SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement.
[ ] Confidential, for use of the commission only (as permitted by Rule
14a-6(e)(2)).
[ ] Definitive proxy statement.
[ ] Definitive additional materials.
[X] Soliciting material under Rule 14a-12.
Osmonics, Inc.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Date: November 4, 2002
This document contains forward-looking statements. The following factors,
among others, could cause the actual results of the acquisition to differ
materially from Osmonics' expectations: the ability to timely and fully
realize the expected cost savings and revenues; competition; changes in
economic conditions. Osmonics does not assume any duty to update
forward-looking statements. Such statements involve known and unknown risks,
uncertainties and other factors that may cause actual results to differ
materially. Such statements are based on information available as of the date
hereof, and are made only as of the date hereof. To the extent that such
statements relate to the proposed merger referred to in this document, there
is a risk, among others, that the merger might not be completed.
The proposed transaction will be submitted to Osmonics' shareholders for
their consideration. GE and Osmonics will file a registration statement, a
proxy statement/prospectus and other relevant documents concerning the
proposed transaction with the SEC. Shareholders of Osmonics are urged to read
the registration statement and the proxy statement/prospectus, and any other
relevant documents filed with the SEC, when they become available, as well as
any amendments or supplements to those documents, because they will contain
important information. You will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information about GE
and Osmonics, at the SEC's Internet site (http://www.sec.gov).
Copies of the proxy statement/prospectus and the SEC filings that will be
incorporated by reference in the proxy statement/prospectus can be obtained,
without charge, by directing a request to GE Power Systems, Attention Dennis
Murphy, 4200 Wildwood Parkway, Atlanta, Georgia, 30339, 770/859-6948, or to
Osmonics, Investor Relations, 5951 Clearwater Drive, Minnetonka, Minnesota,
55343-8995, or 952/933-2277.
GE, Osmonics and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the shareholders
of Osmonics in connection with the merger. Information about the directors and
executive officers of GE is set forth in the proxy statement on Schedule 14A
for GE's 2002 annual meeting of shareholders, as filed with the SEC on March
8, 2002. Information about the directors and executive officers of Osmonics
and their ownership of Osmonics common stock is set forth in the proxy
statement on Schedule 14A for Osmonics' 2002 annual meeting of shareholders,
as filed with the SEC on April 8, 2002.
Additional information regarding participants in the proxy solicitation
may be obtained by reading the proxy statement/prospectus regarding the
proposed transaction when it becomes available.
Internal Memo from Dean Spatz, Chief Executive Officer of Osmonics, Inc.
to employees of Osmonics, dated November 4, 2002.
Joint Press Release, dated November 4, 2002, announcing the execution of
the Agreement and Plan of Merger among General Electric Company, Oasis
Acquisition, Inc. and Osmonics., Inc.
Subject line: GE Power announces agreement to acquire Osmonics
This morning, we announced the agreement to merge Osmonics into a wholly
owned subsidiary of General Electric Company. The attached news release, from
Osmonics and GE, describes the agreement, which is subject to approval by a
majority of holders of Osmonics outstanding common shares, as well as
government approvals. We expect this merger to be completed in the first
quarter of 2003.
There will be no immediate impact on Osmonics employees as a result of
this agreement, and we will continue during the next 3 to 4 months to
implement our current strategies and maintain our current supply and
distribution channels. During this time, GE employees will be visiting
Osmonics sites to work on integration plans to successfully finalize this
merger.
An event of this magnitude could potentially divert our attention from
serving our customers or achieving our stated business objectives. I am
confident this will not occur. I expect all Osmonics employees to continue to
work toward our strategic goals and provide whatever assistance GE employees
require to successfully complete the details of the merger.
Why are we merging with General Electric? As you know, our industry has
undergone tremendous transition since the early 1990s. Mergers of companies
like U.S. Filter and Vivendi, and Suez and Nalco Chemicals, as well as GE's
recent acquisition of Betz Dearborn Chemical, have changed the competitive
landscape of our industry. Over the past three years Osmonics has been
restructuring and refocusing its business, and growth opportunities are
available. Nonetheless, there are risks to remaining independent, particularly
given our size in a consolidating industry. Balancing the risks and benefits
of remaining independent, the Board of Directors believes that this
value-enhancing transaction represents the best available alternative to
Osmonics.
Merging with a company like GE, with its greater size and resources,
gives us the opportunity to build on the significant progress that we've made
and on our solid technology in broad product lines with strong brand
recognition. The merger will enable us to more quickly achieve our growth
goals.
