SUNNYVALE, Calif., April 26, 2011 /PRNewswire/ -- Accuray
Incorporated (Nasdaq: ARAY), a global leader in the field of
radiosurgery, today announced the expiration of the mandatory,
pre-merger waiting period under the Hart-Scott-Rodino (HSR)
Antitrust Improvements Act of 1976, in connection with the
previously announced acquisition of TomoTherapy Incorporated
(NASDAQ: TOMO).
"The satisfaction of this condition represents a significant
step toward the completion of the transaction and moves us one step
closer to bringing together two best-in-class technologies to
create the premier radiation oncology company and further improve
cancer care for patients," said Euan S.
Thomson, Ph.D., president and chief executive officer of
Accuray.
The transaction is expected to close in June or July of 2011 and
is subject to approval by TomoTherapy's shareholders and other
customary closing conditions. 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 222 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, 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, the Risk Factors
set forth in TomoTherapy's Annual Report on Form 10-K for the
fiscal year ended December 31, 2010 and the Risk Factors set
forth in Accuray's Preliminary Registration Statement on Form S-4,
filed with the SEC on April 7, 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
Neither Accuray nor TomoTherapy is asking for your vote or
soliciting proxies in connection with the transaction at this
time. 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. This press
release is not a substitute for the proxy statement that
TomoTherapy will file, or the preliminary registration statement
that Accuray has filed, with the Securities and Exchange Commission
in connection with the transaction. 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 WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. The final
proxy statement will be mailed to TomoTherapy shareholders.
The proxy statement, registration statement and other relevant
materials (when they become available), 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, which
were filed with the SEC on March 22, 2010 and March 3,
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 and other relevant
materials to be filed with the SEC when they become available.
Available Topic Expert(s): For information on the listed
expert(s), click appropriate link.
Euan Thomson, Ph.D.
https://profnet.prnewswire.com/Subscriber/ExpertProfile.aspx?ei=81869
SOURCE Accuray Incorporated