March 11, 2011      

Accuray (Nasdaq: ARAY), a provider of robotic radiosurgery in Sunnyvale, Calif., and TomoTherapy Incorporated (Nasdaq: TOMO), creator of radiation therapy solutions for cancer care in Madison, Wisc., have signed a definitive agreement under which Accuray will acquire TomoTherapy for $4.80 per share in cash and stock, or a total of approximately $277 million.

The transaction combines technologies from two high-growth companies, which currently serve complementary patient populations that are treated by the same medical specialty.  The combined company will offer advanced patient-focused technologies for the treatment of cancer and other diseases, ranging from high-precision robotic radiosurgery for early-stage and localized disease to image-guided, intensity-modulated radiation therapy for more advanced disease sites throughout the body.  

The combined company will have more than 1,100 employees and an installed base of more than 550 units in 32 countries, with a global sales presence. The combined revenue of the two companies in calendar year 2010 exceeded $400 million, 30 percent of which was generated from service of the installed base.

Under the terms of the transaction, TomoTherapy shareholders will receive $3.15 in cash and 0.1648 shares of Accuray common stock per share of TomoTherapy common stock.  Based on the closing price of Accuray’s common stock on March 4, 2011, the stock component of the consideration is valued at $1.65 per share.  The acquisition price represents a premium of 30.8 percent above the closing price of TomoTherapy’s shares on March 4, 2011.

The transaction, which has been approved by the boards of directors of both companies, is expected to close in the second quarter or the beginning of the third quarter of calendar 2011, subject to customary closing conditions, TomoTherapy shareholder approval, and regulatory approvals. The acquisition is expected to be accretive to Accuray earnings per share in its fiscal year beginning July 1, 2012.

UBS Investment Bank served as Accuray’s financial advisor on the transaction, and Gibson, Dunn & Crutcher LLP served as its legal counsel.  BofA Merrill Lynch served as financial advisor to TomoTherapy. Sidley Austin LLP served as TomoTherapy’s legal counsel.

The companies have created a new website, with information regarding this transaction for customers, patients, shareholders and other stakeholders.