-----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, R7F4BH5+1hooCdEMSChFZqfT17WkWFvEwpBKvK52B7El2T//6bY/ItMYV5fQoa8N lhRUM38hjY0gr3Oxdk1PnQ== 0000097745-00-000038.txt : 20000425 0000097745-00-000038.hdr.sgml : 20000425 ACCESSION NUMBER: 0000097745-00-000038 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000424 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERMO INSTRUMENT SYSTEMS INC CENTRAL INDEX KEY: 0000795986 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042925809 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 001-09786 FILM NUMBER: 607532 BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: PO BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02454-9046 BUSINESS PHONE: 7816221000 MAIL ADDRESS: STREET 1: 81 WYMAN ST STREET 2: PO BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02454 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 PRESS RELEASE Filer: Thermo Electron Corporation Subject Company: Thermo Instrument Systems Inc. Subject Company Exchange Act File No.: 1-9786 Registration Statement No.: 333-35478 PRESS RELEASE: Investor Contact: 781-622-1111 Media Contact: 781-622-1252 THERMO ELECTRON COMMENCES EXCHANGE OFFER FOR THERMO INSTRUMENT SHARES WALTHAM, Mass., April 24, 2000 - Thermo Electron Corporation (NYSE-TMO) announced today that it has commenced its exchange offer to acquire all outstanding shares of Thermo Instrument Systems Inc. (ASE-THI) common stock. Under the exchange offer, Thermo Electron will exchange 0.85 shares of Thermo Electron common stock for each Thermo Instrument share. The exchange offer is scheduled to expire at midnight on May 19, 2000, unless the offer is extended. Thermo Electron currently owns approximately 88.6 percent of the outstanding shares of Thermo Instrument common stock. The goal of the exchange offer is to bring Thermo Electron's equity ownership in Thermo Instrument to at least 90 percent. If Thermo Electron achieves this 90-percent ownership threshold, it plans to acquire all remaining outstanding shares of Thermo Instrument 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 Thermo Instrument board or shareholder approval. Upon completion of the exchange offer and the merger, Thermo Electron would assume the outstanding obligations under Thermo Instrument's convertible debentures, and these debentures would become convertible into shares of Thermo Electron common stock. Thermo Electron is mailing today to registered holders of Thermo Instrument shares a preliminary prospectus regarding the exchange offer and the merger, accompanied by a letter of transmittal that Thermo Instrument shareholders can use to tender their shares in the exchange offer. Beneficial owners of Thermo Instrument 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. 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 products, 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. -more- 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. * THERMO INSTRUMENT'S 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 the company'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-----