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[VIZ LOGO]
December 3, 1999
0 XXXX XXXXX XXXXXXX
XXXXXXXX, XXXXXXXXXXXXX 02038
Dear Stockholder:
I am pleased to invite you to a Special Meeting of the stockholders of
Thermo Vision Corporation ("Thermo Vision") at which you will be asked to adopt
an Agreement and Plan of Merger dated as of August 25, 1999 (the "Merger
Agreement") by and among Thermo Vision, Thermo Instrument Systems Inc., the
parent company of Thermo Vision ("Thermo Instrument"), and VIZ Acquisition
Corporation, a newly formed subsidiary of Thermo Instrument (the "Merger Sub").
The Special Meeting will take place at 10:00 a.m. on Thursday, January 6, 2000
at the offices of Thermo Electron Corporation, 00 Xxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxxxxx 00000.
Under the terms of the Merger Agreement, Merger Sub would merge with and
into Thermo Vision, with Thermo Vision being the surviving corporation (the
"Merger"). Each issued and outstanding share of Thermo Vision common stock
(other than shares held by Thermo Instrument, Thermo Electron Corporation
("Thermo Electron") and stockholders who are entitled to and who have perfected
their dissenters' rights under Delaware law) would be converted into the right
to receive $7.00 in cash, without interest. Thermo Vision would become a private
company and a wholly owned subsidiary of Thermo Instrument and Thermo Electron.
The Merger is more fully described in the Merger Agreement, which is attached as
Appendix A to the enclosed Proxy Statement. If you choose to dissent from
adoption of the Merger Agreement and wish to seek appraisal of the fair value of
your shares of Thermo Vision common stock, please refer to the sections of the
Proxy Statement regarding the rights of dissenting stockholders under Delaware
law.
Thermo Vision's Board of Directors believes that the proposed Merger is
both substantively and procedurally fair to the stockholders, including the
public stockholders, of Thermo Vision, and unanimously recommends that
stockholders vote "FOR" adoption of the Merger Agreement. In considering the
recommendation of the Board of Directors with respect to the Merger Agreement,
stockholders should be aware that two of the three members of the Thermo Vision
Board of Directors are either directors of Thermo Instrument or Thermo Electron,
or are current or former employees of Thermo Electron or its affiliates, and
thus have interests that are in addition to, or different from, your interests
as stockholders of Thermo Vision.
Delaware law requires that a majority of the outstanding shares of Thermo
Vision common stock entitled to vote at the Special Meeting vote in favor of the
Merger Agreement for the Merger Agreement to be adopted. Thermo Instrument,
which owns approximately 78% of Thermo Vision's outstanding common stock, and
Thermo Electron, which owns approximately 3% of Thermo Vision's outstanding
common stock, intend to vote their shares in favor of the Merger Agreement, thus
assuring that the Merger Agreement will be adopted. However, under the Merger
Agreement, adoption of the Merger also requires the affirmative vote of a
majority of the outstanding shares of the common stock of Thermo Vision voted at
the Special Meeting that are not owned by Thermo Instrument, Thermo Electron or
the officers and directors of Thermo Vision, Thermo Instrument, or Thermo
Electron. Only stockholders of record at the close of business on November 23,
1999 will receive notice of and be able to vote at the Special Meeting or any
adjournment or adjournments thereof.
The accompanying Proxy Statement provides you with a summary of the
proposed Merger and additional information about the parties involved and their
interests. Please give all this information your careful attention. You can also
obtain other information about Thermo Vision, Thermo Instrument and Thermo
Electron from documents filed with the Securities and Exchange Commission.
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WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE TAKE THE TIME
TO VOTE BY COMPLETING AND MAILING THE ENCLOSED PROXY CARD TO US TODAY. IF YOU
DATE, SIGN AND MAIL YOUR PROXY CARD WITHOUT INDICATING HOW YOU WISH TO VOTE,
YOUR PROXY WILL BE COUNTED AS A VOTE IN FAVOR OF ADOPTION OF THE MERGER
AGREEMENT. YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES THAT
YOU OWN.
Your Board of Directors believes that the transaction with Thermo
Instrument is in the best interests of Thermo Vision and its stockholders,
including its public stockholders, and has unanimously approved it. Your Board
of Directors unanimously recommends that stockholders vote for the adoption of
the Merger Agreement. On behalf of the Board of Directors, I urge you to sign,
date and return the enclosed Proxy Card today.
Please do not send any stock certificates to us now. If the Merger
Agreement is adopted, we will send you instructions concerning the surrender of
your shares.
Thank you for your interest and participation.
Yours very truly,
XXXXX XXXX
Interim President
