Additional Proxy Soliciting Materials (definitive) (defa14a)
27 Giugno 2016 - 12:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June 24, 2016
FEI COMPANY
(Exact name of registrant as specified in its charter)
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Oregon
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000-22780
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93-0621989
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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5350 NE Dawson Creek Drive, Hillsboro, Oregon 97124
(Address of principal executive offices, including zip code)
(503) 726-7500
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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As previously announced, on May 26, 2016, FEI Company (the
Company
) entered into an Agreement and Plan of Merger (the
Merger Agreement
) with Thermo Fisher Scientific Inc. (
Parent
) and Polpis Merger Sub Co., a wholly-owned subsidiary of Parent
(
Merger Sub
), providing for the merger of Merger Sub with and into the Company (the
Merger
), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. The consummation of the Merger is
conditioned upon, among other things, the expiration or termination of any waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the
HSR Act
). On June 24,
2016, the U.S. Federal Trade Commission notified the Company that early termination of the waiting period under the HSR Act was granted, effective immediately.
The consummation of the Merger remains subject to approval by the Companys shareholders and the satisfaction or waiver of customary
closing conditions set forth in the Merger Agreement.
Additional Information and Where to Find It
The Company has filed a preliminary proxy statement on Schedule 14A with the Securities and Exchange Commission (the
SEC
). Promptly
after filing its definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each shareholder entitled to vote at the special meeting relating to the transaction. INVESTORS AND SECURITY
HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE TRANSACTION. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the transaction (when they become available), and any
other documents filed by the Company with the SEC, may be obtained free of charge at the SECs website (http://www.sec.gov) or through the investor relations section of the Companys website (
http://investor.fei.com
).
Participants in the Solicitation
The Company and its
directors, executive officers and other members of its management and employees as well as Parent and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Companys shareholders with
respect to the Merger. Information about the Companys directors and executive officers and their interest in the transaction described herein is set forth in the Companys preliminary proxy statement on Schedule 14A filed with the SEC on
June 24, 2016, and additional information about the Companys directors and executive officers is also included in the proxy statement for the Companys 2016 Annual Meeting of Shareholders filed with the SEC on March 28, 2016.
Information about Parents directors and executive officers is set forth in the proxy statement for Parents 2016 Annual Meeting of Stockholders filed with the SEC on April 5, 2016. Shareholders may obtain additional information
regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the Merger, including the interests of the Companys directors and executive officers in the Merger, which may be different than
those of the Companys shareholders generally, by reading these documents and other relevant documents regarding the Merger, which will be filed with the SEC, when they become available.
Forward-Looking Statements
The following constitutes a
Safe Harbor statement under the Private Securities Litigation Reform Act of 1995: This communication contains forward-looking statements that involve a number of risks and uncertainties. Important factors that could cause actual results
to differ materially from those indicated by forward-looking statements include risks and uncertainties relating to: the need to develop new products and adapt to significant technological change; implementation of strategies for improving growth;
general economic conditions and related uncertainties; dependence on customers capital spending policies and government funding policies; the effect of exchange rate fluctuations on international operations; the effect of healthcare reform
legislation; use and protection of intellectual property; the effect of changes in governmental regulations; and the effect of laws and regulations governing government contracts, as well as the possibility that expected benefits related to the
proposed transaction may not materialize as expected; the transaction not being timely completed, if completed at all; prior to the completion of the transaction, the Companys business
experiencing disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, licensees, other business partners or governmental entities, difficulty retaining key
employees, and the parties being unable to successfully implement integration strategies or to achieve expected synergies and operating efficiencies within the expected time-frames or at all. Additional important factors that could cause actual
results to differ materially from those indicated by such forward-looking statements are set forth in Parents Annual Report on Form 10-K for the year ended December 31, 2015 and its subsequent Quarterly Reports on Form 10-Q, including its
Quarterly Report on Form 10-Q for the quarter ended April 2, 2016, each of which is on file with the SEC and available in the Investors section of Parents website under the heading SEC Filings, and in other
documents Parent files with the SEC, and in the Companys Annual Report on Form 10-K for the year ended December 31, 2015 and its subsequent Quarterly Reports on Form 10-Q, including its Quarterly Report on Form 10-Q for the quarter ended
April 3, 2016, each of which is on file with the SEC and available in the investor relations section of the Companys website, investor.fei.com, under the heading SEC Filings, and in other documents the Company files with the
SEC. While Parent or the Company may elect to update forward-looking statements at some point in the future, Parent and the Company specifically disclaim any obligation to do so, even if estimates change and, therefore, you should not rely on these
forward-looking statements as representing either Parents or the Companys views as of any date subsequent to today.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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FEI COMPANY
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By:
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/s/ Bradley J. Thies
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Senior Vice President of Law and Administration, General Counsel and Secretary
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Date: June 27, 2016
Grafico Azioni Fei Company (MM) (NASDAQ:FEIC)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni Fei Company (MM) (NASDAQ:FEIC)
Storico
Da Feb 2024 a Feb 2025