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Technology Stocks : Thermo Optek Corp. (TOC) -- Ignore unavailable to you. Want to Upgrade?

To: Crossy who wrote (10)	1/31/2000 10:31:00 AM
From: -Mad-Jon	Read Replies (1) \| Respond to of 38

Thermo Optek to be Taken Private (Monday January 31, 9:16 am Eastern Time) Company Press Release SOURCE: Thermo Electron Corporation FRANKLIN, Mass., Jan. 31 /PRNewswire/ -- Thermo Optek Corporation (Amex: TOC - news), a Thermo Electron company (NYSE: TMO - news), announced today that its parent company, Thermo Instrument Systems Inc. (Amex: THI - news), will acquire the minority interest in Thermo Optek for $15.00 per share in cash. This action is part of a major reorganization plan under which Thermo Electron will spin in, spin off, and sell various businesses to focus solely on its core measurement and detection instruments business. Thermo Instrument currently owns approximately 93.2 percent of the outstanding shares of Thermo Optek's common stock. Because Thermo Instrument's ownership is more than 90 percent, it expects to acquire the minority interest through a ``short-form' merger in Delaware. The proposed short-form merger of Thermo Optek will require Securities and Exchange Commission clearance of necessary filings; it will not require Thermo Optek board or shareholder approval. Immediately upon completion of the proposed short-form merger, Thermo Optek's 5% convertible subordinated debentures due October 15, 2000, will become convertible into the same consideration that the minority shareholders of Thermo Optek common stock receive in the merger, or $15.00 per share in cash. Holders of the debentures will therefore have the right, immediately upon completion of the merger, to convert their debentures at the existing conversion price ($13.9446 per share) into $15.00 per share in cash, instead of into the actual shares of Thermo Optek common stock that they would have received if they had converted prior to the proposed merger. Thermo Optek will not call the debentures prior to the merger. Thermo Instrument expects to complete this transaction by the end of the second quarter of 2000. Thermo Optek Corporation is a worldwide leader in optical and energy-based systems and technologies. Its products are used in the scientific instrument, semiconductor, and telecommunications industries to fabricate, analyze, and implement advanced materials. More information is available on the Internet at thermo.com. 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: technological change, obsolescence, and the development and acceptance of new products; the company's acquisition strategy; significant international operations; competition; the protection, defense, and use of intellectual property; dependence on the semiconductor industry and industry volatility; and the potential impact of year 2000 on processing date-sensitive information. SOURCE: Thermo Electron Corporation