TomoTherapy Sets Special Meeting of Shareholders to Vote on Acquisition by Accuray
MADISON, WI -- (Marketwire) -- 05/09/11 -- 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.
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.
Thomas E. Powell
Chief Financial Officer
Director, Corporate Communications
Rockpoint Public Relations