GE Medical Systems Signs Definitive Agreement to Acquire Imatron Inc.
Business Editors/Technology & Medical Writers
WAUKESHA, Wis. & SAN FRANCISCO--(BUSINESS WIRE)--Sept. 24, 2001--
GE Medical Systems, a unit of General Electric Company (NYSE: GE),
announced today that it has signed a definitive agreement to acquire
Imatron Inc. (NASDAQ: IMAT), a pioneer of Electron Beam Tomography
(EBT(TM)) scanners.
In this transaction, each Imatron shareholder will receive $1.89
per share payable in GE stock. The actual number of shares of GE stock
that each Imatron shareholder will receive will be determined based on
the trading prices of GE stock for a period of time prior to the
closing of the transaction.
Imatron's EBT scanner performs unique high volume imaging
applications for physicians specializing in the fields of Cardiology,
Pulmonology, and Gastroenterology. Imatron EBT scanners are currently
in use at more than 150 major medical facilities and imaging centers
around the world.
"Imatron's technology is the perfect complement to our offering of
Computed Tomography (CT) products," according to Joseph M. Hogan,
President and CEO of GE Medical Systems. "By adding EBT to the
world-renowned LightSpeed(TM) family, GE Medical Systems will be able
to offer a CT scanner to meet every customer need."
"We are excited to have this opportunity to become part of the GE
Medical Systems family," said S. Lewis Meyer, President and CEO of
Imatron. "We are highly confident that the combination of Imatron's
technology and dedicated team of employees, together with the
resources of GE Medical Systems, will bring great value to our
customers, employees, suppliers and shareholders."
In 1998, GE's new multi-slice LightSpeed CT scanner set the
benchmark for image quality, performance, reliability, and exam time.
GE's latest CT scanner, the LightSpeed Ultra, continues to expand
applications, enhances patient care and brings new revenue streams
into hospitals and clinics. GE will continue to make significant
investments in developing both the LightSpeed and EBT systems.
"By bringing the power of Six Sigma to EBT, the way we have with
LightSpeed, we are very excited about the potential applications of
EBT," said Dow Wilson, General Manager of Global CT for GE Medical
Systems. "The EBT C300 scanner offers tremendous potential for our
customers in the hospital and free-standing imaging center
environments."
The transaction, which is subject to regulatory and Imatron
shareholder approvals and other customary conditions, is expected to
close by year-end 2001. In connection with the definitive agreement,
Imatron granted GE an option to acquire newly issued shares of Imatron
common stock, representing 19.9% of its total shares outstanding, at
the $1.89 per share transaction price. In addition, shareholders
representing 11% of the Imatron shares outstanding on a fully diluted
basis have agreed, among other things, to vote their shares in favor
of the proposed transaction. The Board of Directors of Imatron has
unanimously approved the transaction. Thomas Weisel Partners LLC
provided a fairness opinion to the Imatron Board of Directors.
About Imatron
Imatron Inc. is a publicly traded technology-based company
principally engaged in the business of designing, manufacturing, and
marketing the company's newly introduced high performance EBT C300
scanner. The Imatron EBT scanner uses the company's proprietary
Electron Beam Tomography technology to perform unique clinical imaging
applications. Imatron, which is headquartered in South San Francisco,
CA, employs more than 300 people.
For the latest twelve months ended June 30, 2001, Imatron had
revenues of $74.5 million and net income of $8.1 million. Due to
recent developments, and the associated economic uncertainty, some
anticipated shipments have been delayed, which is likely to negatively
impact Imatron's business in the third quarter ending September 30,
2001. Imatron may experience a temporary shortfall in revenues and
profits through the end of the year. Imatron currently anticipates
that it will record revenues of at least $71 million for the fiscal
year ending December 31, 2001, while maintaining fiscal year
profitability.
About GE Medical Systems
GE Medical Systems is an $8 billion global leader in medical
information and technology. Its offerings include networking and
productivity tools, healthcare information systems, patient monitoring
systems, conventional and digital X-ray, computed tomography (CT),
magnetic resonance (MR), ultrasound and bone mineral densitometry,
positron emission tomography (PET), and nuclear medicine. For more
than 100 years, health care providers worldwide have relied on GE
Medical Systems for high quality medical technology, services and
productivity solutions. For more information, visit the GE Medical
Systems Web site at gemedicalsystems.com.
Except for the historical information contained herein, the
matters set forth in this press release are forward-looking statements
within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to risks and uncertainties that may cause
actual results to differ materially. Imatron Inc. and General Electric
Company caution that there can be no assurance that actual results or
conditions will not differ materially from those projected or
suggested in such forward-looking statements based on a variety of
factors, including, but not limited to, the companies' early stages of
development, product developments risks, uncertainty of additional
funding, competition, reliance on a few customers, and the companies'
abilities to protect their patents and proprietary rights and
commercialize their products. Imatron and GE disclaim any intent or
obligation to update these forward-looking statements.
--30--ajb/cgo*
CONTACT: GE Medical Systems
Patrick Jarvis, 262/544-3668
262/853-3874
patrick.jarvis@med.ge.com
or
Imatron Inc.
S. Lewis Meyer or Robin Kelley, 650/583-9964
KEYWORD: WISCONSIN WASHINGTON
INDUSTRY KEYWORD: COMPUTERS/ELECTRONICS MEDICAL MEDICAL DEVICES
NETWORKING SOFTWARE MERGERS/ACQ
SOURCE: GE Medical Systems
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Sep-24-2001 13:20 GMT
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