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EXHIBIT 99.1
[TYLAN GENERAL LETTERHEAD]
CONTACTS: David Ferran or David Stone Deborah Stapleton
Tylan General Stapleton Communications Inc.
(214) 461-2401 or 2402 (415) 988-9207
TYLAN GENERAL ACCELERATES SPAN INSTRUMENTS AGREEMENT
TYGN BOARD ADOPTS SHAREHOLDER RIGHTS PLAN
Company Comments on Q3 Outlook
SAN DIEGO -- July 3, 1996 -- Tylan General, Inc. (NASDAQ:TYGN) and Span
Instruments Inc. today announced they have entered into an amended definitive
agreement relating to Tylan General's acquisition of Span Instruments, a Plano,
Texas-based manufacturer of high purity pressure monitoring and control
instruments. The board of directors of both companies and the stockholders of
Span Instruments have approved the amended agreement, which is expected to
close later today. Under the amended agreement, Tylan General will acquire Span
Instruments for 1.3 million shares of Tylan General common stock, as compared
to the 1.47 million shares under the original agreement. As a result of this
amendment, the approval of Tylan General stockholders is no longer required.
The stock being issued to the Span Instruments stockholders will be restricted,
and the stockholders will have certain registration rights. Under the original
terms of the transaction, all of the shares would have been registered at the
time the acquisition closed.
The company also announced that the board has adopted a shareholder
rights plan designed to protect shareholders from various abusive takeover
tactics, including attempts to acquire control of Tylan General at an
inadequate price.
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TYGN Accelerates Span Instruments Agreement/Board Adopts Shareholder Rights
Plan/Company Comments on Q3 Outlook
July 3, 1996
Page 2
As a result of industry trends the company has previously identified,
Tylan General said that it expects revenues and net income for its third
quarter ending July 28, 1996, to be below second quarter levels, without taking
into account the Span Instruments acquisition. The company also believes its
third quarter earnings per share will be below the earnings per share reported
in the third quarter a year ago, also without taking into account the Span
Instruments transaction.
TYLAN GENERAL ACCELERATES ACQUISITION OF SPAN INSTRUMENTS
"The Tylan General board of directors has today reaffirmed the
strategic importance of Span Instruments to the future success of Tylan
General," said David Ferran, chairman, president and chief executive officer of
Tylan General. "Management of both companies are very excited about the
prospects presented by the new combined entity. We believe it is in both
companies' best interest to accelerate the merger, thereby dispelling any
uncertainties that would have been created had we delayed until September, as
previously scheduled."
Ferran said that the Span Instruments product line will further
strengthen Tylan General's position as a leading supplier of process management
equipment. He also said that Span Instruments' presence in the semiconductor
and the much larger industrial process control industries will help expand the
size of Tylan General's target market.
The acquisition will be accounted for as a pooling of interest. At the
time of the close of the acquisition, Tylan General will assume Span
Instruments' debt of approximately $20.6 million. The company expects a
one-time charge of $3.5 to $4.0 million to be recorded in its third quarter.
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TYGN Accelerates Span Instruments Agreement/Board Adopts
Shareholder Rights Plan/
Company Comments on Q3 Outlook
July 3, 1996
Page 3
As part of the acquisition, Don Whitson, co-founder and chief executive
officer of Span Instruments, will join Tylan General as vice chairman, chief
administrative officer and a member of the company's board of directors. George
Yurch, president of Span Instruments, will become president of the Span
Instruments Division of Tylan General. David Ferran will remain chairman,
president and chief executive officer of Tylan General.
Span Instruments had revenues of $42.4 million in its fiscal year ended
Aug. 31, 1995.
BOARD ADOPTS SHAREHOLDER RIGHTS PLAN
Tylan General also announced that its board of directors has adopted a
shareholder rights plan designed to protect shareholders from various abusive
takeover tactics, including attempts to acquire control of the company at an
inadequate price. The plan is also intended to provide additional protection
from partial or two-tiered takeover attempts, coercive stock accumulation
programs, street sweeps and other tactics that may be used to gain control of
the company without offering an adequate price to all shareholders.
Under the plan, each shareholder will receive a dividend of one Right
for each share of the company's outstanding common stock. Each Right will
entitle the holder to purchase one one-hundredth of a share of new Series A
Junior Participating Preferred Stock of the company at an initial exercise
price of $70.
