TomoTherapy Sets Special Meeting of Shareholders to Vote on Acquisition by Accuray
May 09 2011 - 8:30AM
Marketwired
TomoTherapy Incorporated (NASDAQ: TOMO), maker of advanced
radiation therapy solutions for the treatment of cancer and other
diseases, today announced that a special meeting of shareholders
will be held on Thursday, June 9, 2011 to vote on the proposed
acquisition by Accuray (NASDAQ: ARAY). Shareholders as of the close
of business on the record date of May 10, 2011 will be entitled to
vote on the proposed transaction at the special meeting.
TomoTherapy also announced that the Securities and Exchange
Commission ("SEC") declared effective the registration statement on
Form S-4 containing the proxy statement/prospectus that will be
mailed to TomoTherapy shareholders in connection with the June 9
meeting. The TomoTherapy special meeting of shareholders will be
held at 8:00 a.m. CDT on Thursday, June 9, 2011 at TomoTherapy's
administrative offices located at 1212 Deming Way, Madison, WI
53717.
The company also noted that its Annual Report on Form 10-K and
Amendment for the year ended December 31, 2010 has been filed with
the SEC and is also available on TomoTherapy's web site or can be
obtained, without charge, by directing a request to Vice President
and General Counsel, TomoTherapy Incorporated, 1212 Deming Way,
Madison, Wisconsin, 53717, (608) 824-2800.
About TomoTherapy Incorporated TomoTherapy
Incorporated develops, markets and sells advanced radiation therapy
solutions that can be used to treat a wide variety of cancers, from
the most common to the most complex. The ring gantry-based
TomoTherapy® platform combines integrated CT imaging with conformal
radiation therapy to deliver sophisticated radiation treatments
with speed and precision while reducing radiation exposure to
surrounding healthy tissue. TomoTherapy's suite of solutions
include its Hi-Art® treatment system, which has been used to
deliver more than three million CT-guided, helical
intensity-modulated radiation therapy (IMRT) treatment fractions;
the TomoHD™ treatment system, designed to enable cancer centers to
treat a broader patient population with a single device; and the
TomoMobile™ relocatable radiation therapy solution, designed to
improve access and availability of state-of-the-art cancer care.
TomoTherapy's stock is traded on the NASDAQ Global Select Market
under the symbol TOMO. To learn more about TomoTherapy, please
visit TomoTherapy.com.
Forward-Looking Statements This news
release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Statements
concerning market acceptance of the company's technology; growth
drivers; the company's orders, revenue, backlog or earnings growth;
future financial results and any statements using the terms "will,"
"should," "believe," "outlook," "expect," "anticipate" or similar
statements are forward-looking statements that involve risks and
uncertainties that could cause the company's actual results to
differ materially from those anticipated. Such risks and
uncertainties include: demand for the company's products; impact of
sales cycles and competitive products and pricing; the effect of
economic conditions and currency exchange rates; the company's
ability to develop and commercialize new products; its reliance on
sole or limited-source suppliers; its ability to increase gross
margins; the company's ability to meet U.S. Food and Drug
Administration (FDA) and other regulatory agency product clearance
and compliance requirements; the possibility that material product
liability claims could harm future revenue or require the company
to pay uninsured claims; the company's ability to protect its
intellectual property; the impact of managed care initiatives,
other health care reforms and/or third-party reimbursement levels
for cancer care; potential loss of key distributors or key
personnel; risk of interruptions to the company's operations due to
terrorism, disease or other events beyond the company's control;
and the other risks listed from time to time in the company's
filings with the U.S. Securities and Exchange Commission, which by
this reference are incorporated herein. In addition, this news
release may contain certain forward-looking statements that involve
risks and uncertainties associated with the transaction between
Accuray Incorporated ("Accuray") and TomoTherapy Incorporated
("TomoTherapy"). These risks and uncertainties include: the
satisfaction of closing conditions for the transaction between
Accuray and TomoTherapy; market conditions; the effect of the
announcement of the transaction on Accuray's and TomoTherapy's
respective businesses; the impact of any failure to complete the
transaction; the risk that Accuray and TomoTherapy will not realize
the anticipated benefits of the transaction; the potential
inability to successfully operate or integrate TomoTherapy's
business; general industry and economic conditions; the outcome of
legal proceedings that have been instituted or may be instituted in
the future against TomoTherapy or Accuray in connection with the
transaction and other factors beyond the companies' control and the
risk factors and other cautionary statements described in Accuray's
and TomoTherapy's filings with the SEC. TomoTherapy assumes no
obligation to update or revise the forward-looking statements in
this release because of new information, future events or
otherwise.
Important Additional Information This
communication is being made in respect of the proposed merger
transaction involving Accuray and TomoTherapy. In connection with
the proposed transaction, Accuray has filed with the Securities and
Exchange Commission (the "SEC") a registration statement on Form
S-4 and TomoTherapy will mail a proxy statement/prospectus to its
shareholders, and each will also be filing other documents
regarding the proposed transaction with the SEC. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND
ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. The final proxy
statement/prospectus will be mailed to TomoTherapy's shareholders.
Shareholders will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing
information about TomoTherapy and Accuray, without charge, at the
SEC's Internet site (http://www.sec.gov). Copies of the proxy
statement/prospectus and the filings with the SEC that will be
incorporated by reference in the proxy statement/prospectus can
also be obtained, without charge, by directing a request to Vice
President and General Counsel, TomoTherapy Incorporated, 1212
Deming Way, Madison, Wisconsin, 53717, (608) 824-2800.
Participants in the Solicitation
TomoTherapy and its directors and executive officers and other
persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information
regarding TomoTherapy's directors and executive officers is
available in TomoTherapy's Annual Report on Form 10-K for the year
ended December 31, 2010 and Amendment No. 1 thereto, which were
filed with the SEC on March 3, 2011 and April 15, 2011,
respectively. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement/prospectus and other relevant materials filed
with the SEC when they become available.
©2011 TomoTherapy Incorporated. All rights reserved.
TomoTherapy, Tomo, TomoDirect, TQA, TomoHelical, TomoDirect,
TomoHD, Hi-Art, and the TomoTherapy logo are among trademarks,
service marks or registered trademarks of TomoTherapy Incorporated
in the United States and other countries.
Investor Contact: Thomas E. Powell Chief Financial
Officer 608.824.2800 Email Contact Media Contacts: Kevin
O'Malley Director, Corporate Communications 608.824.3384 Email
Contact Susan Lehman Rockpoint Public Relations 510.832.6006 Email
Contact
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