Thermo Electron to Take Spectra-Physics Private

Nov. 7, 2001
Thermo Electron announced that it plans to take its Spectra-Physics Inc. subsidiary private at a new cash price of $17.50 per share. Thermo Electron expects to initiate the cash tender offer by November 16, 2001, for any and all outstanding shares of Spectra-Physics common stock held by minority shareholders.

Thermo Electron announced that it plans to take its Spectra-Physics Inc. subsidiary private at a new cash price of $17.50 per share. Thermo Electron expects to initiate the cash tender offer by November 16, 2001, for any and all outstanding shares of Spectra-Physics common stock held by minority shareholders. On September 26, 2001, Thermo Electron announced that it was delaying the commencement of its tender offer for shares of Spectra-Physics while it analyzed the impact on Spectra-Physics of the worsening economic conditions following the September 11 events.

As of today, Thermo Electron owned approximately 80 percent of Spectra- Physics common stock. The goal of the tender offer is to bring Thermo Electron's equity ownership in Spectra-Physics to at least 90 percent. If Thermo Electron achieves this 90-percent ownership threshold, it plans to acquire all remaining outstanding shares of Spectra-Physics common stock through a subsequent ``short-form'' merger, the timing of which will be announced at a later date. Shareholders who do not participate in the tender offer will also receive $17.50 in cash for their Spectra-Physics shares in the short-form merger.

The tender offer and proposed subsequent short-form merger require Securities and Exchange Commission clearance of necessary filings. The short- form merger would not require Spectra-Physics board or shareholder approval.

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 online production to ensure that quality standards are met safely and efficiently.

Thermo Electron, based in Waltham, Massachusetts, reported $2.3 billion in revenues in 2000 and employs approximately 12,000 people worldwide. For more information on Thermo Electron, visit http://www.thermo.com.

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