-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FkJuBnN/z50qrULAkhiycgJRZl4Zvp0bUXvI9+l6UhvK5K+1uKsrsmHSuIDDJovb XXzn/PozjWQEegi2gxB+Sw== 0000097745-00-000039.txt : 20000502 0000097745-00-000039.hdr.sgml : 20000502 ACCESSION NUMBER: 0000097745-00-000039 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000501 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERMEDICS INC CENTRAL INDEX KEY: 0000721356 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 042788806 STATE OF INCORPORATION: MA FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 001-09567 FILM NUMBER: 615640 BUSINESS ADDRESS: STREET 1: 470 WILDWOOD ST STREET 2: P O BOX 2697 CITY: WOBURN STATE: MA ZIP: 01888-1799 BUSINESS PHONE: 7816221000 MAIL ADDRESS: STREET 1: 81 WYMAN STREET STREET 2: P.O. BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02254 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THERMO ELECTRON CORP CENTRAL INDEX KEY: 0000097745 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042209186 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: P O BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02454 BUSINESS PHONE: 7816221000 425 1 FORM 425 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. -more- 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. -----END PRIVACY-ENHANCED MESSAGE-----