SUNNYVALE, Calif., May 9, 2011 /PRNewswire/ -- Accuray Incorporated
(Nasdaq: ARAY), a global leader in the field of radiosurgery,
announced today that the U.S. Securities and Exchange Commission
has declared effective the company's Form S-4 Registration
Statement relating to the previously announced acquisition of
TomoTherapy Incorporated (Nasdaq: TOMO). The proxy
statement/prospectus contained in the registration statement will
first be mailed to TomoTherapy shareholders on or about
Monday, May 9, 2011.
TomoTherapy shareholders will vote at a special shareholders
meeting on Thursday, June 9, 2011 at
8:00 a.m. CT/9:00 a.m. ET at TomoTherapy's offices at 1212
Deming Way in Madison, Wisconsin.
The record date for the shareholders meeting is Tuesday, May 10, 2011.
On April 26, 2011, the mandatory,
pre-merger waiting period under the Hart-Scott-Rodino (HSR)
Antitrust Improvements Act of 1976 expired.
The transaction creates the premier radiation oncology company
by combining two high-growth companies with best-in-class
technologies for treatment of cancer and other diseases. For more
information regarding this transaction, please visit:
www.accuraytomotherapy.com.
About Accuray
Accuray Incorporated (Nasdaq: ARAY), based in Sunnyvale, Calif., is a global leader in the
field of radiosurgery dedicated to providing an improved quality of
life and a non-surgical treatment option for those diagnosed with
cancer. Accuray develops and markets the CyberKnife Robotic
Radiosurgery System, which extends the benefits of radiosurgery to
include extracranial tumors, including those in the spine, lung,
prostate, liver and pancreas. To date, the CyberKnife System has
been used to treat more than 100,000 patients worldwide and
currently more than 226 systems have been installed in leading
hospitals in the Americas, Europe
and Asia. For more information,
please visit www.accuray.com.
Safe Harbor Statement
The foregoing may contain certain forward-looking statements
that involve risks and uncertainties, including uncertainties
associated with the medical device industry and the transaction
between Accuray and TomoTherapy. Except for the historical
information contained herein, the matters set forth in this press
release, including the expected timetable for the transaction
between Accuray and TomoTherapy and the impact of the proposed
transaction, are forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements speak only as
of the date the statements are made and are based on information
available at the time those statements are made and/or managements'
good faith belief as of that time with respect to future
events. You should not put undue reliance on any
forward-looking statements. Important factors that could
cause actual performance and results to differ materially from the
forward-looking statements we make 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; 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. Please refer to the Risk Factors section of
Accuray's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 2010 as updated in our Form 10-Q to be
filed on or before May 10, 2011, the
Risk Factors set forth in TomoTherapy's Annual Report on
Form 10-K for the fiscal year ended December 31, 2010, as
amended, and the Risk Factors set forth in Accuray's Registration
Statement on Form S-4, filed with the SEC on April 7, 2011 and as amended on May 5, 2011 and May 9, 2011, for a further
list and description of additional business risks, uncertainties,
and other factors that may affect these statements. Neither
Accuray nor TomoTherapy intends to update these statements and
undertakes no duty to any person to provide any such update under
any circumstance.
Important Additional Information
This press release is for informational purposes only and does
not constitute an offer to sell, or the solicitation of an offer to
purchase, shares of common stock of Accuray, nor does it constitute
an offer to purchase, or a solicitation of an offer to sell, shares
of common stock of TomoTherapy. In connection with the
proposed merger, Accuray and TomoTherapy filed a definitive proxy
statement/prospectus with the SEC on May 9, 2011. This
press release is not a substitute for the definitive proxy
statement/prospectus. The definitive proxy statement of TomoTherapy
and the prospectus of Accuray will be mailed to the shareholders of
TomoTherapy beginning on or about May 9, 2011. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE
TRANSACTION, INVESTORS AND SHAREHOLDERS OF TOMOTHERAPY ARE URGED TO
READ THE PROXY STATEMENT, REGISTRATION STATEMENT AND THE OTHER
RELEVANT MATERIALS FILED WITH THE SEC BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT ACCURAY, TOMOTHERAPY AND THE PROPOSED
TRANSACTION. The proxy statement/prospectus, registration
statement and other relevant materials, and any other documents
filed by TomoTherapy or Accuray with the SEC, may be obtained free
of charge at the SEC's website at www.sec.gov; by contacting
Accuray's Investor Relations Department by email at
trathjen@accuray.com, by phone at 408.789.4458 or by mail at 1310
Chesapeake Terrace, Sunnyvale, CA
94089, USA; or by contacting
TomoTherapy's Investor Relations Department by email at
tpowell@tomotherapy.com by phone at 608.824.2800 or by mail at 1240
Deming Way, Madison, WI 53717-1954
USA.
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 proxy statement for its 2010 annual
meeting of shareholders and TomoTherapy's Annual Report on
Form 10-K for the year ended December 31, 2010, as
amended, which were filed with the SEC on March 22, 2010,
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,
are contained in the proxy statement and other relevant materials
filed with the SEC.
Available Topic Expert(s): For information on the listed
expert(s), click appropriate link.
Euan Thomson, Ph.D.
http://profnet.prnewswire.com/Subscriber/ExpertProfile.aspx?ei=81869
SOURCE Accuray Incorporated