SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
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IMPAC MEDICAL SYSTEMS, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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This filing relates to the proposed acquisition of IMPAC Medical Systems, Inc. (the “Company”) by Elekta AB (publ), pursuant to an Agreement and Plan of Merger dated as of January 17, 2005.
On January 20, 2005, Elekta AB presented the following slides at an investor meeting:
In process of forming the world’s most comprehensive cancer care company
January 20, 2005
Our vision 2
We believe that by working together…
…we can fight serious disease and enhance quality of life
Elekta – some basic facts 3
Global medical technology Group with HQ in Stockholm, Sweden
Clinically effective and cost-efficient solutions and services for
improved management of cancer
minimally and non-invasive treatment of brain disorders
Elekta – some basic facts 4
Over 1,200 employees
Net sales of approx. USD 400 M
Operating margin of 11%
Strong balance sheet Listed on the Stockholm
Stock Exchange since 1994
Market cap of USD 950 M
Our strategy is to provide… 5
…clinically effective and cost-efficient solutions and services for improved management of cancer and brain disorders aimed at enhanced quality of life through…
progressive and pioneering technology for precise radiation and minimally invasive techniques
excellence in customer service and support
operational proficiency based on Elekta Values
Own presence on all major markets 6
1,200 employees
Over 250 employees in product development
Global service support network
350+ employees
Development of emerging markets
Financial objectives for fiscal years
7
2004/05 – 2006/07
Objectives
2004-07
Operating margin 10-12%
Revenue growth
in local currencies 10-15%
Return on capital
employed >20%
Equity/assets ratio >40%
Focus on profitable growth 8
Sales
SEK M
3 500 3 000 2 500 2 000
1 500
00/01 01/02 02/03 03/04
Average annual growth: 10.3%
Profit after tax
SEK M
350 300 250 200 150 100 50
0
00/01 01/02 02/03 03/04
Currency effect 03/04:
4% growth in SEK
14% growth in local currency
Currency effect 03/04: neg. SEK 115 M
A strong second quarter, 2004/05 9
Q2 Q2 2004/05 2003/04
Profit after tax, SEK M +54% 60 39 Operating margin 12% 8% Net sales, SEK M +6% 749 706 Order bookings, SEK M +21% 827 683
Order backlog remains at a high level: SEK 2,666 M
Order bookings per quarter and rolling 12 months 10
SEK M
1 250 5 000 1 000 4 000 750 3 000
500 2 000
Rolling 12 months 250 SEK 3,259 M 1 000
0 0
Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 00/01 00/01 01/02 01/02 02/03 02/03 03/04 03/04 04/05
Cash flow
11
after investments
Q -150 -100 -50 0 50 100 150 200 250 300 SEK M
101/02
Q2
01/02
Q3
01/02
Q4
01/02
Q1
02/03
Q2
02/03
Q3
02/03
Q4
02/03
Q1
03/04
Q2
03/04
Q3
03/04
Q4
03/04
Q1
04/05
Q2
04/05
Total cash 2001/02 2002/03 2003/04
flow, SEK M 113 288 363
Elekta: Supplying dedicated, disease-focused and clinically proven solutions 12
Precision Radiation Therapy
Image-Guided Radiation Therapy
Stereotactic Radiation Therapy
Gamma Knife® surgery
Stereotactic Neurosurgery
Functional Mapping
Overall market outlook 13
The total market for Elekta’s solutions is over USD 2 billion and is growing by:
Over 5% in volume
about 10% in value (with regional differences)
Elekta continues to gain market share in all major markets
Continued solid demand driven by demographics and diagnostics
New technology starts to change replacement cycles
Average price increase due to new advanced technology and value added services – Elekta Synergy® up to USD 2.5 M
Acquisition of IMPAC Medical Systems 14
Consideration: All cash
Value of consideration: USD 24.00 per share (USD 250 million, diluted)
Enterprise value: USD 192 million
Sources of financing: New bank facility and cash on hand
Post-deal status of IMPAC as a wholly owned
IMPAC: subsidiary of Elekta
Headquarters: Stockholm, Sweden
Conditions to closing: Approval by a majority of IMPAC Shareholders,
receipt of required governmental approvals
and other customary conditions
Anticipated transaction April 2005
close:
Forming a comprehensive cancer care group 15
Leading player in radiation therapy market
Leksell Gamma Knife® the gold standard in neurosurgery