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TYGN Accelerates Span Instruments Agreement/Board Adopts
Shareholder Rights Plan/
Company Comments on Q3 Outlook
July 3, 1996
Page 4
Initially, the Rights are attached to the company's common stock and
are not exercisable. They become immediately exercisable after any person or
group acquires beneficial ownership of 15 percent or more of the company's
common stock, or 10 days after any person or group announces a tender or
exchange offer that would result in that same beneficial ownership level (other
than pursuant to certain "Permitted Offers").
If a buyer acquires a 15 percent position in the company, all Rights
holders except that buyer will be entitled to purchase Tylan General common
stock at a discounted price. The effect will be to discourage acquisitions of
more than 15 percent without prior negotiations with the board.
The distribution of Rights will be made to common shareholders of
record on July 15, 1996, and shares of common stock that are newly issued after
that date will also carry Rights. The Rights will expire 10 years later. The
company may redeem the Rights for one cent ($0.01) each at any time before a
buyer acquires a 15 percent position in the company, and under certain other
circumstances. The Rights distribution is not taxable to stockholders. Details
of the plan are included with a letter that will be mailed to all of the
company stockholders.
"The board continues to believe that the company can best achieve its
goal of maximizing long-term shareholder values through its current strategy of
internal product development and carefully selected strategic transactions,
such as the merger with Span Instruments," said Ferran. "By protecting our
shareholders from inadequate takeover proposals and abusive takeover tactics,
the Rights will help the board ensure that all of the company's shareholders
realize the long-term value of their investment," he said.
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TYGN Accelerates Span Instruments Agreement/Board Adopts Shareholder Rights
Plan/Company Comments on Q3 Outlook
July 3, 1996
Page 5
In response to the recent announcement by Danaher Corporation that it
had acquired approximately 10.4 percent of Tylan General's outstanding common
stock, Ferran said, "Danaher has made no proposals to Tylan General regarding
any possible transaction involving the two companies. We have no plans for any
meetings with Danaher."
TYLAN GENERAL COMMENTS ON Q3 OUTLOOK
Tylan General also announced that as a result of industry trends it has
previously identified, the company expects revenues and net income for its
third quarter ending July 28, 1996, to be below second quarter levels, without
taking into account the Span Instruments acquisition. The company also believes
its third quarter earnings per share will be below the earnings per share
reported in the third quarter a year ago, without the impact of the Span
Instruments acquisition. The company reiterated that its third quarter
financial results will also be adversely impacted by the charges resulting from
the Span Instruments acquisition.
"As we stated in our recent SEC filings, we've seen indications that
the market for semiconductor capital equipment is slowing; in fact, we are
seeing rescheduling and pushouts of some significant orders," said Ferran.
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TYGN Accelerates Span Instruments Agreement/Board Adopts Shareholder Rights
Plan/Company Comments on Q3 Outlook
July 3, 1996
Page 6
This news release contains forward-looking statements that involve risks and
uncertainties, including the risks associated with the integration of the Span
Instruments operations and product offerings into Tylan General's and Span
Instruments' customers, a weakening demand for semiconductor capital equipment,
downturns or slowdowns in the IC market, the company's dependence on the
capital expenditures of IC manufactures and the highly cyclical nature of the
semiconductor industry. Certain of these factors as well as additional risks
and uncertainties are detailed from time to time in Tylan General's periodic
filings with the Securities and Exchange Commission, including its Annual
Report on Form 10-K for the year ended Oct. 31, 1995 and its most recent Form
10-Q for the quarterly period ended April 28, 1996, as well as in its recently
filed registration statement on Form S-4.
Tylan General, Inc. is a San Diego-based manufacturer of precision mass flow
controllers, ultraclean gas panels and pressure measurement and control
equipment. The company's products are used in the fabrication of integrated
circuits (ICs) in addition to other manufacturing processes such as flat panel
displays and fiber optic cable manufacturing. Tylan General's worldwide
operations are directed from its offices in the United States, the United
Kingdom, France, Germany, Japan and Korea. Its stock is traded on the NASDAQ
stock market under the symbol TYGN. Further information on Tylan General may be
obtained from the company's SEC filings or by contacting the company directly.
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