Alerted at $3.43 a share just about a month ago you have to be loving TOMO this
morning congratulations to everyone on my list cashing in. Here is the news, no
position for me. Accuray to Acquire TomoTherapy for Approximately $277 Million
in Cash and Stock Combination of Two Best-in-Class Technologies Creates the
Premier Radiation Oncology Company Acquisition Expected to be Accretive to
Accurays FY2013 Earnings Press Release Source: Accuray Incorporated; TomoTherapy
Incorporated On Monday March 7, 2011, 7:00 am EST SUNNYVALE, Calif. and MADISON,
Wis., March 7, 2011 /PRNewswire/ Accuray (Nasdaq: ARAY News ), a global leader
in the field of radiosurgery, and TomoTherapy Incorporated (Nasdaq: TOMO News
), creator of advanced radiation therapy solutions for cancer care, today
announced that they have signed a definitive agreement under which Accuray will
acquire TomoTherapy for $4.80 per share in cash and stock, or a total of
approximately $277 million. The transaction combines the best-in-class
technologies from two high-growth companies to create the premier radiation
oncology company. The companies currently serve complementary patient
populations that are treated by the same medical specialty. The combined
company will offer advanced patient-focused technologies for the treatment of
cancer and other diseases, ranging from high-precision radiosurgery for
early-stage and localized disease to image-guided, intensity-modulated radiation
therapy for more advanced disease sites throughout the body. The combined
company will have an installed base of more than 550 units in 32 countries, and
more than 1,100 employees, with a global sales presence and the scale to provide
excellent customer service. The combined revenue of the two companies in
calendar year 2010 exceeded $400 million, 30 percent of which was generated from
service of the installed base. The transaction strengthens Accurays position as
the leading innovator in the field of radiation oncology and will enhance our
growth strategy, said Euan S. Thomson, Ph.D., president and chief executive
officer of Accuray. This acquisition will create a company that can provide
patients with radiation treatments tailored to their specific needs, from
high-precision radiosurgery to image-guided, intensity-modulated radiation
therapy. This transformational transaction significantly increases our global
market presence, creates financial benefits from operating efficiencies and
overhead reductions, and creates exciting new revenue opportunities for us.
The combined company will also have greater scale to invest in the R&D that
will keep it on the leading edge of innovation, offering new hope for cancer
patients worldwide. We look forward to working together with TomoTherapy towards
realizing the full benefits of this combination for shareholders, patients,
customers, and employees of both companies. This is an exciting opportunity for
TomoTherapy to combine its best-in-class radiation therapy products with
Accurays gold-standard radiosurgery products to improve treatment for cancer
patients worldwide, said Frederick A. Robertson, M.D., president and chief
executive officer of TomoTherapy. Both companies share the same passion for
innovation, patient care and comfort, and this combination creates a single,
strong organization that will be better positioned for success. This transaction
offers attractive value for our shareholders, greater career opportunities for
our employees and hope for breakthrough new treatments for our patients. Our two
teams are committed to working together towards a smooth transition and
integration. Under the terms of the transaction, TomoTherapy shareholders will
receive $3.15 in cash and 0.1648 shares of Accuray common stock per share of
TomoTherapy common stock. Based on the closing price of Accurays common stock
on March 4, 2011, the stock component of the consideration is valued at $1.65
per share. The acquisition price represents a premium of 30.8% percent above
the closing price of TomoTherapys shares on March 4, 2011. The transaction,
which has been approved by the boards of directors of both companies, is
expected to close in the second quarter or the beginning of the third quarter of
calendar 2011, subject to customary closing conditions, TomoTherapy shareholder
approval and regulatory approvals. The acquisition is expected to be accretive
to Accuray earnings per share in its fiscal year beginning July 1, 2012. Accuray
recognizes that Madison, Wisconsin, TomoTherapys operating and corporate
headquarters, is an important center for medical excellence and innovation, and
Accuray is committed to maintaining a strong presence in the area. UBS
Investment Bank served as Accurays financial advisor on the transaction, and
Gibson, Dunn & Crutcher LLP served as its legal counsel. BofA Merrill Lynch
served as financial advisor to TomoTherapy. Sidley Austin LLP served as
TomoTherapys legal counsel. The companies have created a new website,
www.AccurayTomoTherapy.com , with information regarding this transaction for
customers, patients, shareholders and other important stakeholders. The
companies will update this website periodically with new information to keep its
stakeholders informed.
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