Innovator in Image Guided Radiation Therapy (IGRT)
Global distribution with particularly strong European franchise
Growing market shares with strong order backlog
Market leading independent oncology management software
A leading IT player in radiation therapy segment
Strong US market penetration
Modular product suite
Wide market acceptance and hardware interface capabilities
Strong service component to business model
Elekta and IMPAC will create a
“One Partner” oncology solution 16
Forms most comprehensive cancer management company
Broadest product offering in industry
World’s largest provider of oncology software
Global penetration
Combined installed base of more than 3,000 hospitals and cancer centers world-wide
Responds to increasing customer demand for integrated systems
IMPAC: Some basic facts 17
Device, Image, & HCIT Integration
Radiation Oncology Oncology Imaging
Clinical Medical Labs Oncology Decision Support
Cancer Pathology Registry Practice Mgmt
Process Integration
US based provider of healthcare IT solutions for streamlining clinical and business operations across the cancer care spectrum
Broad range of products and solutions that enable providers to make more informed decisions and improve clinical outcomes
Founded in 1990
Approximately 430 employees
Annual sales of ~$US 70 M*
Highly cash generative
Publicly listed (NASDAQ) since 2002
* Per US GAAP
IMPAC
18
Provider of Information Technology Systems for Cancer Care
Diagnosis
Patients
Providers Payers
Detection Treatment
Follow-Up
A profitable, growing company 19
Increasing Sales $69.1MM* $24.9MM
29% CAGR
2000 2004
Growing Net Income $1.6MM $4.3MM*
2000 2004
28% CAGR
Numerous Implementations
2,500+ Installations
30,000+ Healthcare users
56 Countries
Significant Market Leadership
43 of the Top 50 US cancer hospitals use IMPAC products
*per US GAAP
Expanding scope to deliver solutions to the entire cancer care process 20
Medical Oncology
Radiation Oncology
Surgery
Competitive landscape
21
IMPAC—the only end-to-end Oncology Solution
Radiation Medical Cancer Cancer Lab Oncology Oncology Registry Informatics Mgmt
IMPAC Partner
IMPAC Partner
Largest US installed base
Fastest growing supplier of Verify/Information Management systems
Referenced as the preferred supplier by over 50 percent of US market
Cancer—a growing disease 22
…the second most common cause of death in the industrialized world
Aging population and improved diagnostics lead to an increased incidence of cancer cases
Improved treatment methods lead to increase in cancer prevalence
>10 million cases diagnosed every year worldwide—estimated to increase to >15 million by 2020 (large gaps in statistics)
Every 3rd to 4th death in the industrialized world is caused by cancer
Source: WHO, Cancerfonden & US National Cancer Institute
US Annual cancer diagnoses:
1,3M
1,6M
23% increase
2000 2010
An end-to-end radiation therapy solution 23
Provides the complete solution to enable radiation therapy departments to deliver clinically optimal and cost-efficient treatment outcomes
Patient
Diagnosis
Planning
Delivery
Verification
Follow-up
Administration
Billing
Registry
Capacity utilization
Outcomes efficiency
Elekta Oncology Information System
Strategy 24
Based on …
Open Systems
Ind. Standard Protocols—true “DICOM” standards
De Facto protocols—Elekta network connections
Strategic partnerships
complements Elekta range of product solutions
Joint development roadmaps
collaborations for future product integration enables ‘best in class’ solutions
Elekta Oncology Information System
Strategy, cont 25
The Strategy…key selling messages
a pragmatic approach…
standard package solution for busy departments or
unique requirements require a tailored solution
flexible approach
‘fit’ with current customer product
‘fit’ with de facto standard interfaces
facilitate versus dictate
upgradeable solutions
seamless with minimal intrusion
adaptive solutions
to meet new customer requirements
Elekta Synergy® and Impac MOSAIQ™
Elekta Synergy®
Desktop control system
MOSAIQ printer
MOSAIQ server iCom’Fx
Record-and-verify console iCom-Vx
Linear accelerator console, control area
Record-and-verify software
Assuming industry leadership 27
Combining two world class R&D platforms
Continued commitment to open architecture
Research driven clinical solutions
