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HEALTHDYNE TECHNOLOGIES, INC.
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HEALTHDYNE TECHNOLOGIES ANNOUNCES DEVELOPMENTS IN THIRD PARTY
DISCUSSIONS; OTHER ACTIONS
Marietta, Georgia, July 23, 1997 - Healthdyne Technologies,
Inc. (NASDAQ: HDTC) said it was recently advised by the executive management of
a Fortune 500 company that it has a strong strategic interest in acquiring the
Company and is prepared to pay a price higher than the $15 per share offered by
Invacare Corporation. The Company also has received indications of interest
from other strategic buyers and a financial buyer. "We intend to continue
discussions with these parties," said Parker H. Petit, Chairman of the Board.
"We will accept the best proposal as long as it reflects the true value of the
Company. We believe we can achieve higher value for shareholders after the
Board is re-elected and we are negotiating with third parties from a position
of strength. We are committed to doing just that."
The Company also said its Board, if re-elected at the July 30
annual meeting, will amend its bylaws effective October 31, 1997 to permit the
holders of at least 25% of the Company's common stock to call special
shareholders meetings, and will amend its Shareholder Rights Plan effective
October 31, 1997 to permit a bidder, if it satisfies certain conditions, to
call a special meeting of stockholders to vote on a binding resolution to
redeem the Rights. A bidder will be permitted to call a special meeting if it:
(1) makes an all-cash offer for all of the Company's shares at a price more
than 15% above the market price; (2) holds no more than 5% of the Company's
stock and has not held more than 5% during the prior 12 months; (3) has firm
financing or financing commitments; and (4) agrees to bear the costs associated
with the special meeting.
"Our willingness to take these actions is further evidence of
the Board's commitment to building shareholder value," Mr. Petit said.
The Board also took action to protect the interests of
shareholders in the event Invacare's four nominees are elected. The Board
authorized a $1.0 million trust to be used by the Company's Continuing
Directors -- the three nominees of the Company who are elected at the annual
meeting and their approved
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successors -- to pay their financial advisory, legal and other expenses
associated with Invacare's appeal from the July 3 federal district court's
decision upholding the Company's Shareholder Rights Plan and any other proposed
action by Invacare or its nominees. The trust will terminate within two years
and any unexpended funds will be returned to the Company.
"As we expected, Invacare has dropped three nominees from its
slate and is trying to keep three existing directors in place as the only
Continuing Directors who can redeem or amend the Shareholder Rights Plan under
the July 3 court decision," said Mr. Petit. "The trust will enable the
Continuing Directors to stand up to Invacare's pressure tactics and make sure
that the interests of all shareholders are protected and that the Invacare
nominees do not violate their fiduciary duties to shareholders."
The Company said it expects the Continuing Directors to be
Mr. Petit, Craig B. Reynolds, President and Chief Executive Officer, and J.
Paul Yokubinas, because the other four Company nominees have indicated they do
not intend to serve on a Board controlled by Invacare's nominees. Each of
Messrs. Petit, Reynolds and Yokubinas has pledged that he will not approve any
sale, merger or similar transaction with Invacare or any other party on terms
which he, after receiving advice from the advisors retained by the Continuing
Directors, does not believe to be in the best interests of the Company's
shareholders.
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 concentrators and medication nebulizers for
the treatment of respiratory disorders, monitors for infants at risk for 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.
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