-----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, OrP9MPzZnuEZvfB0jlqNrVvvLNqSO5aumSXQceRmBeTVhJy1QN+QUXhdgNbi5kPf /zS6G8TGjo7PulNOxGrZDw== 0000721356-00-000007.txt : 20000309 0000721356-00-000007.hdr.sgml : 20000309 ACCESSION NUMBER: 0000721356-00-000007 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000308 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: SC 14D9 SEC ACT: SEC FILE NUMBER: 005-38152 FILM NUMBER: 563365 BUSINESS ADDRESS: STREET 1: 470 WILDWOOD ST STREET 2: P O BOX 2697 CITY: WOBURN STATE: MA ZIP: 01888-1799 BUSINESS PHONE: 7819383786 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: 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: SC 14D9 BUSINESS ADDRESS: STREET 1: 470 WILDWOOD ST STREET 2: P O BOX 2697 CITY: WOBURN STATE: MA ZIP: 01888-1799 BUSINESS PHONE: 7819383786 MAIL ADDRESS: STREET 1: 81 WYMAN STREET STREET 2: P.O. BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02254 SC 14D9 1 SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Thermedics Inc. --------------- (Name of Subject Company) Thermedics Inc. --------------- (Name of Person(s) Filing Statement) Common Stock, $.10 par value ---------------------------- (Title of Class of Securities) 883901 10 0 ----------- (CUSIP Number of Class of Securities) Seth H. Hoogasian, Esq. c/o Thermo Electron Corporation 81 Wyman Street Waltham, Massachusetts 02454-9046 (781) 622-1000 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) [X] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Investor Contact: 781-622-1111 Media Contact: 781-622-1252 Thermedics Exchange Ratio Set WALTHAM, Mass., March 8, 2000 - Thermedics Inc. (ASE-TMD) announced today that its parent company, Thermo Electron Corporation (NYSE-TMO), has set an exchange ratio of 0.45 shares of Thermo Electron common stock for each Thermedics share, and is proceeding with its previously announced plan to take the company private. Thermo Electron expects to conduct the exchange offer for any and all outstanding Thermedics shares held by minority shareholders during the second quarter of 2000. Thermo Electron currently owns approximately 75.7 percent of the outstanding shares of Thermedics common stock and will condition the exchange offer on receiving acceptances from holders of enough shares so that, when combined with its current share ownership, Thermo Electron's ownership reaches at least 90 percent. If Thermo Electron achieves this 90-percent-ownership threshold, it will acquire all remaining outstanding shares of Thermedics common stock through a "short-form" merger. In the short-form merger, minority shareholders who do not participate in the exchange offer would also receive 0.45 shares of Thermo Electron common stock in exchange for their Thermedics shares. Obligations under Thermedics' 2.88% convertible subordinated debentures due June 1, 2003, and its 0% convertible subordinated debentures due June 1, 2003, would be assumed by Thermo Electron in the short-form merger, and the debentures would be convertible into Thermo Electron common stock. The exchange offer and proposed subsequent short-form merger require Securities and Exchange Commission clearance of necessary filings; a short-form merger would not require Thermedics board or shareholder approval. If Thermo Electron successfully obtains ownership of at least 90 percent of the outstanding Thermedics shares, it expects to complete the spin-in by the end of the second quarter of 2000. Thermedics Inc. develops, manufactures, and markets diverse product lines, including implantable heart-assist devices and other biomedical products, security instruments, and equipment that assures the quality of a wide variety of consumer products and bulk materials. Thermedics is a public subsidiary of Thermo Electron Corporation. More information is available on the Internet at http://www.thermo.com/subsid/tmd1.html. Other Important Information: The exchange offer that is described in this announcement has not yet commenced. Once the exchange offer commences, we will file a solicitation/recommendation statement with the Securities and Exchange Commission (SEC). You should read this document when it becomes available because it will contain important information about the exchange offer. You can obtain the solicitation/recommendation statement and other documents that will be filed with the SEC for free when they are available on the SEC's web site at http://www.sec.gov. Also, if you write us or call us, we will send you the solicitation/recommendation statement for free when it is available. -more- You can call us at (781) 622-1111 or write to us at: Investor Relations Department Thermedics Inc. 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: government regulation and industry standards, competition and technological change, intellectual property rights, reimbursement by insurers for medical procedures, medical community acceptance of medical devices, availability of materials and components, product liability, international operations, and the company's spinout and acquisition strategies. # # # -----END PRIVACY-ENHANCED MESSAGE-----