Philips Extends Tender Offer for Shares of ADAC Laboratories to 1:00 P.M., New York City Time, Today, Monday, December 18, 2000.Business Editors AMSTERDAM, the Netherlands--(BUSINESS WIRE)--Dec. 18, 2000 91.2518% of Fully Diluted Shares Tendered or Covered by Guaranteed Delivery Notices Royal Philips Electronics (AEX AEX See: Amsterdam Exchange :PHI phi n. Symbol The 21st letter of the Greek alphabet.PHI, n See health information, protected. , NYSE NYSE See: New York Stock Exchange :PHG) announced today that it has extended the expiration date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. of its $18.50 per share cash tender offer for all of the outstanding shares of common stock of ADAC ADAC Allgemeiner Deutscher Automobil Club (German automobile club) ADAC Aboriginal Drug and Alcohol Council ADAC Art Directors and Artists Club (Sacramento, California) ADAC Alcohol and Drug Abuse Council Laboratories (Nasdaq:ADAC) until 1:00 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, Today, Monday, December 18, 2000. As of 5:00 p.m., New York City time, on Friday, December 15, 2000, approximately 19,489,881 ADAC shares had been validly tendered and not withdrawn pursuant to the tender offer. In addition, notices of guaranteed delivery with respect to approximately 337,671 ADAC shares had been received by the depositary DEPOSITARY, contracts. He with whom a deposit is confided or made. 2. It is, the essence of the contract of deposits that it should be gratuitous on the part 'of the depositary. 9 M. R. 470. for the offer. The shares tendered and not withdrawn represent approximately 89.6977% of the total outstanding shares of ADAC common stock on a fully diluted basis, calculated in accordance with the merger agreement. The shares covered by the notices of guaranteed delivery represent an additional 1.5541% of the total outstanding shares of ADAC common stock on a fully diluted basis, as so calculated. The offer is conditional upon there being tendered into the offer at least 90% of the total outstanding shares of ADAC common stock on a fully diluted basis, calculated in accordance with the merger agreement. In order to complete the offer, an additional 65,679 shares must be tendered into the offer and not withdrawn or delivered in satisfaction of shareholders' obligations pursuant to existing notices of guaranteed delivery. This number is equivalent to fewer than 20% of the shares covered by existing notices of guaranteed delivery. The tender offer commenced on November 14, 2000 and is now scheduled to expire at 1:00 p.m., New York City time, Today, Monday, December 18, 2000, unless further extended. Pursuant to the terms of the merger agreement, Philips may extend the offer one or more times up to a maximum of ten business days. If as of such tenth business day there have not been validly tendered at least 90% of the outstanding shares of common stock of ADAC Laboratories, calculated on a fully diluted basis, then Philips has a number of options. It must either amend the offer to reduce the number of shares subject to the offer to 49.90% of the outstanding shares of ADAC common stock (in which case Philips would cause ADAC to call a shareholders' meeting shareholders' meeting n. a meeting, usually annual, of all shareholders of a corporation (although in large corporations only a small percentage attend) to elect the Board of Directors and hear reports on the company's business situation. after completion of the amended offer for the purpose of securing approval of the merger and the merger agreement by a majority vote of the ADAC shareholders). Or Philips must amend the offer in contemplation of the exercise of an option that ADAC has granted to Philips, which will permit Philips to purchase that number of shares of ADAC common stock, which, when combined with shares of common stock of ADAC issuable upon exercise of the option, equals 90.1% of the ADAC shares then outstanding calculated on a fully diluted basis. In the event that Philips acquires more than 90% of the outstanding ADAC shares, it will be able to effect the merger without a vote of ADAC's shareholders. As previously announced, there are no antitrust obstacles to completing the offer. For further information: Ben Geerts, Philips Corporate Communications Corporate communications is the process of facilitating information and knowledge exchanges with internal and key external groups and individuals that have a direct relationship with an enterprise. , tel: +31 20 5977215 Linda Snyder, ADAC Laboratories, tel: +1 408 468 3750 ADAC Laboratories is a worldwide market leader in nuclear medicine imaging nuclear medicine imaging, n the diagnostic imaging field that evaluates organ function by injecting isotopes into a structure and documenting the amount of radiation emanating from the tissues. equipment and radiation therapy planning systems See spreadsheet and financial planning system. . The company offers a broad range of nuclear medicine systems that are used primarily in the diagnosis of heart disease and cancer. In addition, ADAC Laboratories is an emerging leader in positron emission tomography positron emission tomography: see PET scan. positron emission tomography (PET) Imaging technique used in diagnosis and biomedical research. (PET) imaging. PET provides physicians with solutions for accurate cancer disease management. The market for PET systems has grown dramatically in the past year due to expanded Medicare reimbursement, and the widespread acceptance of PET in the U.S.A. for cancer diagnosis, staging and treatment follow-up. Royal Philips Electronics of the Netherlands is one of the world's biggest electronics companies and Europe's largest, with sales of EUR EUR In currencies, this is the abbreviation for the Euro. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 31.5 billion in 1999. It is a global leader in color television sets, lighting, electric shavers, color picture tubes for televisions and monitors, and one-chip TV products. Its 239,370 employees in more than 60 countries are active in the areas of lighting, consumer electronics, domestic appliances, components, semiconductors and medical systems. Philips is quoted on the NYSE (symbol:PHG), London, Frankfurt, Amsterdam and other stock exchanges. News from Philips is located at www.news.philips.com. Philips Medical Systems is a leader in diagnostic imaging and related services and offers a robust portfolio, including Catheterization catheterization Threading of a flexible tube (catheter) through a channel in the body to inject drugs or a contrast medium, measure and record flow and pressures, inspect structures, take samples, diagnose disorders, or clear blockages. Labs, MR, CT, X-ray, and ultrasound systems, as well as information technology solutions that address the radiology, general imaging, surgical and cardiovascular markets. ADAC Laboratories' shareholders are advised to read the tender offer statement regarding the business combination between ADAC Laboratories and Philips referred to in the news release above, which was filed by Philips Holding USA Inc. and Philips Medical Acquisition Corporation, wholly-owned subsidiaries of Philips, with the U.S. Securities and Exchange Commission, and the related solicitation/recommendation statement that was filed by ADAC Laboratories with the Commission. The tender offer statement (including an offer to purchase, letter of transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. and related tender offer documents) and the solicitation/recommendation statement contain important information that should be read carefully before any decision is made with respect to the tender offer. These documents have been made available to all holders of ADAC Laboratories common stock at no expense to them. These documents are also available at no charge at the SEC web site at www.sec.gov. The press release above is neither an offer to purchase nor a solicitation of an offer to sell securities of ADAC Laboratories. The tender offer is made solely by an offer to purchase and related letter of transmittal as disseminated upon the commencement of the tender offer. |
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