Thermo Electron Acquires Spectra-Physics Shares

MOUNTAIN VIEW, Calif., Dec. 31, -- Spectra-Physics Inc. announced that Thermo Electron Corp., its majority stockholder, has completed a cash tender offer of $17.50 per share for any and all outstanding shares of Spectra-Physics common stock.

In its Dec. 24 news release announcing the completion of the cash tender offer, Thermo Electron said the offer and withdrawal rights expired at midnight on Friday, Dec. 21. Equiserve Trust Company LP, the depositary for the offer, reported that Thermo Electron acquired approximately 3,631,895 shares of Spectra-Physics common stock in the tender offer, bringing its equity ownership of Spectra-Physics to approximately 93.6 percent.

Thermo Electron also said it intends to acquire the remaining Spectra-Physics shares through a short-form merger after Feb. 22, 2002, when the restrictions of Section 203 of the Delaware General Corporation Law relating to any merger involving Thermo Electron and Spectra-Physics lapse. Once Thermo Electron completes the short-form merger, which does not require the approval of Spectra-Physics' board of directors or stockholders, Spectra-Physics common stock will no longer be listed on the Nasdaq National Market

According to Thermo Electron, Spectra-Physics stockholders who tendered their shares in the tender offer will receive payment for their shares shortly. Stockholders who did not tender their shares will receive $17.50 per share in the short-form merger, unless they decide to exercise their statutory appraisal rights. Shortly after Feb. 22, 2002, the remaining Spectra-Physics stockholders will receive detailed instructions outlining the steps that they must take in order to obtain payment or exercise their appraisal rights.