SUNNYVALE, Calif., June 9, 2011 /PRNewswire/ -- Accuray Incorporated
(Nasdaq: ARAY), a global leader in the field of radiosurgery,
announced today that TomoTherapy shareholders have approved the
proposed acquisition of TomoTherapy Incorporated (Nasdaq: TOMO) by
Accuray.
More than 98 percent of votes cast and 79 percent of shares
outstanding were voted in favor of the transaction. The companies
anticipate the closing of the transaction will occur within one to
two business days, assuming all other customary closing conditions
are met.
The combination of Accuray and TomoTherapy will bring together
best-in-class technologies to create the premier radiation oncology
company. The combined company will focus on developing,
manufacturing and selling innovative, personalized treatment
solutions that revolve around the patient.
"We appreciate the overwhelming support of TomoTherapy
shareholders and are excited about the next chapter for the
combined company," said Euan S.
Thomson, Ph.D., president and chief executive officer of
Accuray. "We share a commitment to helping cancer patients live
longer, better lives and are eager to combine our talent and
resources as we work together to achieve our goal."
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 March 31, 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 as updated in TomoTherapy's Form 10-Q
for the fiscal quarter ended March 31,
2011, 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 was mailed
to the shareholders of TomoTherapy beginning on or about
May 9, 2011. BEFORE MAKING ANY
INVESTMENT DECISION WITH RESPECT TO THE TRANSACTION, INVESTORS ARE
URGED TO READ THE DEFINITIVE 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 definitive
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.
Available Topic Expert(s): For information on the listed
expert(s), click appropriate link.
Euan S. Thomson, Ph.D.
https://profnet.prnewswire.com/Subscriber/ExpertProfile.aspx?ei=81869
SOURCE Accuray Incorporated