Filer: Thermo Electron Corporation
Subject Company: Thermo Instrument Systems Inc.
Subject Company Exchange Act File No.: 1-9786
Registration Statement No.: 333-____________
Investor Contact: 781-622-1111
Media Contact: 781-622-1252
Thermo Electron Announces Exchange Ratios
for its Thermo Instrument and Thermedics Subsidiaries
WALTHAM, Mass., March 8, 2000 - Thermo Electron Corporation (NYSE-TMO) announced
today that, in connection with its regularly scheduled board meeting, it has set
exchange ratios for its Thermo Instrument Systems Inc. (ASE-THI) and Thermedics
Inc. (ASE-TMD) subsidiaries, and is proceeding with its previously announced
plan to take these two companies private. Under the plan, Thermo Instrument
shareholders would receive 0.85 shares of Thermo Electron common stock and
Thermedics shareholders 0.45 shares of Thermo Electron common stock in exchange
for their Thermo Instrument or Thermedics common stock, respectively.
Thermo Electron expects to conduct exchange offers for any and all
outstanding Thermo Instrument and Thermedics shares held by minority
shareholders during the second quarter of 2000. Thermo Electron currently owns
approximately 88.7 percent of the outstanding shares of Thermo Instrument common
stock and 75.7 percent of Thermedics, and will condition each exchange offer on
receiving acceptances from holders of enough shares so that, when combined with
its current share ownership, Thermo Electron's ownership in each of these two
companies reaches at least 90 percent. In each case, if Thermo Electron achieves
this 90-percent-ownership threshold, it will acquire all remaining outstanding
shares of Thermo Instrument and Thermedics common stock through "short-form"
mergers. In the short-form mergers, minority shareholders who do not participate
in the exchange offers would also receive shares of Thermo Electron common stock
at the same exchange ratio that is being offered in the exchange offers.
Upon completion of the respective spin-ins, outstanding obligations under
the Thermo Instrument and Thermedics convertible debentures will be assumed by
Thermo Electron, and these debentures will become convertible into Thermo
Electron common stock.
Each of the exchange offers and proposed subsequent short-form mergers
require Securities and Exchange Commission clearance of necessary filings; the
short-form mergers would not require Thermo Instrument or Thermedics board or
shareholder approval.
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In each case, if Thermo Electron successfully obtains ownership of at
least 90 percent of the outstanding Thermo Instrument and Thermedics shares, it
expects to complete the spin-ins by the end of the second quarter of 2000.
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
water-clarification and fiber-recovery products and services. As announced on
January 31, 2000, the company has initiated a major reorganization that would
transform it into one publicly traded entity focused on its core measurement and
detection instruments business. The company's medical products and paper
recycling businesses will be spun off as dividends to Thermo Electron
shareholders. More information is available on the Internet at
http://www.thermo.com.
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Other Important Information:
The transactions described in this announcement have not yet commenced. As soon
as we commence our exchange offers for Thermo Instrument and Thermedics, we will
file tender offer statements and registration statements on Form S-4 with the
Securities and Exchange Commission (SEC). You should read each of these
documents when they become available because they will contain important
information about the proposed transactions. You can obtain the tender offer
statements, registration statements, and other documents that are filed with the
SEC for free when they are available on the SEC's web site at
http://www.sec.gov. If you write us or call us, we will send you these documents
for free when they are available, as applicable to the particular transaction:
Tender Offer Statements (except for exhibits)
Registration Statements on Form S-4
Offers to Purchase
Letters of Transmittal
Notices of Guaranteed Delivery
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 "Forward-looking
Statements" in Exhibit 13 to the company's annual report on Form 10-K, for the
year ended January 2, 1999. These include risks and uncertainties relating to:
the company's spinout and acquisition strategies, competition, international
operations, technological change, possible changes in governmental regulations,
capital spending and government funding policies, and dependence on intellectual
property rights.
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