Colorado MEDtech Responds to Anthony Fant's Request to Meet With the Board.Business Editors & Health/Medical Writers BOULDER Boulder, city, United States Boulder, city (1990 pop. 83,312), seat of Boulder co., N central Colo.; inc. 1871. A Rocky Mountain resort and a suburb of Denver, it is the seat of the Univ. of Colorado (1876). , Colo.--(BW HealthWire)--Oct. 2, 2000 Colorado MEDtech, Inc. (Nasdaq:CMED CMED Coordinated Medical Emergency Direction CMED Central Massachusetts Emergency Dispatch ) responded today to a request made by Anthony Fant, Chairman of the Board and Chief Executive Officer of HEI HEI Higher Education Institution (UK) HEI Health Effects Institute HEI Hautes Études Internationales HEI House Ear Institute HEI Healthy Eating Index HEI Hautes Etudes d'Ingénieur HEI High-Explosive Incendiary , Inc., to meet with the Company's Board of Directors. Stephen K. Onody, the Chief Executive Officer & President of the Company, sent the following letter to Mr. Fant:
October 2, 2000
Via Facsimile
Mr. Anthony Fant
Chairman of the Board &
Chief Executive Officer
HEI, Inc.
P.O. Box 5000
1495 Steiger Lake Lane
Victoria, MN 55386
Dear Mr. Fant: I have discussed with the Colorado MEDtech Board of Directors the request you made at our meeting Friday, September 21, 2000, to make a presentation directly to them. The Board has considered the information you gave to us at our meeting as well as other information it has about HEI, Inc. Based upon this information, the Board has asked me to advise you that it does not believe any purpose would be served by a further presentation and as a result the Board has declined your request. We understand your views of the advantages you perceive from a combination, but we do not share your belief that such a combination offers a compelling strategic case for our Company and its shareholders. We believe that many of the features of a combination of our companies that you pointed out at our meeting were the type of general statements one could make about the combination of any two technology companies. At a fundamental business level, the combination of our two companies would only serve to make HEI a bigger company. We do not see this as a compelling strategic rationale. Please feel free to contact me if you have any questions. Very truly yours, /s/Stephen K. Onody Stephen K. Onody Chief Executive Officer & President Colorado MEDtech, Inc., through its wholly owned subsidiaries Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. and operating divisions, is a leading full-service provider of advanced medical products and comprehensive outsourcing (1) Contracting with outside consultants, software houses or service bureaus to perform systems analysis, programming and datacenter operations. Contrast with insourcing. See netsourcing, ASP, SSP and facilities management. services. Additional Information The statements in this letter that are not historical facts are forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. that represent management's beliefs and assumptions based on currently available information. Forward-looking statements can be identified by the use of words such as "believes," "intends," "may," "will," "should," "anticipated" or comparable terminology or by discussions of strategy. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it cannot assure that these expectations will prove to be correct. Such statements involve risks and uncertainties, including, but not limited to, the risk that the Company's existing level of orders may not be indicative of the level or trend of future orders, the risk that the Company may not successfully complete the work encompassed by current or future orders, the risk that unforeseen technical or production difficulties may adversely impact project timing and financial performance, the risk that the management changes will not produce the desired results, the risk that acquired companies cannot be successfully integrated with the Company's existing operations, the risk that a downturn in general economic conditions or customer budgets may adversely affect research and development and capital expenditure budgets of potential customers upon which the Company is dependent, and developments that may occur regarding Mr. Fant and HEI, Inc. Should one or more of these risks materialize ma·te·ri·al·ize v. ma·te·ri·al·ized, ma·te·ri·al·iz·ing, ma·te·ri·al·iz·es v.tr. 1. To cause to become real or actual: By building the house, we materialized a dream. (or the consequences of such a development worsen wors·en tr. & intr.v. wors·ened, wors·en·ing, wors·ens To make or become worse. worsen Verb to make or become worse worsening adjn ), or should the underlying assumptions prove incorrect, actual results could differ materially from those forecasted or expected. These factors are more fully described in the Company's documents filed from time to time with the Securities and Exchange Commission. The Company assumes no duty to update any forward-looking statements. If an exchange offer commences, the Company will file a solicitation/recommendation statement regarding the exchange offer. If a proxy solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual commences, the Company and certain of its officers and directors may be deemed to be participants in the solicitation of proxies from the Company's shareholders with respect to the transactions contemplated above, and a proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. to solicit proxies from the Company's security holders may be required to be filed. Information regarding such officers and directors is included in the Company's annual report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the fiscal year ended June 30, 1999, in its proxy statement for its 1999 annual meeting and in its filing with the SEC on September 21, 2000, filed pursuant to Rule 425 under the Securities Act of 1933, as amended. These documents are available free of charge at the Securities and Exchange Commission web site and from the Company's contact, each listed below. The Company has retained Wasserstein Perella & Co. ("Wasserstein Perella") to assist the Company in evaluating its response to HEI's proposal, for which they received and may receive substantial fees, as well as reimbursement Reimbursement Payment made to someone for out-of-pocket expenses has incurred. of reasonable out-of-pocket expenses out-of-pocket expenses n. moneys paid directly for necessary items by a contractor, trustee, executor, administrator or any person responsible to cover expenses not detailed by agreement. . In addition, the Company has agreed to indemnify To compensate for loss or damage; to provide security for financial reimbursement to an individual in case of a specified loss incurred by the person. Insurance companies indemnify their policyholders against damage caused by such things as fire, theft, and flooding, which Wasserstein Perella and certain persons related to them against certain liabilities, including certain liabilities under the federal securities laws, arising out of their engagement. Wasserstein Perella is an investment banking firm that provides a full range of financial services The examples and perspective in this article or section may not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. for institutional and individual clients. Wasserstein Perella does not admit that it or any of its directors, officers or employees is a "participant" as defined in Schedule 14A promulgated prom·ul·gate tr.v. prom·ul·gat·ed, prom·ul·gat·ing, prom·ul·gates 1. To make known (a decree, for example) by public declaration; announce officially. See Synonyms at announce. 2. under the Securities Exchange Act of 1934, as amended, in any solicitation, or that Schedule 14A requires the disclosure of certain information concerning Wasserstein Perella. Investors and security holders are advised to read any solicitation/recommendation statement, proxy solicitation statement and any other relevant documents to be filed by the company with the Securities and Exchange Commission when they become available, because each of these documents will contain important information. Investors and security holders may obtain a free copy of these documents when available and other documents filed by the company with the SEC at the SEC's Internet web site at www.Sec.Gov. These documents may also be obtained free from the company by directing such requests to: Peter J. Jensen, Secretary, Colorado MEDtech, Inc., 6175 Longbow longbow Leading missile weapon of the English from the 14th century into the 16th century. Probably of Welsh origin, it was usually 6 ft (2 m) tall and shot arrows more than a yard long. Drive, Boulder, Colo. 80301, telephone: 303/530-2660. |
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