New platform to create a unique, fully integrated and seamless solution
Multi-device connectivity
Industry leader and advocate
Integrated solutions to improve patient outcomes
Combined geographical strength 28
For Elekta, the acquisition will result in a significantly increased market presence and customer base in the US, creating new openings for marketing treatment solutions
IMPAC, leveraging on Elekta’s large installed base of treatment systems, will have significantly more opportunities to penetrate international markets
Combined, Elekta and IMPAC will have relationships with more than 3,000 hospitals and cancer centers around the world, including over 1,300 oncology centers, over 1,100 cancer registry operations and over 400 pathology laboratories in North America
Combination will strengthen Elekta’s financial position and create value for shareholders 29
New phase of accelerated profitable growth
Management expects:
Immediate accretion to earnings on a cash basis (before amortization of intangibles)
Dilution to reported earnings in fiscal year 2005/06, and accretion in fiscal year 2006/07 and onwards
Accelerated revenue growth
Preserved balance sheet strength and financial flexibility
Equity to asset ratio of approx. 38%
Net debt / EBITDA ratio of 0.4x
Elekta and IMPAC, a summary 30
Global leader in oncology technology
Geographically complementary combination
Retention of IMPAC’s management team, employees and intellectual capital
Combined R&D platform to meet rising demand for integrated solutions
Financially beneficial transaction
Earnings accretion
Accelerated growth
Balance sheet strength
IMPAC management team to join
Elekta 31
Joseph K. Jachinowski
IMPAC founder, President and Chief Executive Officer
James P. Hoey
IMPAC founder and Chief Operations Officer
David A. Auerbach
IMPAC founder and President, IMPAC Global Systems
Laurent Leksell steps down as CEO to become Executive Director from May 1, 2005 32
Areas of responsibility and focus:
Long-term strategy and growth
Long-term customer relations
Establishment and development of new markets
Tomas Puusepp new President & CEO from May 1, 2005 33
Proven ability to deliver sustainable profitable growth
22 years’ experience of successful leadership within international medical technology
Has held managerial positions at Elekta since 1988, including:
Responsibility for all neuro operations
President of Elekta Inc, USA
Executive Vice President, Sales, Marketing and Service
Executive Committee member
Our vision 34
We believe that by working together…
…we can fight serious disease and enhance quality of life
Additional information about the merger and where to find it:
IMPAC will file a proxy statement and other documents regarding the proposed merger described in this press release with the SEC. IMPAC STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT IMPAC ELEKTA, THE MERGER AGREEMENT AND THE MERGER. A definitive proxy statement will be sent to stockholders of IMPAC seeking their approval of the transaction. Investors and security holders may obtain a copy of the proxy statement (when it is available) and any other relevant documents filed by IMPAC with the SEC for free at the SEC’s web site at www.sec.gov. Copies of the proxy statement and other documents filed by IMPAC with the SEC may also be obtained free of cost by directing a request to: Investor Relations, IMPAC Medical Systems, Inc, 100 West Evelyn Avenue, Mountain View, California 94041; or pr@IMPAC.com. You may also read and copy any reports, statements and other information filed by IMPAC at the SEC public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on public reference rooms.
IMPAC and its directors, executive officers and certain of its employees may be deemed to be participants in the solicitation of proxies of IMPAC stockholders in connection with the proposed merger. Certain directors and executive officers of IMPAC may have interests in the merger that are different from, or in addition to, IMPAC’s stockholders generally, including severance arrangements, acceleration of vesting of stock options and as a result of holding options or shares of IMPAC common stock generally, and their interests will be described in the proxy statement that will be filed by IMPAC with the SEC.