent clearing services for institutional and individual clients. In the
ordinary course of its business, Cowen maintains customary arrangements and
effects transactions in the securities of Healthdyne Technologies for the
accounts of it s customers. As a result of its engagement by Healthdyne
Technologies, Cowen has restricted its proprietary trading in the securities of
Healthdyne Technologies (although it may still execute trades for customers on
an unsolicited agency basis).
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April 2, 1997
Mr. A. Malachi Mixon, III
Chairman and Chief Executive Officer
Invacare Corporation
899 Cleveland Street
Elyria, Ohio 44036
Dear Mr. Mixon:
By now you should have seen the Healthdyne Technologies announcement
that our Board of Directors has unanimously rejected Invacare's latest offer of
$13.50 per share. The Board was advised by Cowen & Company that the offer is
still grossly inadequate.
I cannot fathom how you could believe that a 50c. per share increase in
your bargain price offer would change our Board's position and encourage us to
negotiate with you. This nominal price increase and your letter of March 31st
are further evidence of your objective to attempt to acquire the Company at a
price lower than its intrinsic value.
In order to set the record straight, I further respond to your
misleading and self-serving comments in your letter of March 31st as follows:
First, as to Healthdyne Technologies' first quarter, we expect the
results to be excellent, driven by strong revenue growth from
our new products that should continue throughout this year and beyond.
Second, you should understand how a company with proprietary high
technology and higher intrinsic growth rates in revenues and earnings
can command a higher price/earnings multiple than a lower growth and
low-tech company. We expect to meet or exceed analysts'
forecasts for the first quarter, and we expect our stock to be valued
in excess of your latest offer. In spite of your high regard for
Invacare, we note that your stock is now at a 52 week low and is
trading at the same price as it was approximately 18 months ago.
Third, I agree that we should avoid any further waste of time and money
on legal maneuvers. Therefore, I suggest that you drop your litigation
to invalidate Georgia's shareholder protection statutes and the
Healthdyne Technologies shareholder rights plan. You know that our
rights plan and the Georgia statutes are valid and that your lawsuit
is simply part of your public relations campaign.
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Fourth, Healthdyne Technologies is complying with all legal
requirements regarding the scheduling of the 1997 annual meeting of
shareholders. I know that you want the meeting to be held immediately
so that our shareholders will not have the benefit of knowing the
Company's progress--progress which we believe will further demonstrate
that your offer is grossly inadequate. We simply will not allow you to
dictate the timetable to suit your own objective which is to buy
Healthdyne Technologies at a bargain price.
Our Board and the majority of our shareholders have told you that they
want to increase our shareholder values in a different way than you propose. I
am certain that does not meet your and Invacare's needs to make a major
acquisition to support the continuation of your earnings growth.
Finally, we will compete with you in a proxy contest in order to bring
this matter to the right conclusion for our shareholders.
Sincerely yours,
/s/Parker H. Petit
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Parker H. Petit
Chairman of the Board
