SPECIAL FACTORS. BACKGROUND TO THE OFFER AND THE MERGER THE THERMO ELECTRON REORGANIZATION. On January 31, 2000, Thermo Electron announced that its Board of Directors had authorized its management to proceed with a major reorganization of the operations of Thermo Electron and its subsidiaries. As part of this reorganization, Thermo Electron has acquired the public minority interest in all of its subsidiaries that have minority investors, except for the Company, has spun off its separation technologies and fiber-based products business and its medical products business, and has divested a variety of non-core businesses. The purpose of the Offer and the Merger is to acquire the minority public interest in the Company as the last step in Thermo Electron's overall corporate reorganization and to permit the shareholders of the Company to receive cash for their shares without the risks of ongoing stock ownership in the Company. Following the Offer and the Merger, Thermo Electron plans to retain the Company as part of Thermo Electron's core Optical Technologies business. ACQUISITION OF THE COMPANY. On January 7, 1999, Thermo Instrument Systems Inc., then a majority-owned subsidiary of Thermo Electron ("Thermo Instrument"), announced that it would commence a tender offer for all of the outstanding shares of Spectra-Physics AB ("SPAB"), then a publicly traded company with its shares listed on the Stockholm Stock Exchange, and the parent company of the Company. On February 22, 1999, Thermo Instrument announced that all of the conditions of its offer had been satisfied and that the offer was then unconditional in all respects. As of February 22, 1999, Thermo Instrument had purchased and received acceptances for approximately 17.3 million, or approximately 98 percent, of all outstanding SPAB shares, at a price of 160 Swedish krona per share (approximately $20 per share). In March 2000, Thermo Instrument acquired the remaining outstanding shares of SPAB under the compulsory acquisition rules applicable to Swedish companies. At the time of its acquisition by Thermo Instrument, SPAB owned approximately 80% of the outstanding shares of the Company. By virtue of Thermo Instrument's acquisition of SPAB, Thermo Electron thereby became the ultimate beneficial owner of 80% of the Company. In June 2000, Thermo Instrument was merged directly into Thermo Electron. Section 203 of the Delaware General Corporation Law prohibits business combination transactions involving a Delaware corporation (such as the Company) and an "interested stockholder" (defined generally as any person that directly or indirectly beneficially owns 15% or more of the outstanding voting stock of the subject corporation) for three years following the time such person became an interested stockholder, unless special requirements are met or certain exceptions apply. At the time of Thermo Instrument's acquisition of SPAB, the Company notified Thermo Instrument that it believed that Thermo Instrument and Thermo Electron were "interested stockholders" as defined in Section 203 with respect to the Company, and that Thermo Electron and its subsidiaries were subject to the restrictions of Section 203. Accordingly, Thermo Electron and its subsidiaries are prohibited from consummating the proposed Merger until at least February 23, 2002, without the approval of the holders of at least two-thirds of the minority shares of the Company. THE COMPANY. Spectra-Physics designs, develops, manufactures, and distributes semiconductor-based lasers and laser optics for a variety of end markets, including passive and active components for the telecommunications industry. Spectra-Physics is also a leader in developing laser products for a variety of other commercial markets, including computer and microelectronics manufacturing, industrial manufacturing, medical, image recording, and research and development. The Company's manufacturing operations are based in Mountain View and Oroville, California; Tucson, Arizona; and Stahnsdorf, Germany. International operations consist of subsidiaries located in Japan and Germany, and approximately 30 distributors worldwide. Spectra-Physics' website is located at www.spectra-physics.com.
