UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

ANALOGIC CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

May 16, 2018

Dear Shareholder:

We cordially invite you to attend a special meeting of the shareholders of Analogic Corporation, a Massachusetts corporation, which we refer to as “we,” “us,” “our,” “Analogic” or the “Company,” to be held on June 21, 2018 at 10:00 a.m., local time, at the offices of WilmerHale LLP, 60 State Street, Boston, Massachusetts 02109.

On April 10, 2018, the Company entered into an agreement and plan of merger, which we refer to as the merger agreement, with ANLG Holding Company, Inc., a Delaware corporation, which we refer to as Parent, and AC Merger Sub, Inc., a Massachusetts corporation and a wholly-owned subsidiary of Parent, which we refer to as Merger Sub, providing for the merger of Merger Sub with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent. Parent and Merger Sub are beneficially owned by affiliates of Altaris Capital Partners, LLC, which is an investment firm based in New York focused on the global healthcare industry.

At the special meeting, you will be asked to consider and vote on the following matters:

If the merger is consummated, each share of Company common stock issued and outstanding immediately prior to the effective time of the merger will, other than excluded shares (as defined in the accompanying proxy statement), be converted into the right to receive $84.00 in cash, without interest and subject to deduction for any required withholding tax.

The board of directors of the Company, which we refer to as the Board, has unanimously adopted and approved the merger agreement and recommended that the Company’s shareholders vote in favor of the proposal to approve the merger agreement. The Board made its determination after consultation with its legal and financial advisors and consideration of a number of factors. The Board unanimously recommends that you vote “FOR” approval of the proposal to approve the merger agreement, “FOR” approval of the nonbinding advisory proposal regarding “golden parachute” compensation and “FOR” approval of the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement.

Your vote is very important. The merger cannot be completed unless the holders of at least two-thirds of the outstanding shares of our common stock entitled to vote at the special meeting vote in favor of the proposal to approve the merger agreement.

The accompanying proxy statement provides you with detailed information about the special meeting, the merger agreement and the merger. A copy of the merger agreement is attached as Annex A to the accompanying proxy statement. We encourage you to carefully read the entire proxy statement and its annexes, including the merger

agreement. You also may obtain additional information about the Company from documents we have filed with the Securities and Exchange Commission by following the instructions listed in the section of the accompanying proxy statement entitled “Where You Can Find More Information.”

If you have any questions or need assistance submitting a proxy to have your shares of Company common stock voted at the special meeting, please call Georgeson LLC, the Company’s proxy solicitor, toll-free at (866) 431-2105.

Thank you in advance for your cooperation and continued support.

Sincerely,

The accompanying proxy statement is dated May 16, 2018 and is first being mailed to our shareholders on or about May 17, 2018.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER AGREEMENT OR THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE PROPOSED MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

ANALOGIC CORPORATION

8 Centennial Drive

Peabody, Massachusetts 01960

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. IF YOU ATTEND THE SPECIAL MEETING AND VOTE IN PERSON, YOUR VOTE BY BALLOT WILL REVOKE ANY PROXY PREVIOUSLY SUBMITTED.

May 16, 2018

Peabody, Massachusetts

PROXY STATEMENT

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to address briefly some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that may be important to you as a Company shareholder. Please refer to the “Summary” and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement, which you should read carefully and in their entirety. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under “Where You Can Find More Information” beginning on page 122.

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Effective as of immediately prior to the effective time of the merger, each Company restricted stock unit award that is then outstanding and unvested will vest in full and automatically be canceled and converted into the right to receive an amount of cash equal to the product of the total number of shares of Company common stock then underlying such Company restricted stock unit award multiplied by the merger consideration, on the terms set forth in the merger agreement.

Effective as of immediately prior to the effective time of the merger, each Company performance-based share unit award that is then outstanding and unvested will vest with respect to the number of shares of Company common stock that would have been earned in accordance with the methodology set forth in the applicable award agreement (as in effect on the date of the merger agreement) or previously established by the Compensation Committee of the Board and will automatically be canceled and converted into the right to receive from the Company an amount of cash equal to the product of the total number of shares of Company common stock that vest under such performance-based share unit award multiplied by the merger consideration, on the terms set forth in the merger agreement.

Effective as of immediately prior to the effective time of the merger, each of our directors will terminate his service as a member of the Board, and in connection therewith each director who holds deferred stock units will receive an equivalent number of shares of our common stock in accordance with his deferral elections. Each such share of common stock issued in settlement of the director’s deferred stock units will be treated as an outstanding share at the time of the merger and will be converted into the right to receive the merger consideration.

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Because the affirmative vote required to approve the merger agreement is based upon the total number of outstanding shares of Company common stock, if you fail to submit a proxy or to vote in person at the special meeting, or if you vote “ABSTAIN,” or if you do not provide your bank, brokerage firm or other nominee with voting instructions, it will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement.

