Filer: Thermo Electron Corporation
Subject Company: Thermedics Inc.
Subject Company Exchange Act File No.: 1-9567
Registration Statement No.: 333-35982
PRESS RELEASE:
Investor Contact: 781-622-1111
Media Contact: 781-622-1252
Thermo Electron Further Extends Exchange Offer for
Thermedics Shares to June 29, 2000
WALTHAM, Mass., June 26, 2000 - Thermo Electron Corporation (NYSE-TMO) announced
that it has further extended the exchange offer for Thermedics Inc. (ASE-TMD)
common stock until midnight on June 29, 2000. The offer was extended because the
Securities and Exchange Commission (SEC) has not yet declared Thermo Electron's
registration statement for the exchange offer effective. The company may not
accept shares of Thermedics common stock tendered in the exchange offer until
the registration statement is declared effective by the SEC. Other terms and
conditions of the exchange offer remain unchanged.
According to a preliminary report from the depositary for the exchange
offer, approximately 8 million shares of Thermedics common stock had been
tendered and not withdrawn pursuant to the exchange offer as of the close of
business on Friday, June 23, 2000. These shares represent approximately 19
percent of the total number of Thermedics shares outstanding, and when combined
with shares held by Thermo Electron, represent approximately 94 percent.
Because of the extension announced today, holders of Thermedics common
stock may tender or withdraw their shares until midnight on Thursday, June 29,
2000, unless the exchange offer is further extended. The exchange offer had
previously been scheduled to expire on June 23, 2000, at midnight.
On May 1, 2000, Thermo Electron mailed a preliminary prospectus to
registered holders of Thermedics shares regarding the exchange offer and the
merger, accompanied by a letter of transmittal that Thermedics shareholders can
use to tender their shares in the exchange offer. Beneficial owners of
Thermedics shares holding in street name through their brokers can receive the
preliminary prospectus and letter of transmittal from their broker and should
contact their broker for those documents. In any case, copies of the preliminary
prospectus and letter of transmittal may be requested from D.F. King & Co.,
Inc., the information agent for the exchange offer, by calling (800) 290-6433.
Thermo Electron Corporation is a leading provider of analytical and
monitoring instruments used in a broad range of applications, from life sciences
research to telecommunications to food and beverage production. In addition,
Thermo Electron serves the healthcare market through a family of medical
products, and is a major producer of paper recycling systems and provides
fiber-recovery products. As announced on January 31, 2000, the company has
initiated a major reorganization that would transform it into one company
focused on its core measurement and detection instruments business. More
information is available on the Internet at http://www.thermo.com.
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Other Important Information:
We urge investors and security holders to read the following documents when they
become available, regarding the exchange offer and the merger described in this
announcement, because they contain important information:
- Thermo Electron's preliminary prospectus, any prospectus supplement, final
prospectus, and other exchange offer materials.
- Thermo Electron's registration statement on form S-4 and Schedule TO, as
amended, which contain or incorporate by reference the documents listed
above and other information.
- Thermedics' solicitation/recommendation statement on schedule 14D-9.
These documents and amendments to these documents have been or will be filed
with the SEC. When these and other documents are filed with the SEC, they may be
obtained for free at the SEC's Web site at www.sec.gov. You may also obtain for
free each of these documents, when available, from us. You can call us at (781)
622-1111 or write to us at:
Investor Relations Department
Thermo Electron Corporation
81 Wyman Street, P.O. Box 9046
Waltham, MA 02454-9046
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 "Risk Factors"
in the company's Amendment No. 1 to Registration Statement on Form S-4 [Reg. No.
333-35478] filed with the Securities and Exchange Commission on June 14, 2000.
These include risks and uncertainties relating to: the company's ability to
complete its corporate reorganization, the need for a favorable Internal Revenue
Service ruling regarding planned spin-offs of certain subsidiaries, divestitures
planned as part of the reorganization, integration of the instrument businesses,
issuance of significant amounts of additional shares as part of the
reorganization, liquidity and prospective performance of the subsidiaries to be
spun off, guarantees of obligations of the subsidiaries to be spun off, stock
price volatility, goodwill acquired by the company, internal growth, the effect
of exchange rate fluctuations on the company's significant international
operations, the need to develop new products and adapt to significant
technological change, changes in governmental regulations, and dependence of
demand on capital spending and government funding policies.
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