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Samples: Spectra Physics Inc, Spectra Physics Inc, Spectra Physics Inc
SPECIAL FACTORS. BACKGROUND TO THE OFFER AND THE MERGER THE THERMO ELECTRON REORGANIZATION. On January 31, 2000, Thermo Electron announced that its Board of Directors had authorized its management to proceed with a major reorganization of the operations of Thermo Electron and its subsidiaries. As part of this reorganization, Thermo Electron has acquired the public minority interest in all of its subsidiaries that have minority investors, except for the Company, has spun off its separation technologies and fiber-based products business and its medical products business, and has divested a variety of non-core businesses. The purpose of the Offer and the Merger is to acquire the minority public interest in the Company as the last step in Thermo Electron's overall corporate reorganization and to permit the shareholders of the Company to receive cash for their shares without the risks of ongoing stock ownership in the Company. Following the Offer and the Merger, Thermo Electron plans to retain the Company as part of Thermo Electron's core Optical Technologies business. ACQUISITION OF THE COMPANY. On January 7, 1999, Thermo Instrument Systems Inc., then a majority-owned subsidiary of Thermo Electron ("Thermo Instrument"), announced that it would commence a tender offer for all of the outstanding shares of Spectra-Physics AB ("SPAB"), then a publicly traded company with its shares listed on the Stockholm Stock Exchange, and the parent company of the Company. On February 22, 1999, Thermo Instrument announced that all of the conditions of its offer had been satisfied and that the offer was then unconditional in all respects. As of February 22, 1999, Thermo Instrument had purchased and received acceptances for approximately 17.3 million, or approximately 98 percent, of all outstanding SPAB shares, at a price of 160 Swedish krona per share (approximately $20 per share). In March 2000, Thermo Instrument acquired the remaining outstanding shares of SPAB under the compulsory acquisition rules applicable to Swedish companies. At the time of its acquisition by Thermo Instrument, SPAB owned approximately 80% of the outstanding shares of the Company. By virtue of Thermo Instrument's acquisition of SPAB, Thermo Electron thereby became the ultimate beneficial owner of 80% of the Company. In June 2000, Thermo Instrument was merged directly into Thermo Electron. Section 203 of the Delaware General Corporation Law prohibits business combination transactions involving a Delaware corporation (such as the Company) and an "interested stockholder" (defined generally as any person that directly or indirectly beneficially owns 15% or more of the outstanding voting stock of the subject corporation) for three years following the time such person became an interested stockholder, unless special requirements are met or certain exceptions apply. At the time of Thermo Instrument's acquisition of SPAB, the Company notified Thermo Instrument that it believed that Thermo Instrument and Thermo Electron were "interested stockholders" as defined in Section 203 with respect to the Company, and that Thermo Electron and its subsidiaries were subject to the restrictions of Section 203. Accordingly, Thermo Electron and its subsidiaries are prohibited from consummating the proposed Merger until at least February 23, 2002, without the approval of the holders of at least two-thirds of the minority shares of the Company. THE COMPANY. Spectra-Physics designs, develops, manufactures, and distributes semiconductor-based lasers and laser optics for a variety of end markets, including passive and active components for the telecommunications industry. Spectra-Physics is also a leader in developing laser products for a variety of other commercial markets, including computer and microelectronics manufacturing, industrial manufacturing, medical, image recording, and research and development. The Company's manufacturing operations are based in Mountain View and Oroville, California; Tucson, Arizona; and Stahnsdorf, Germany. International operations consist of subsidiaries located in Japan and Germany, and approximately 30 distributors worldwide. Spectra-Physics' website is located at www.spectra-physics.com.. INDEPENDENT COMMITTEE OF THE COMPANY'S BOARD OF DIRECTORS. On August 21, 2001, Thermo Electron issued a press release announcing that Thermo Electron would take the Company private as a wholly-owned subsidiary of Thermo Electron, as the last step in its corporate reorganization. Thermo Electron announced that it would make a tender offer for all of the outstanding shares held by the stockholders of the Company other than Thermo Electron and its subsidiaries (the "Unaffiliated Stockholders") at $20.00 per Share in cash. After the Thermo Electron announcement, the Board of Directors of the Company formed an independent committee (the "Independent Committee"), consisting of Messrs. Thomas Ryan, Lawrence Karlsox xxx Xxxxxiox Xxxxxxxxx, xxx Direxxxxx xx xxx Xxxxxny who are not otherwise affiliated with Thermo Electron, or any of its subsidiaries other than the Company, to prepare the Company's Solicitation/Recommendation Statement on Schedule 14D-9 to stockholders regarding the Offer. Under Rule 14d-9 under the Exchange Act, the Company must send to its stockholders on or prior to November 30, 2001 its recommendation whether to accept or reject the Offer. The Company's Board of Directors also authorized the Independent Committee to retain its own counsel and financial advisor. After its formation, the Independent Committee retained Wilson, Sonsini, Goodrich & Xxxxxx, P.C., as xxx xxxxl cxxxxxx and Salomon Smith Barney as its xxxxxxxxx xxxixxx. On September 26, 2001, Thermo Electron announced that it was reevaluating the offer price of $20.00 per Share in order to analyze the impact on the Company of the worsening economic conditions associated with the terrorist attacks on September 11, 2001. On November 6, 2001, Thermo Electron's Board of Directors met and determined that Thermo Electron would offer $17.50 per Share in cash in the Offer. On November 16, 2001, the Purchaser commenced the Offer. On December 17, 2001, Thermo Electron announced that it was amending the Minimum Condition to provide that the Offer is conditioned upon, among other things, there being validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares which, together with the Shares owned by Thermo Electron and its subsidiaries, constitutes at least 86.5% of the outstanding Shares on the Expiration Date, instead of 90% of such outstanding Shares. In addition, Thermo Electron announced that the Expiration Date had been extended until midnight, New York City time, on Friday, December 21, 2001. REASONS FOR THE OFFER AND THE MERGER
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Samples: Spectra Physics Inc
