Spectra-Physics Announces Cash Tender Offer by Thermo Electron

Spectra-Physics, Inc. announced today that its majority stockholder, Thermo Electron Corporation, has announced plans to take Spectra-Physics private at a cash price of $20.00 per share. Thermo Electron stated in a news release issued yesterday that it expects to initiate a cash tender offer by the end of September 2001, for any and all outstanding shares of Spectra-Physics common stock held by minority stockholders.

As of July 31, 2001, Thermo Electron owned approximately 80% of Spectra-Physics common stock. Thermo Electron announced that the goal of the tender offer is to increase its equity ownership in Spectra-Physics to at least 90%. Thermo Electron stated that if it achieves this 90% ownership threshold, it plans to acquire all remaining outstanding shares of Spectra-Physics common stock through a subsequent ‘short-form’ merger, the timing of which would be announced at a later date. Thermo Electron also announced its current intention that Spectra-Physics stockholders who do not participate in the tender offer would also receive $20.00 per share in cash for their Spectra-Physics shares in the short-form merger.

The Spectra-Physics board of directors intends to form an independent committee of the board to evaluate the proposed tender offer. The board expects this independent committee to formally respond to the proposed tender offer within 10 business days after the offer is commenced.