Thermo Electron Corp. (Waltham, MA; 781-622-1172) has entered into a definitive agreement to merge with Thermo Power Corp. (Waltham). The company has also modified its previous plans and announced that it will merge with Thermo TerraTech Inc. (Waltham), ThermoRetec Corp. (Concord, MA), and The Randers Killam Group Inc. (Milburn, NJ). In addition to these mergers, Thermo Electron has authorized the repurchase, through May 5, 2000, of up to $100 million of its own securities and those of its publicly held subsidiaries.
Thermo Power Merger (Back to Top)
Thermo Power Corp. has entered into a definitive agreement to merge with its parent company, Thermo Electron Corp. Through the agreement, Thermo Electron would acquire all of the outstanding common stock of Thermo Power held by minority stockholders. Thermo Power's board of directors unanimously approved the merger agreement based on a recommendation from a special committee of its board of directors.
Under the terms of the merger agreement, Thermo Power would become a wholly owned subsidiary of Thermo Electron. Each issued and outstanding share of the company's common stock not already owned by Thermo Electron or Thermo Power would be exchanged for $12.00 in cash. Following the merger, the company's common stock would cease to be publicly traded.
The special committee extensively negotiated the terms of the merger agreement with Thermo Electron over several weeks. The special committee's members are Frank Borman and John Setnicka. The special committee retained Invemed Assoc. LLC to serve as its independent financial advisor and Morgan, Lewis, and Bockius LLP to serve as its independent legal counsel. Invemed Assoc. has provided its opinion to the special committee that the $12.00 per share price is fair to the minority stockholders of Thermo Power from a financial point of view.
The company expects that the necessary filings with the Securities and Exchange Commission (SEC) in connection with the merger will be made shortly, and that proxy materials for a special meeting of stockholders will be mailed to Thermo Power stockholders promptly after completion of the SEC review. Thermo Electron intends to vote all of its shares of the company's common stock in favor of approval of the merger agreement and, therefore, approval of the merger agreement is assured. The transaction is expected to close during the third calendar quarter of 1999.
Thermo Power Corp. manufactures, markets, and services intelligent traffic-control systems and related products, industrial refrigeration equipment, and commercial cooling and cogeneration systems. The company also conducts R&D on advanced power and pollution-control technologies and offers specialty lighting products. Thermo Power is a public subsidiary of Thermo Electron Corp.
Thermo TerraTech Merger (Back to Top)
Thermo Electron has modified its previously announced plan to consolidate its industrial outsourcing companies into Thermo TerraTech Inc. Under the modified plan, Thermo TerraTech will merge with Thermo Electron. ThermoRetec Corp. and The Randers Killam Group Inc., both subsidiaries of Thermo TerraTech, will also merge into Thermo Electron. As a result, all three companies will become wholly owned subsidiaries of Thermo Electron.
Under the modified plan, the public shareholders of Thermo TerraTech, ThermoRetec, and The Randers Killam Group will receive common stock in Thermo Electron in exchange for their shares in each of these subsidiaries.
The original reorganization plan, announced by Thermo Electron in August 1998, called for Thermo TerraTech to acquire ThermoRetec and The Randers Killam Group, with shareholders of these companies receiving Thermo TerraTech stock in exchange for their shares in the subsidiaries. All of the proposed transactions are subject to numerous conditions.
Thermo TerraTech Inc. provides industrial outsourcing services and manufacturing support encompassing a broad range of specialties, including infrastructure engineering, design and construction, environmental compliance, laboratory testing, and metal treating. Thermo TerraTech is a public subsidiary of Thermo Electron Corp.
Stock Repurchase Plan (Back to Top)
The board of directors of Thermo Electron Corp. has also authorized the repurchase, through May 5, 2000, of up to $100 million of its own securities and those of its publicly held subsidiaries in the open market, or in negotiated transactions. The timing and amount of any repurchases will be at the discretion of the company's management and will be based on market conditions, maintaining the required ownership of such subsidiaries for accounting and/or tax consolidation purposes, and other corporate considerations.
This new authorization is in addition to approximately $28 million that remains under a previous authorization that expires in February 2000, which also includes both Thermo Electron securities and those of its subsidiaries. Since January 1999, the company has spent approximately $102 million to repurchase its own and its subsidiaries' securities. These amounts do not include separate authorizations and repurchases directly by the company's majority-owned subsidiaries.
Profile Of Thermo Electron (Back to Top)
Thermo Electron Corp. is a world leader in monitoring, analytical, and biomedical instrumentation; biomedical products including heart-assist devices, respiratory-care equipment, and mammography systems; and paper recycling and papermaking equipment. The company also develops alternative-energy systems and clean fuels, provides a range of services including industrial outsourcing and environmental-liability management, and conducts R&D in advanced imaging, laser communications, and electronic information-management technologies. With annual worldwide sales of $3.9 billion, Thermo Electron has approximately 25,000 employees and operations in 23 countries.
For more information, call Thermo Electron at 781-622-1172.