GE Power Systems is one of the world's leading suppliers of power
generation technology, energy services and management systems and had 2001
revenues exceeding $20 billion. It is based in Atlanta, Ga. Its parent,
General Electric Company, headquartered in Fairfield, Conn., is one of the
world's largest and most respected companies, with more than 300,000 employees
worldwide. The operational excellence systems and technologies of GE are
renowned in the industry.
In 1969, I began Osmonics in my home garage as a supplier of industrial
crossflow membranes. In 1971, Osmonics became a publicly traded company. Since
then, as you know, the company has experienced significant growth in its sales
and stock price and has become known worldwide within the water industry for
its technological leadership. This merger agreement positions Osmonics to
continue its past impressive track record of achievement.
I want to extend my deep gratitude to all of our employees, past and
present, for their commitment and effort on behalf of Osmonics. Without your
support, particularly in recent years, Osmonics would not have been as
attractive to GE. And through your ongoing support, Osmonics will continue its
strong leadership as we go forward.
In the next few days, you will be meeting with Osmonics management and
human resources personnel to personally hear about this merger agreement, and
to answer your questions. We will provide you with additional information as
soon as it is available.
Thank you and best regards,
Dean
The proposed transaction will be submitted to Osmonics' shareholders for
their consideration. GE and Osmonics will file a registration statement, a
proxy statement/prospectus and other relevant documents concerning the
proposed transaction with the SEC. Shareholders of Osmonics are urged to read
the registration statement and the proxy statement/prospectus, and any other
relevant documents filed with the SEC, when they become available, as well as
any amendments or supplements to those documents, because they will contain
important information. You will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information about GE
and Osmonics, at the SEC's Internet site (http://www.sec.gov).
Copies of the proxy statement/prospectus and the SEC filings that will be
incorporated by reference in the proxy statement/prospectus can be obtained,
without charge, by directing a request to GE Power Systems, Attention Dennis
Murphy, 4200 Wildwood Parkway, Atlanta, Georgia, 30339, 770/859-6948, or to
Osmonics, Investor Relations, 5951 Clearwater Drive, Minnetonka, Minnesota,
55343-8995, or 952/933-2277.
Osmonics and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the shareholders
of Osmonics in connection with the merger. Information about the directors and
executive officers of Osmonics and their ownership of Osmonics common stock is
set forth in the proxy statement on Schedule 14A for Osmonics' 2002 annual
meeting of shareholders, as filed with the SEC on April 8, 2002.
Additional information regarding participants in the proxy solicitation
may be obtained by reading the proxy statement/prospectus regarding the
proposed transaction when it becomes available.
This document contains forward-looking statements. The following factors,
among others, could cause the actual results of the acquisition to differ
materially from Osmonics' expectations: the ability to timely and fully
realize the expected cost savings and revenues; competition; changes in
economic conditions. Osmonics does not assume any duty to update
forward-looking statements. Such statements involve known and unknown risks,
uncertainties and other factors that may cause actual results to differ
materially. Such statements are based on information available as of the date
hereof, and are made only as of the date hereof. To the extent that such
statements relate to the proposed merger referred to in this document, there
is a risk, among others, that the merger might not be completed.
###
[General Electric Logo appears here]
GE Power Systems
4200 Wildwood Parkway, Atlanta, GA 30339
GE POWER SYSTEMS TO ACQUIRE OSMONICS,
A LEADER IN WATER PURIFICATION AND FILTRATION
New Unit to Become Part of GE Water
ATLANTA, Ga. and MINNETONKA, Minn. - November 4, 2002 - GE Power Systems,
a division of General Electric Company (NYSE: GE) and Osmonics, Inc. (NYSE:
OSM) today announced that they have signed an agreement to merge Osmonics into
a wholly owned subsidiary of GE in a stock and cash transaction. Osmonics,
headquartered in Minnetonka, Minn., is a leading manufacturer and worldwide
marketer of high technology water purification and fluid filtration,
separation and handling equipment.
In the merger, Osmonics shareholders will receive the equivalent of
$17.00 of GE common stock for each share of Osmonics. Shareholders may elect
to receive $17.00 in cash per share instead of GE shares, subject to proration
so that the total cash paid does not exceed 55 percent of the total merger
consideration.
The merger, which is subject to the approval of the holders of a majority
of Osmonics' outstanding common shares, government approvals and other
customary conditions, is expected to close in the first quarter of 2003.
Following the completion of the acquisition, Osmonics will be integrated with
GE Water, a unit of GE Power Systems.
