To: Rocket Red who wrote (1769 ) 3/11/2002 10:37:17 AM From: Al Collard Read Replies (2) | Respond to of 4470 ROB-t ...in the news:CRS Robotics to be acquired by Thermo Electron Mon 11 Mar 2002 News Release Mr. Ralph Steedman reports CRS ROBOTICS CORPORATION TO BE ACQUIRED BY THERMO ELECTRON Thermo Electron Corporation (NYSE: TMO) proposes to acquire for cash, all the issued and outstanding shares of CRS Robotics (including all shares outstanding issuable upon exercise of outstanding options) for $5.75 (Canadian) per share. The total acquisition cost of approximately $67-million (Canadian) will be financed from Thermo Electron's existing cash holdings. Ralph Steedman, President and chief executive officer of CRS, stated: "This is truly an outstanding opportunity for our company. Thermo is a world-class organization in the life sciences business and our software and mover technologies fit perfectly within their product portfolio. I am excited about the future and the opportunity to bring to our existing and potential customers a broader product offering. Thermo will provide CRS with the financial resources and sales/marketing reach to become a leader in laboratory automation for drug discovery." "CRS is truly a key addition to our life and laboratory sciences sector, and is representative of the type of strategic acquisition that Thermo will be making in the future," said Richard F. Syron, chairman and chief executive officer of Thermo Electron. "CRS's innovative automation products complement our existing offerings for the fast-growing drug discovery market and will enable us to provide complete integrated solutions to our customers." Thermo Electron and CRS have entered into a support agreement pursuant to the offer. CRS's board of directors has unanimously agreed to support the offer as in the best interests of its shareholders. In addition, the directors and officers of CRS have agreed to tender all their shares during the offer period. The CRS board has received a fairness opinion from its financial advisers, RBC Capital Markets, indicating that the cash consideration to be received in the offer is fair from a financial point of view to CRS shareholders. In addition to other customary conditions, the support agreement provides that a minimum of 66-2/3 per cent of the outstanding CRS Robotics shares on a fully diluted basis must be tendered during the offer. The support agreement also provides for a $1.38-million (U.S.) termination fee payable to Thermo in certain circumstances. Thermo Electron intends to mail tender offer documents outlining all the terms and conditions to shareholders of CRS on or before March 21, 2002. The offer will expire 36 days thereafter unless extended by Thermo Electron. Completion of the transaction is expected in late April, 2002. Thermo Electron Corporation is a global leader in providing technology-based instruments, components and systems that offer total solutions for markets ranging from life sciences to telecommunications to food, drug and beverage production. The company's powerful technologies help researchers sift through data to make discoveries that will fight disease or prolong life. They allow manufacturers to fabricate critical components required to increase the speed and quality of communications and they automatically monitor and control on-line production to ensure that quality standards are met safely and efficiently. Thermo Electron, based in Waltham, Mass., reported $2.2-billion (U.S.) in revenues in 2001 and employs approximately 12,000 people worldwide. For more information on Thermo Electron, visit www.thermo.com.