San Diego, CA — Dec. 17, 1999 — /PRNewswire/ — The boards of directors of ThermoTrex Corporation (Amex: TKN) and Thermo Electron Corporation (NYSE: TMO) have approved a definitive merger agreement under which Thermo Electron would acquire all of the outstanding common stock of ThermoTrex held by minority shareholders in exchange for common stock in Thermo Electron. Under the agreement, ThermoTrex shareholders would receive 0.5503 shares of Thermo Electron common stock for each share of ThermoTrex common stock. This exchange ratio has been fixed and will not be adjusted for changes in Thermo Electron's stock price.

The board's approval was based on the recommendation of its special committee, which was charged with representing the interests of the company's minority shareholders. The special committee, made up of independent directors Morton Collins and John Magee, was advised by outside legal counsel Wachtell, Lipton, Rosen and Katz as well as an independent financial adviser, Covington Associates LLC.

The company expects to submit shortly to the Securities and Exchange Commission (SEC) all necessary filings in connection with the merger, including a complete copy of the merger agreement. Proxy materials for a special meeting of shareholders will be mailed to ThermoTrex shareholders promptly after completion of the SEC review. Any shares of Thermo Electron common stock would be offered only by means of a prospectus.

Thermo Electron, which controls approximately 80 percent of the company's common stock, intends to vote all of its ThermoTrex shares in favor of the merger agreement. Therefore, shareholder adoption of the agreement is assured. The transaction is expected to close during the second calendar quarter of 2000.

Completion of the transaction is subject to customary conditions. Following the merger, the company's common stock would cease to be publicly traded and ThermoTrex would become a wholly owned subsidiary of Thermo Electron. ThermoTrex's Trex Medical Corporation subsidiary would then become a direct public subsidiary of Thermo Electron. ThermoTrex's ThermoLase subsidiary has also announced that a definitive merger agreement has now been approved by its board of directors and by the board of directors of Thermo Electron (its ultimate parent company), under which Thermo Electron would acquire all of ThermoLase's outstanding stock held by minority shareholders in exchange for Thermo Electron common stock. Following the merger, ThermoLase would become a private subsidiary of Thermo Electron.

The following constitutes a "Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward- looking statements that involve a number of risks and uncertainties. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include those set forth under the heading "Forward-looking Statements" in Exhibit 13 to the company's annual report on Form 10-K for the fiscal year ended October 3, 1998. These include risks and uncertainties relating to: product development and commercialization; market acceptance; dependence on capital spending policies; government contracts; military spending policies; government regulation and healthcare reform; patient reimbursement; competition; ability to retain qualified personnel; intellectual property rights and litigation; subsidiary customer claims, operating losses, and business and marketing strategy development; product liability; dependence on significant relationships; the company's acquisition and spinout strategies; and the potential impact of the year 2000 on processing date-sensitive information.

Company Contact
Covington Associates
[617] 314-3950
info@covingtonassociates.com