0000912057-01-534709.txt : 20011010
0000912057-01-534709.hdr.sgml : 20011010
ACCESSION NUMBER: 0000912057-01-534709
CONFORMED SUBMISSION TYPE: 425
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011009
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: IMATRON INC
CENTRAL INDEX KEY: 0000720477
STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845]
IRS NUMBER: 942880078
STATE OF INCORPORATION: NJ
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 425
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-12405
FILM NUMBER: 1754117
BUSINESS ADDRESS:
STREET 1: 389 OYSTER POINT BLVD
CITY: S SAN FRANCISCO
STATE: CA
ZIP: 94080
BUSINESS PHONE: 4155839964
MAIL ADDRESS:
STREET 1: 389 OYSTER POINT BLVD
CITY: SOUTH SAN FRANCISCO
STATE: CA
ZIP: 94080
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: GENERAL ELECTRIC CO
CENTRAL INDEX KEY: 0000040545
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600]
IRS NUMBER: 140689340
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 425
BUSINESS ADDRESS:
STREET 1: 3135 EASTON TURNPIKE
STREET 2: W3M
CITY: FAIRFIELD
STATE: CT
ZIP: 06431
BUSINESS PHONE: 203-373-2211
MAIL ADDRESS:
STREET 1: 3135 EASTON TURNPIKE
CITY: FAIRFIELD
STATE: CT
ZIP: 06431
425
1
a2060603z425.txt
425
SUBJECT COMPANY: Imatron Inc.
FILE #000-12405
FILING PERSON: GENERAL ELECTRIC COMPANY
Contact: S. Lewis Meyer, CEO
Robin Kelley, Investor Relations
(650) 583-9964
FOR IMMEDIATE RELEASE
IMATRON ANNOUNCES EIGHT EBT SCANNER SHIPMENTS IN THIRD QUARTER
ECONOMIC UNCERTAINTY CAUSES SHORTFALL IN PROJECTED THIRD QUARTER SHIPMENTS
FISCAL YEAR REVENUES PROJECTED TO BE APPROXIMATELY $71 MILLION
SO. SAN FRANCISCO, CALIF., OCTOBER 8, 2001 -- IMATRON INC. (NASDAQ: IMAT)
announced today that it sold eight Electron Beam Tomography (EBT(TM)) scanners
during its third quarter ended September 30, 2001. Imatron sold nine scanners in
last year's third fiscal quarter.
As previously indicated, based on recent developments and the associated
economic uncertainty, Imatron is now projecting revenues for the 2001 fiscal
year to be approximately $71 million, a 14% increase over fiscal year 2000
revenues. The Company's prior guidance on revenue expectations for the 2001
fiscal year was more than $80 million. The Company further believes that
earnings for the year will fall short of the previous estimate of a 50% increase
in net operating income. However, Imatron expects to report a profit for the
2001 fiscal year, with second half fiscal year operations expected to be at
approximately break even.
As a follow-on to the Company's September 24, 2001 announcement of GE Medical
Systems' definitive agreement to acquire Imatron, the Company would like to
highlight certain important aspects of the merger agreement for its
shareholders.
1) Each Imatron shareholder will receive $1.89 per share payable in GE
stock. The actual number of shares of GE stock that each shareholder
will receive will be determined based on the daily weighted average
closing price of GE stock during the 10 day period ending five
calendar days before the closing of the merger.
2) For federal income tax purposes, the Company and GE intend that the
transaction will qualify as a tax-free reorganization within the rules
and regulations of the Internal Revenue Code.
3) Imatron's board of directors unanimously approved the transaction.
Thomas Weisel Partners LLC delivered a fairness opinion to the Imatron
board of directors as to the fairness of the merger consideration to
be received by Imatron's shareholders from a financial point of view
as of the date of the signing of the merger agreement with General
Electric. This opinion is subject to the assumptions and conditions
set forth in the fairness opinion which will be disclosed and
described in a proxy to be sent to Imatron's shareholders.
4) The transaction is subject to Imatron shareholder approval and other
customary conditions and is expected to close by December 31, 2001.
The merger will be approved by the shareholders of Imatron if, at a
special meeting called for the purpose of approving the merger,
holders of a majority of the shares of Imatron common stock are
present (either in person or by proxy), and a majority of the votes
actually cast at such meeting are cast in favor of the merger. Four
individual Imatron shareholders have signed shareholder agreements
granting to GE a proxy on 10,816,564 shares (including shares issuable
upon exercise of warrants and stock options), representing beneficial
ownership, under SEC rules, of approximately 10% of Imatron's common
stock. As part of the shareholder approval process, each Imatron
shareholder will be sent a proxy statement disclosing the specific
terms and conditions of this transaction as well as the date and
location of the shareholders' meeting. The value of this transaction
to Imatron's shareholders is approximately $200 million.
