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J.P. MORGAN SECURITIES INC. THE BEACON GROUP CAPITAL SERVICES, LLC
60 WALL STREET 399 PARK AVENUE, 17TH FLOOR
NEW YORK, NY 10260 NEW YORK, NY 10022
(877) 869-0656 (212) 339-9100
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
THERMO SENTRON INC.
AT
$15.50 NET PER SHARE
BY
SENTRON ACQUISITION, INC.
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
THERMEDICS INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, MARCH 30, 2000, UNLESS THE OFFER IS EXTENDED.
March 3, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Sentron Acquisition, Inc., a Delaware corporation
(the "Purchaser") and an indirect wholly-owned subsidiary of Thermedics Inc., a
Massachusetts corporation ("Thermedics"), to act as Dealer Managers in
connection with the Purchaser's offer to purchase all outstanding shares of
common stock, par value $0.01 per share (the "Shares"), of Thermo Sentron Inc.,
a Delaware corporation (the "Company"), at a purchase price of $15.50 per Share,
net to the seller in cash, without interest thereon, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated March 3, 2000 (the
"Offer to Purchase") and in the related Letter of Transmittal (which, together
with any amendments or supplements thereto, collectively constitute the "Offer")
enclosed herewith.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS DESCRIBED IN THE OFFER TO
PURCHASE, THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION
OF THE OFFER THAT NUMBER OF SHARES WHICH, TOGETHER WITH SHARES OWNED BY THERMO
ELECTRON CORPORATION AND ITS SUBSIDIARIES, INCLUDING THERMEDICS, CONSTITUTES AT
LEAST NINETY PERCENT (90%) OF THE OUTSTANDING SHARES ON THE EXPIRATION DATE (AS
DEFINED IN THE SECTION OF THE OFFER TO PURCHASE CAPTIONED "THE TENDER
OFFER -- TERMS OF THE OFFER; EXPIRATION DATE"). THE OFFER IS ALSO SUBJECT TO
OTHER IMPORTANT TERMS AND CONDITIONS CONTAINED IN THE OFFER TO PURCHASE.
Enclosed for your information and for forwarding to your clients for whose
accounts you hold Shares registered in your name or in the name of your nominees
are copies of the following documents:
1. The Offer to Purchase dated March 3, 2000.
2. The Letter of Transmittal to tender Shares (for your use and for
the information of your clients).
3. The Notice of Guaranteed Delivery for Shares (to be used to accept
the Offer if certificates evidencing Shares ("Share Certificates") are not
immediately available or if such Share Certificates and all other required
documents cannot be delivered to American Stock Transfer & Trust Company
(the "Depositary") prior to the Expiration Date or if the procedures for
book-entry transfer cannot be completed on a timely basis).
4. A printed form of letter which may be sent to your clients for
whose accounts you hold Shares registered in your name or in the name of
your nominees, with space provided for obtaining such clients' instructions
with regard to the Offer.
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
6. A return envelope addressed to the Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, MARCH 30, 2000,
UNLESS THE OFFER IS EXTENDED.
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In all cases, payment for Shares tendered and accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depositary of (i)
certificates evidencing Shares ("Share Certificates") or timely confirmation of
a book-entry transfer of such Shares into the Depositary's account at the
Book-Entry Transfer Facility (as defined in the section of the Offer to Purchase
captioned "The Tender Offer -- Acceptance For Payment And Payment For Shares")
pursuant to the procedures set forth in the section of the Offer to Purchase
captioned "The Tender Offer -- Procedures For Accepting The Offer And Tendering
Shares," (ii) the Letter of Transmittal (or a facsimile thereof), properly
completed and duly executed, with any required signature guarantees, or an
Agent's Message (as defined in the section of the Offer to Purchase captioned
"The Tender Offer -- Acceptance For Payment And Payment For Shares") in
connection with a book-entry transfer, and (iii) any other documents required by
the Letter of Transmittal.
If a stockholder desires to tender Shares pursuant to the Offer and such
stockholder's Share Certificates are not immediately available or such
stockholder cannot deliver the Share Certificates and all other required
documents to reach the Depositary prior to the Expiration Date, or such
stockholder cannot complete the procedure for delivery by book-entry transfer on
a timely basis, such Shares may nevertheless be tendered by following the
guaranteed delivery procedures specified in the section of the Offer to Purchase
captioned "The Tender Offer -- Procedures For Accepting The Offer And Tendering
Shares."
No fees or commissions will be paid to brokers, dealers or any other
persons (other than to the Dealer Managers and D.F. King & Co., Inc. (the
"Information Agent"), as described in the Offer to Purchase) for soliciting
tenders of Shares pursuant to the Offer. The Purchaser will, however, upon
request, reimburse you for customary mailing and handling expenses incurred by
you in forwarding any of the enclosed materials to your clients.
The Purchaser will pay or cause to be paid any transfer taxes payable on
the purchase of Shares by the Purchaser pursuant to the Offer, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
Questions and requests for assistance or for additional copies of the
enclosed materials may be directed to the Dealer Managers or the Information
Agent, at their respective addresses and telephone numbers set forth on the back
cover of the Offer to Purchase.
Very truly yours,
J.P. Morgan Securities Inc.
The Beacon Group Capital Services, LLC
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF THERMO ELECTRON CORPORATION OR ANY OF ITS
SUBSIDIARIES (INCLUDING WITHOUT LIMITATION THERMEDICS AND THE PURCHASER), THE
COMPANY, THE DEALER MANAGERS, THE DEPOSITARY OR THE INFORMATION AGENT, OR ANY
AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY
STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE
OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.