Exhibit 99(a)(3)
PRESS RELAEASE
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[LOGO]
FOR IMMEDIATE RELEASE
CONTACT: ANNE BUGGE, U.S.A., (425) 487-7427
JEREMY COHEN, AMSTERDAM, 31 20 59 77213
PHILIPS TO ACQUIRE ATL IN $800 MILLION TRANSACTION
AMSTERDAM AND SEATTLE, JULY 29, 1998--Royal Philips Electronics of the
Netherlands (AEX:PHI, NYSE:PHG) and ATL Ultrasound of the United States
(NASDAQ:ATLI) announced today that ATL and Philips have signed a definitive
merger agreement for Philips to acquire all of the outstanding shares of ATL
for approximately $800 million or $50.50 per share for each outstanding share
of ATL common stock.
The transaction will be a cash tender offer followed by a cash merger to
acquire any shares not previously tendered. As a result of the transaction,
ATL will become a wholly owned subsidiary of Philips Medical Systems. The
ATL Board of Directors has unanimously approved the transaction. Philips
expects to commence its cash tender offer August 4, 1998. The cash tender
offer is subject to Philips receiving at least a majority of the fully
diluted shares of ATL in the tender offer as well as the receipt of customary
regulatory approvals.
ATL, with annual revenues of $430 million in 1997 and 2,600 employees,
pioneered the development of broadband digital ultrasound and software
technologies and is a leader in the high performance ultrasound market. The
ultrasound sector is the only part of the diagnostic imaging business in
which Philips Medical Systems does not play a major role. "ATL is a
technological leader in diagnostic ultrasound and offers a key growth
opportunity for Philips Medical," says Hans (J.M.) Barella, Chairman and CEO
of Philips Medical Systems. "This acquisition underscores our commitment to
global leadership in worldwide diagnostic imaging by building on the success
of ATL." Philips Medical Systems is already a global leader in the x-ray
business and diagnostic imaging systems and services.
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ATL has an especially strong presence in the United States and Europe. The
complementary businesses of Philips Medical Systems and ATL allow for the
building of significant synergies. ATL's strong management, solid financial
performance and business growth opportunity make this an excellent
acquisition for Philips.
The merger will provide ATL access to Philips Medical Systems' considerable
research and technology base, expand its service support and further increase
sales. "Combining the strengths of Philips Medical Systems and ATL creates a
diagnostic imaging business second to none," said Dennis C. Fill, ATL
Chairman and CEO. "With essentially no overlap in our products and
technologies, we believe this combination is the perfect match for both
companies. This merger is particularly good for the long-term prospects of
ATL and all our employees as we will become the worldwide center of Philips
for ultrasound with our headquarters remaining in Bothell. ATL will be an
even stronger force in ultrasound than it already is."
Ultrasound is the fastest growing sector of the medical imaging business
today, and worldwide revenues for ultrasound are approximately $2.5 billion
per year. Ultrasound is a non-invasive technology that uses high frequency
soundwaves to image the body's organs, soft tissue and blood flow in real
time. Three-dimensional imaging has led to a growing diagnostic role for
ultrasound.
Philips has recently stated that it would only look for acquisitions that
would strengthen its existing portfolio, and this agreement reflects that
strategy. The transaction affirms Philips' commitment to its Medical
Division as one of the building blocks of the company and one where value can
be added and increasing profits realized. Philips Medical Systems is
delivering a consistently profitable performance with steady growth and a
strong cash flow, and this merger will enable the division to contribute more
significantly to the sales and results of the Philips Group. The transaction
is expected to have a positive impact on earnings per share for Philips.
For further information, please contact:
Anne Bugge, ATL Corporate and Investor Relations, U.S.A., (425) 487-7427
Jeremy Cohen, Philips Media Relations, Amsterdam, 31 20 59 77213
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information or a Beta SP copy, contact Amelia Elphink at Bulletin, 44 171 278
6070, or e-mail at AMELIA.ELPHINK@BULLETIN-INT.COM.
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ATL , with headquarters near Seattle, Washington, U.S.A., is a worldwide
leader in the development, manufacture, distribution and service of
diagnostic medical ultrasound systems. With approximately 50% of revenues
coming from international markets, the company serves customers in over 100
countries through 15 subsidiaries and an extensive distributor network.
Press releases and other corporate information are available on ATL's web
site at http://www.atl.com. Press releases are also available on PR
Newswire's Company News-On-Call at http://www.prnewswire.com.
Philips Medical Systems is a leading supplier of diagnostic imaging systems
and related services worldwide employing 9,000 people in more than 100
countries. Philips' products are backed by a worldwide network of research
and development and sales and service organizations. Philips Medical Systems
is part of Royal Philips Electronics of the Netherlands.
Royal Philips Electronics of the Netherlands is one of the world's biggest
electronics companies with sales of over U.S. $39 billion in 1997. It is a
global leader in color television sets, lighting, home telephony products,
electric shavers and recorded music (PolyGram). Its 264,700 employees in
more than 60 countries are active in the areas of semiconductors and
components, consumer products, professional products and systems, lighting
and software and services. Philips is quoted on the NYSE, London,
Frankfurt, Amsterdam and other stock exchanges. News from Philips is located
at www.news.philips.com.
FORWARD LOOKING INFORMATION STATEMENTS AND THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995
Certain statements in this news release relating to the tender offer and
consummation and success of the merger are forward looking statements which
involve a number of risks and uncertainties which could cause actual results
to differ materially from those anticipated in the forward looking
statements. These include securing all necessary governmental and other
approvals, the satisfaction of all conditions to the merger, changing
business or other market conditions, and the success of the business
combination as planned by the parties. These and other factors could
adversely affect the outcome and financial effects of the plans and events
described herein.
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