"The fit between GE Water and Osmonics will allow us to better serve the
water needs of our global customers," said John Rice, President and CEO of GE
Power Systems. "By combining Osmonics' excellent technology and engineering
resources with the complementary capabilities of GE Water, we will create an
even broader portfolio of products and services that we can offer for a wide
range of energy and industrial applications worldwide. In addition, we are
excited about the commercial synergies with GE Betz and GE Consumer Products."
Osmonics, with worldwide employment exceeding 1,200, reported sales of
$207 million in 2001. The company manufactures high-technology water
purification and fluid filtration, fluid separation, and fluid handling
equipment. It also makes replaceable components used in purification,
filtration and separation equipment, and consists of three major businesses:
-- The Filtration and Separations Group supplies filtration and
separation products for customers in the food and beverage, dairy,
semiconductor, industrial and petrochemical businesses.
-- The Process Water Group offers standard and custom-designed reverse
osmosis water purification systems and components for beverage, health care,
industrial and municipal segments.
-- The Household Water Group provides point-of-use filtration and control
valve products for the residential and commercial markets.
"Osmonics has a solid product line with excellent opportunities for
growth, but we needed the resources of a larger organization to take the
company to the next level," said D. Dean Spatz, Chairman and CEO, Osmonics.
"Since I founded the company in 1969, we have led technological advancement
within the fluid filtration and separation industry and expect to continue to
do so under GE's leadership."
Goldman, Sachs & Co. acted as exclusive financial adviser to Osmonics,
Inc.
About GE Water
GE Water, based in Guelph, Ontario, Canada, serves the $4 billion
industrial water services market that includes power, semiconductors and
electronics, petrochemical, oil and gas, pulp and paper, food and beverage,
pharmaceutical and health care.
About GE Power Systems
GE Power Systems (www.gepower.com) is one of the world's leading
suppliers of power generation technology, energy services and management
systems with 2001 revenues exceeding $20 billion. Based in Atlanta, Georgia,
GE Power Systems provides equipment, services and management solutions across
the power generation, oil and gas, distributed power and energy rental
industries.
About Osmonics
Osmonics is a leading manufacturer and worldwide marketer of
high-technology water purification and fluid filtration, fluid separation, and
fluid handling equipment, as well as replaceable components used in
purification, filtration, and separation equipment. These products are used by
a broad range of consumer, industrial, commercial, and institutional
customers. Osmonics is traded on the New York Stock Exchange under the symbol
OSM.
This news release shall not constitute an offer of any securities for
sale. The proposed transaction will be submitted to Osmonics' shareholders for
their consideration. GE and Osmonics will file a registration statement, a
proxy statement/prospectus and other relevant documents concerning the
proposed transaction with the SEC. Shareholders of Osmonics are urged to read
the registration statement and the proxy statement/prospectus, and any other
relevant documents filed with the SEC, when they become available, as well as
any amendments or supplements to those documents, because they will contain
important information. You will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information about GE
and Osmonics, at the SEC's Internet site (http://www.sec.gov).
Copies of the proxy statement/prospectus and the SEC filings that will be
incorporated by reference in the proxy statement/prospectus can be obtained,
without charge, by directing a request to GE Power Systems, Attention Dennis
Murphy, 4200 Wildwood Parkway, Atlanta, Georgia, 30339,
770/859-6948, or to Osmonics, Investor Relations, 5951 Clearwater Drive,
Minnetonka, Minnesota, 55343-8995, or 952/933-2277.
GE, Osmonics and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the shareholders
of Osmonics in connection with the merger. Information about the directors and
executive officers of GE is set forth in the proxy statement on Schedule 14A
for GE's 2002 annual meeting of shareholders, as filed with the SEC on March
8, 2002. Information about the directors and executive officers of Osmonics
and their ownership of Osmonics common stock is set forth in the proxy
statement on Schedule 14A for Osmonics' 2002 annual meeting of shareholders,
as filed with the SEC on April 8, 2002.
Additional information regarding participants in the proxy solicitation
may be obtained by reading the proxy statement/prospectus regarding the
proposed transaction when it becomes available.
This news release contains forward-looking statements. The following
factors, among others, could cause the actual results of the acquisition to
differ materially from GE's and Osmonics' expectations: the ability to timely
and fully realize the expected cost savings and revenues; competition; changes
in economic conditions. Neither GE nor Osmonics assumes any duty to update
forward-looking statements. Such statements involve known and unknown risks,
uncertainties and other factors that may cause actual results to differ
materially. Such statements are based on information available as of the date
hereof, and are made only as of the date hereof. To the extent that such
statements relate to the proposed merger referred to in this release, there is
a risk, among others, that the merger might not be completed.