Printer Friendly

THERMO INSTRUMENT STATES PLAN FOR NICOLET MERGER FOLLOWING TENDER OFFER

THERMO INSTRUMENT STATES PLAN FOR NICOLET MERGER FOLLOWING TENDER OFFER
 WALTHAM, Mass., August 5 /PRNewswire/ -- Thermo Instrument Systems Inc. (AMEX: THI) confirmed today that its wholly owned subsidiary, NI Acquisition Corp., intends to acquire all shares of Wisconsin-based Nicolet Instrument Corporation (NYSE-NIC) common stock at $21.00 net per share in cash, including any shares not purchased in its current tender offer. The tender offer is scheduled to expire at 12 midnight Eastern Daylight Time on Aug. 20, 1992, unless extended by giving notice to The First National Bank of Boston, the Depositary for the offer, and making a public announcement. Thermo Instrument Systems' plan is to acquire any shares not purchased in the tender offer through consummation of the cash merger agreement entered into on July 23, 1992, with Nicolet on previously announced terms.
 Thermo Instrument Systems is releasing this statement in response to questions concerning the application of certain provisions of Wisconsin corporate law to its acquisition of Nicolet. Under Wisconsin corporate law, the planned second-step merger would be subject to a "supermajority" vote of Nicolet shareholders if the price paid in the merger would not meet certain price standards set forth in the state law. These standards would require that the merger price equal or exceed the Rmarket valueS (as defined in Section 180.1130 of the Wisconsin Statutes) of Nicolet stock on the date the tender offer closes. A condition of the tender offer is that if such market value were to exceed $21 per share, Thermo Instrument Systems would not be required to close the tender offer or to consummate the merger. However, if that situation arose, Thermo Instrument Systems intends to waive this condition, close the tender offer, and restructure the merger as a reverse stock split. A reverse stock split, in which remaining Nicolet shareholders would receive the equivalent of $21 per share in cash, would not be subject to the supermajority voting and price standards provisions of the Wisconsin law.
 Nicolet Instrument Corporation designs, manufactures, and markets instrumentation for a broad range of analytical chemistry, neuro-diagnostic, and electronic engineering problem-solving applications in science and industry. The company's headquarters are located in Madison, Wisconsin.
 Thermo Instrument Systems develops, manufactures, and markets analytical instruments used to detect and monitor air pollution, radioactivity, complex chemical compounds, and toxic metals and other elements in a broad range of liquids and solids. The company also provides environmental science and engineering services, laboratory- based testing, and nuclear health physics services. Thermo Instrument Systems is a public subsidiary of Thermo Electron Corporation (NYSE: TMO).
 -0- 8/5/92
 /CONTACT: John N. Hatsopoulos of Thermo Electron, 617-622-1111/
 (THI TMO) CO: Thermo Instrument Systems; Thermo Electron ST: Massachusetts IN: SU:


TM -- NE003 -- 6990 08/05/92 10:07 EDT
COPYRIGHT 1992 PR Newswire Association LLC
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1992 Gale, Cengage Learning. All rights reserved.

Article Details
Printer friendly Cite/link Email Feedback
Publication:PR Newswire
Date:Aug 5, 1992
Words:458
Previous Article:ARMOR ALL ANNOUNCES MIDSUMMER'S TOP 10 HOT SPOTS -- CITIES TOUGHEST ON A CAR'S APPEARANCE; SECOND ANNUAL CAR CARE STUDY RELEASED
Next Article:CARLISLE PLASTICS APPOINTS PRESIDENT OF FILM PRODUCTS GROUP
Topics:


Related Articles
THERMO INSTRUMENT TO ACQUIRE NICOLET INSTRUMENT CORPORATION
THERMO INSTRUMENT MAKES TENDER OFFER FOR NICOLET STOCK, PARTIES SIGN DEFINITIVE ACQUISITION AGREEMENT
THERMO INSTRUMENT SYSTEMS COMPLETES ACQUISITION OF IRT CORPORATION
THERMOSPECTRA CORPORATION REPORTS THIRD QUARTER RESULTS
BIRD MEDICAL TECHNOLOGIES AGREES TO $9.25 PER SHARE CASH BUYOUT BY THERMO ELECTRON
THERMO ELECTRON SIGNS DEFINITIVE MERGER AGREEMENT WITH BIRD MEDICAL TECHNOLOGIES, INC.
Thermo Electron's Nicolet Biomedical Unit Completes Acquisition Of Imex Medical
Thermedics Detection Announces Cash Tender Offer by Thermedics.
Thermedics Takes Thermedics Detection Private.
Thermedics Detection Announces Completion of Short-Form Merger.

Terms of use | Copyright © 2017 Farlex, Inc. | Feedback | For webmasters