Filer: Thermo Electron Corporation
Pursuant to Rule 425 under the Securities
Act of 1933 and deemed filed pursuant to Rule
14a-12 of the Securities Exchange Act of 1934
Subject Company: Thermo Cardiosystems Inc.
Subject Company Exchange Act File No.: 001-10114
Thermo Electron Plans to Resubmit Antitrust Filings Related to
Merger of Thermo Cardiosystems and Thoratec
WALTHAM, Mass., November 29, 2000 - Thermo Electron Corporation (NYSE:TMO)
announced today that it has withdrawn and is resubmitting its Hart-Scott-Rodino
antitrust filings with the Federal Trade Commission and Department of Justice
regarding the proposed merger of its Thermo Cardiosystems Inc. (ASE:TCA)
subsidiary and Thoratec Laboratories Corporation (NASDAQ:THOR).
The resubmission will start a new 30-day waiting period that would expire
at the end of December, unless the FTC shortens or extends the waiting period.
The company's refiling will provide the FTC with additional time to complete its
investigation of the competitive implications of the proposed transaction.
Assuming the transaction clears antitrust review, the companies still expect to
complete the merger during the first quarter of 2001.
The proposed transaction was announced on October 3, 2000. Under the terms
of the agreement, each issued and outstanding share of Thermo Cardiosystems
stock will be exchanged for 0.835 shares of newly issued Thoratec stock. The
transaction is subject to the approval by shareholders of both companies,
regulatory approval, and usual conditions.
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, drug, 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.
Other Important Information:
The proposed merger between Thermo Cardiosystems and Thoratec is described in a
preliminary joint proxy statement/prospectus that has been filed with the
Securities and Exchange Commission. You should read this document because it
contains important information about the transaction, including the participants
in the transaction. You can obtain the joint proxy statement/prospectus and
other documents that will be filed with the Securities and Exchange Commission
for free when they are available on the Securities and Exchange Commission's Web
site at http://www.sec.gov. Also, if you write us or call us at the below
address and phone number, we will send you the joint proxy statement/prospectus
for free when it is available.
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
-more-
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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. 2 to Registration Statement on Form S-4 [Reg. No.
333-35478] filed with the Securities and Exchange Commission on June 27, 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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