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J.P. MORGAN SECURITIES INC.
60 WALL STREET
NEW YORK, NY 10260
(212) 648-6771
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
TREX MEDICAL CORPORATION
AT
$2.15 NET PER SHARE
BY
TREX MEDICAL ACQUISITION, INC.
A WHOLLY-OWNED SUBSIDIARY OF
THERMO ELECTRON CORPORATION
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, NOVEMBER 22, 2000, UNLESS THE OFFER IS EXTENDED.
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October 25, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Trex Medical Acquisition, Inc., a Delaware
corporation (the "Purchaser") and a wholly-owned subsidiary of Thermo Electron
Corporation, a Delaware corporation ("Thermo Electron"), to act as Dealer
Manager in connection with the Purchaser's offer to purchase all outstanding
shares of common stock, par value $0.01 per share (the "Shares"), of Trex
Medical Corporation, a Delaware corporation (the "Company"), at a purchase price
of $2.15 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
October 25, 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PURCHASE, THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION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 AND THE PURCHASER, 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 October 25, 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. 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 WEDNESDAY, NOVEMBER 22, 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)
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 procedures 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 Manager 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 Manager 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.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF THERMO ELECTRON OR ANY OF ITS SUBSIDIARIES
(INCLUDING WITHOUT LIMITATION THE PURCHASER), THE COMPANY, THE DEALER MANAGER,
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.