EXHIBIT 99.1
THERMO ELECTRON ADOPTS
NEW SHAREHOLDER RIGHTS PLAN
WALTHAM, Mass., January 19, 1996 --Thermo Electron
Corporation (NYSE-TMO) announced today that its Board of
Directors has adopted a new Shareholder Rights Plan. Under the
new plan, preferred-stock purchase rights will be distributed on
January 29, 1996, as a dividend, at the rate of one right for
each share of Thermo Electron Corporation Common Stock
outstanding as of the close of business on January 29. The new
plan replaces the existing Shareholder Rights Plan, which was
adopted in 1988. Because the market price of Thermo Electron's
Common Stock has appreciated significantly since then, the
exercise price of the rights outstanding under the current plan
(which is intended to reflect the long-term value of the
company's Common Stock) is less than the current market value of
the Common Stock. As a result, the current plan has lost much of
its effectiveness.
The new Rights Plan is designed to enable all shareholders
of Thermo Electron Corporation to realize the long-term value of
their investment in the company. Specifically, the plan is
designed to deter coercive or unfair takeover tactics and to
prevent an acquirer from gaining control of the company without
offering a fair price to all of the company's shareholders. The
new rights will expire on January 29, 2006, unless earlier
redeemed or exchanged
George N. Hatsopoulos, the company's chairman and president,
said the new Rights Plan "will not restrict consideration by the
Board of any offer on terms favorable to all shareholders and is
designed to increase the Board's flexibility in the event the
company is confronted with coercive or unfair takeover tactics."
Such tactics would include a partial or two-tiered tender offer
that does not treat all shareholders equally, the acquisition in
the open market or otherwise of shares constituting control
without offering fair value to all shareholders, or other
abusive takeover tactics. He added, "These tactics can unfairly
pressure shareholders, squeeze them out of their investment
without giving them any real choice, and deprive them of the full
value of their shares." Similar plans have been adopted by over
2,500 public companies.
Each right will entitle the holder of Common Stock of Thermo
Electron Corporation to purchase one ten-thousandth of a share
of a new series of junior participating preferred stock of the
company at an exercise price of $250. The rights will be
exercisable only if a person or group has acquired beneficial
ownership of 15 percent or more of the Common Stock of the
company or announces a tender or exchange offer that would
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result in such person or group owning 15 percent or more of the
Common Stock of the company.
In the event that any person becomes the beneficial owner of
15 percent or more of the shares of Common Stock of the company,
except pursuant to a tender or exchange offer for all shares at
a fair price as determined by the outside Board members, each
right not owned by that shareholder will enable the holder to
purchase the number of shares of the company's Common Stock that
equals the exercise price of the right divided by one half of
the current market price of the Common Stock on the date of the
event. In addition, if the company is involved in a merger or
other business combination transaction with another person or
group in which it is not the surviving corporation, or in
connection with which its Common Stock is changed or converted,
or it sells or transfers 50 percent or more of its assets or
earning power to another person, each right that has not
previously been exercised will entitle the holder to purchase the
number of shares of common stock of such other person that
equals the exercise price of the right divided by one half of
the current market price of such common stock on the date of the
event. The company will generally be entitled to redeem
the rights at $.01 per right at any time until the tenth day
following a public announcement that a 15 percent stock position
has been acquired, and in certain other circumstances.
The company also announced that, in conjunction with the
adoption of the new Shareholder Rights Plan, it has redeemed the
rights issued by it pursuant to the company's 1988 Rights
Agreement. The redemption price for these previously issued
rights is $.02 per right. As a result of stock splits effected
since the adoption of the 1988 Rights Agreement, this price now
translates to $.009 per share of Common Stock outstanding on
January 29, 1996, the record date for the redemption payment.
Shareholders of record on that date can expect to receive this
payment on or about February 12, 1996, the payment date. The
redemption payment will be generally treated as a dividend for
tax purposes.
Thermo Electron Corporation is a world leader in
environmental monitoring and analysis instruments and a major
manufacturer of biomedical products including heart-assist
devices and mammography systems, papermaking and recycling
equipment, alternative-energy systems, and other specialized
products. The company also provides environmental and
metallurgical services and conducts advanced technology research
and development. With annual worldwide sales of nearly $2.0
billion, Thermo Electron has approximately 13,000 employees and
operations in 14 countries. Headquarters are in Waltham,
Massachusetts.