According to S. Lewis Meyer, Imatron's CEO, "We clearly support GE Medical
Systems' position that Electron Beam Tomography (EBT) technology is the perfect
complement to the GE offering in computed tomography (CT). GE's resources, in
combination with Imatron's proprietary EBT technology portfolio and know-how,
provide a clear, strategic opportunity to capitalize on the unique clinical
potential of EBT."
THIS NEWS RELEASE SHALL NOT CONSTITUTE AN OFFER OF ANY SECURITIES FOR SALE. GE
AND IMATRON INC. WILL PREPARE AND FILE A PROXY STATEMENT/PROSPECTUS. COPIES OF
THIS DOCUMENT WILL BE PROVIDED TO STOCKHOLDERS OF IMATRON INC. IN ADDITION, THIS
DOCUMENT AND OTHER RELEVANT DOCUMENTS CONCERNING THE TRANSACTION WILL BE FILED
WITH THE SECURITIES EXCHANGE COMMISSION AND COPIES WILL BE AVAILABLE FREE OF
CHARGE FROM THE COMMISSION'S WEBSITE (WWW.SEC.GOV) AND FROM GE MEDICAL AND
IMATRON. THIS PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION, AND
INVESTORS ARE URGED TO READ THIS DOCUMENT ONCE IT BECOMES AVAILABLE. INVESTORS
SHOULD READ THE JOINT PROXY/PROSPECTUS CAREFULLY WHEN IT BECOMES AVAILABLE
BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS.
EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS DISCUSSED IN
THIS NEWS RELEASE MAY CONTAIN FORWARD-LOOKING STATEMENTS THAT ARE BASED ON
CURRENT EXPECTATIONS AND ESTIMATES ABOUT THE INDUSTRY IN WHICH IMATRON OPERATES,
THE ESTIMATED IMPACT OF CERTAIN TECHNOLOGICAL ADVANCES, THE ESTIMATED IMPACT OF
PUBLISHED RESEARCH STUDIES ON SCANNER SALES AND PROCEDURES, AS WELL AS
MANAGEMENT'S BELIEFS AND ASSUMPTIONS. IT IS IMPORTANT TO NOTE THAT THE COMPANY'S
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED IN SUCH
FORWARD-LOOKING STATEMENTS. THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY INCLUDE, AMONG OTHERS; FAILED CLINICAL DEMONSTRATION OF
CERTAIN ASSERTED TECHNOLOGICAL ADVANTAGES AND DIAGNOSTIC CAPABILITIES; RELIANCE
ON PRODUCT DISTRIBUTORS; COMPETITION IN THE DIAGNOSTIC IMAGING MARKET; FAILURE
TO IMPROVE PRODUCT RELIABILITY OR INTRODUCE NEW PRODUCT MODELS AND ENHANCEMENTS;
DELAYS IN PRODUCTION AND DIFFICULTY IN OBTAINING COMPONENTS AND SUB-ASSEMBLIES
FROM LIMITED SOURCES OF SUPPLY; INABILITY TO MEET CASH-ON-DELIVERY OR PREPAYMENT
TERMS FROM VENDORS; DETERMINATIONS BY REGULATORY AND ADMINISTRATIVE GOVERNMENT
AUTHORITIES; PATENT EXPIRATION AND DENIAL OF PATENT APPLICATIONS; THE HIGH COST
OF THE SCANNER AS COMPARED TO COMMERCIALLY AVAILABLE CT SCANNERS; AND THE RISK
FACTORS LISTED FROM TIME TO TIME IN THE COMPANY'S SECURITIES AND EXCHANGE
COMMISSION REPORTS, INCLUDING THEIR REPORTS ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2000.
IMATRON, ITS OFFICERS AND DIRECTORS MAY BE DEEMED TO BE PARTICIPANTS IN THE
SOLICITATION OF PROXIES FROM IMATRON SHAREHOLDERS WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT. INFORMATION REGARDING SUCH
OFFICERS AND DIRECTORS IS INCLUDED IN IMATRON'S ANNUAL REPORT ON FORM 10-K FOR
THE YEAR ENDED DECEMBER 31, 2001 FILED WITH THE SEC ON APRIL 1, 2001. THIS
DOCUMENT IS AVAILABLE FREE OF CHARGE AT THE SEC WEBSITE AT WWW.SEC.GOV AND FROM
THE IMATRON CONTACT LISTED ABOVE.
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