If you vote “ABSTAIN” on the proposal regarding “golden parachute” compensation or the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement, this will have no effect on these proposals. If you fail to submit a proxy or to vote in person at the special meeting, or if you do not provide your bank, brokerage firm or other nominee with voting instructions, your shares of Company common stock will not be voted on these proposals, and thus will have no effect on these proposals.

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If you hold your shares of Company common stock in “street name,” please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. Please note that if you are a beneficial owner of shares of Company common stock held in “street name” and wish to vote in person at the special meeting, you must provide a valid proxy from your bank, brokerage firm or other nominee at the special meeting.

A control number, located on your proxy card, is designed to verify your identity and allow you to submit a proxy for your shares of Company common stock, and to confirm that your voting instructions have been properly recorded when submitting a proxy over the Internet or by telephone.

If your shares of Company common stock are held through a bank, brokerage firm or other nominee, you are considered the beneficial owner of shares of Company common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of Company common stock, the shareholder of record. As the beneficial owner of shares of Company common stock held in “street name,” you have the right to direct your bank, brokerage firm or other nominee how to vote your shares of Company common stock by following their instructions for voting.

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If you properly sign your proxy card but do not mark the boxes showing how your shares of Company common stock should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” the proposal to approve the merger agreement, “FOR” approval of the nonbinding advisory proposal regarding “golden parachute” compensation and “FOR” the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement.

With respect to the proposal regarding “golden parachute” compensation and the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions and broker non-votes will have no effect on these proposals.

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See “Appraisal Rights” beginning on page 116. In addition, the text of Part 13 of the MBCA is reproduced in its entirety as Annex C to this proxy statement.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

Statements in this proxy statement regarding the proposed transaction among Parent, Merger Sub and the Company, the expected timetable for completing the transaction, future financial and operating results, future opportunities for the combined company and any other statements about Parent, Merger Sub and the Company managements’ future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” estimates and similar expressions) should also be considered to be forward looking statements, although not all forward-looking statements contain these identifying words. Readers should not place undue reliance on these forward-looking statements. The Company’s actual results may differ materially from such forward-looking statements as a result of numerous factors, some of which the Company may not be able to predict and may not be within the Company’s control. Factors that could cause such differences include, but are not limited to, (i) the risk that the proposed merger may not be completed in a timely manner, or at all, which may adversely affect the Company’s business and the price of its common stock, (ii) the failure to satisfy all of the closing conditions of the proposed merger, including the approval of the merger agreement by the Company’s shareholders, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (iv) the effect of the announcement or pendency of the proposed merger on the Company’s business, operating results, and relationships with customers, suppliers, competitors and others, (v) risks that the proposed merger may disrupt the Company’s current plans and business operations, (vi) potential difficulties retaining employees as a result of the proposed merger, (vii) risks related to the diverting of management’s attention from the Company’s ongoing business operations, and (viii) the outcome of any legal proceedings that may be instituted against the Company related to the merger agreement or the proposed merger. There are a number of important, additional factors that could cause actual results or events to differ materially from those indicated by such forward looking statements, including the factors described in the Company’s Annual Report on Form 10-K for the year ended July 31, 2017 and its most recent quarterly report filed with the SEC. The Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this filing.

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THE SPECIAL MEETING

Time, Place and Purpose of the Special Meeting

This proxy statement is being furnished to our shareholders as part of the solicitation of proxies by the Board for use at the special meeting to be held on June 21, 2018, starting at 10:00 a.m., local time, at the offices of WilmerHale LLP, 60 State Street, Boston, Massachusetts 02109, or at any adjournment or postponement thereof. At the special meeting, holders of Company common stock will be asked to approve the proposal to approve the merger agreement, to approve the nonbinding advisory proposal regarding “golden parachute” compensation and to approve the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement.

Our shareholders must approve the merger agreement in order for the merger to be consummated. If our shareholders fail to approve the merger agreement, the merger will not be consummated. A copy of the merger agreement is attached as Annex A to this proxy statement, which we encourage you to read carefully in its entirety.

Record Date and Quorum

We have fixed the close of business on May 11, 2018 as the record date for the special meeting, and only holders of record of Company common stock on the record date are entitled to vote at the special meeting. You are entitled to receive notice of, and to vote at, the special meeting if you owned shares of Company common stock at the close of business on the record date. On the record date, there were 12,501,638 shares of Company common stock outstanding and entitled to vote. Each share of Company common stock entitles its holder to one vote on all matters properly coming before the special meeting.

