Filer: Thermo Electron Corporation
Subject Company: Thermedics Inc.
Subject Company Exchange Act File No.: 1-9567
Registration Statement No.: 333-35982
PRESS RELEASE:
Thermo Electron Commences
Exchange Offer for Thermedics Shares
WALTHAM, Mass., May 1, 2000 - Thermo Electron Corporation (NYSE-TMO) announced
today that it has commenced its exchange offer to acquire all outstanding shares
of Thermedics Inc. (ASE-TMD) common stock. Under the exchange offer, Thermo
Electron will exchange 0.45 shares of Thermo Electron common stock for each
Thermedics share. The exchange offer is scheduled to expire at midnight on May
26, 2000, unless the offer is extended.
Thermo Electron currently owns approximately 75.5 percent of the
outstanding shares of Thermedics common stock. The goal of the exchange offer is
to bring Thermo Electron's equity ownership in Thermedics to at least 90
percent. If Thermo Electron achieves this 90-percent ownership threshold, it
plans to acquire all remaining outstanding shares of Thermedics common stock
through a "short-form" merger. In the short-form merger, public shareholders who
do not participate in the exchange offer would also receive shares of Thermo
Electron common stock at the same exchange ratio that is being offered in the
exchange offer.
The exchange offer and proposed subsequent short-form merger require
Securities and Exchange Commission clearance of necessary filings. The
short-form merger would not require Thermedics board or shareholder approval.
Upon completion of the exchange offer and the merger, Thermo Electron
would assume the outstanding obligations under Thermedics' convertible
debentures, and these debentures would become convertible into shares of Thermo
Electron common stock.
Thermo Electron is mailing today to registered holders of Thermedics
shares a preliminary prospectus 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
brokers 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.
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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
companies, 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 company focused on its core measurement and detection
instruments business. More information is available on the Internet at
http://www.thermo.com.
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 "Forward-Looking
Statements" in Exhibit 13 to Thermo Electron's annual report on Form 10-K, for
the year ended January 1, 2000. These include risks and uncertainties relating
to: the company's corporate reorganization, acquisition strategy, growth
strategy, international operations, product development and technological
change, possible changes in governmental regulations, changes in both capital
spending by commercial customers and government funding policies, and dependence
on intellectual property rights.
