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EXHIBIT 12(A)(8)
THERMO ELECTRON COMMENCES CASH TENDER OFFER
FOR TREX MEDICAL
WALTHAM, Mass., October 25, 2000 - Thermo Electron Corporation (NYSE:TMO) has
commenced its previously announced cash tender offer of $2.15 per share for
all outstanding shares of its Trex Medical Corporation subsidiary. The offer
and withdrawal rights will expire at midnight on Wednesday, November 22, 2000,
unless the offer is extended.
The complete terms and conditions of the offer are set forth in the offer
to purchase, letter of transmittal, and other related materials being filed
today with the Securities and Exchange Commission (SEC). Copies of the offer and
transmittal letter are being distributed to Trex Medical shareholders.
The goal of the tender offer is to bring Thermo Electron's equity ownership
in Trex Medical to at least 90 percent. If Thermo Electron achieves this
90-percent-ownership level, Trex Medical would then be spun into Thermo Electron
through a "short-form" merger at the same cash price as the tender offer. Thermo
Electron expects to complete the spin-in of Trex Medical by the end of this
year. The company has sold the U.S. operations of Trex Medical and is continuing
its discussions with potential buyers for the remaining assets.
The tender offer and proposed subsequent short-form merger require SEC
clearance of necessary filings. The short-form merger would not require Trex
Medical board or shareholder approval.
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
fiber-recovery products. 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 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 at http://www.thermo.com.
This press release includes certain forward-looking statements, including
statements concerning Thermo Electron Corporation's plans with respect to the
acquisition, through the tender offer and the short-form merger, of all of the
equity interests in Trex Medical Corporation. Such forward-looking statements
are not guarantees and involve risks and uncertainties. The actual actions
taken by Thermo Electron may differ materially from those described in the
forward-looking statements as a result of various factors, including those
described in the Offer to Purchase in the section titled "Special Factors."
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