A majority of the shares of Company common stock that are issued, outstanding and entitled to vote at the close of business on the record date, present in person or represented by proxy, at the special meeting constitutes a quorum for the purposes of the special meeting. Shares of Company common stock represented at the special meeting but not voted, including shares of Company common stock for which a shareholder directs voting “ABSTAIN,” as well as broker non-votes (described below), will be counted for purposes of establishing a quorum. Because none of the proposals to be voted on at the special meeting are routine matters for which brokers may have discretionary authority to vote, the Company does not expect any broker non-votes at the special meeting. A quorum is necessary to transact business at the special meeting, including the approval of the merger agreement and approval of the proposal regarding “golden parachute” compensation. The special meeting may be adjourned whether or not a quorum is present. Once a share of Company common stock is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting and any recess or adjournment of the special meeting. However, if a new record date is set for the adjourned special meeting, then a new quorum will have to be established. In the event that a quorum is not present at the special meeting, it is expected that the special meeting will be adjourned or recessed.

Attendance

Only shareholders of record or their duly authorized proxies or beneficial owners with proof of ownership have the right to attend the special meeting. If your shares of Company common stock are held through a bank, brokerage firm or other nominee, please bring to the special meeting a copy of your brokerage statement evidencing your beneficial ownership of Company common stock. If you are the representative of a corporate or institutional shareholder, you must present proof that you are the representative of such shareholder.

Vote Required

Approval of the proposal to approve the merger agreement requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of Company common stock entitled to vote thereon as of the record date. For

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the proposal to approve the merger agreement, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Voting “ABSTAIN” will not be counted as a vote cast in favor of the proposal to approve the merger agreement but will count for the purpose of determining whether a quorum is present. If you fail to submit a proxy or to vote in person at the special meeting, or if you vote “ABSTAIN,” it will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement.

If your shares of Company common stock are registered directly in your name with our transfer agent, Computershare Investor Services Inc., you are considered, with respect to those shares of Company common stock, the “shareholder of record.” This proxy statement and proxy card have been sent directly to you by the Company.

If your shares of Company common stock are held through a bank, brokerage firm or other nominee, you are considered the beneficial owner of shares of Company common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of Company common stock, the shareholder of record. As the beneficial owner of shares of Company common stock held in “street name,” you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following their instructions for voting. If you hold your shares of Company common stock in “street name,” please contact your bank, brokerage firm or other nominee for their instructions on how to vote your shares. Please note that if you are a beneficial owner of shares of Company common stock held in “street name” and wish to vote in person at the special meeting, you must provide a valid proxy from your bank, brokerage firm or other nominee at the special meeting.

Banks, brokerage firms or other nominees who hold shares in “street name” for customers have the authority to vote on “discretionary” proposals when they have not received instructions from beneficial owners. However, banks, brokerage firms or other nominees are precluded from exercising their voting discretion with respect to approving non-discretionary matters, such as the proposal to approve the merger agreement, the proposal to approve the nonbinding advisory proposal regarding “golden parachute” compensation and the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement, and, as a result, absent specific instructions from the beneficial owner of such shares of Company common stock, banks, brokerage firms or other nominees are not empowered to vote those shares of Company common stock on non-discretionary matters, which we refer to generally as “broker non-votes.” These broker non-votes will be counted for purposes of determining a quorum, but will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement. Because none of the proposals to be voted on at the special meeting are routine matters for which brokers may have discretionary authority to vote, the Company does not expect any broker non-votes at the special meeting.

Approval of the nonbinding advisory proposal regarding “golden parachute” compensation and approval of the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement, require a majority of the votes cast on each of these proposals. For the nonbinding advisory proposal regarding “golden parachute” compensation and the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate if there are insufficient votes at the time of the special meeting to approve the merger agreement, you may vote “FOR,” “AGAINST” or “ABSTAIN.” For purposes of each of these proposals, if you fail to submit a proxy or to vote in person at the special meeting, or if you have given a proxy and vote “ABSTAIN,” the shares of Company common stock will not be counted in respect of, and will not have any effect on, the proposal.

If you are a shareholder of record, you may vote your shares of Company common stock, or have such shares voted, on matters presented at the special meeting in any of the following ways:

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If you are a beneficial owner of Company common stock held in “street name,” you will receive instructions from your bank, brokerage firm or other nominee that you must follow in order to have your shares of Company common stock voted. Those instructions will identify which of the above choices are available to you in order to have your shares voted. Please note that if you are a beneficial owner of Company common stock held in “street name” and wish to vote in person at the special meeting, you must provide a valid proxy from your bank, brokerage firm or other nominee.

A control number, located on your proxy card, is designed to verify your identity and allow you to submit a proxy for your shares of Company common stock, and to confirm that your voting instructions have been properly recorded when submitting a proxy over the Internet or by telephone.

Please refer to the instructions on your proxy or voting instruction card to determine the deadlines for submitting a proxy over the Internet or by telephone. If you choose to submit your proxy by mailing a proxy card, your proxy card must be received by our Secretary by the time the special meeting begins. Please do not send in your stock certificates with your proxy card. Following the consummation of the merger, a separate letter of transmittal will be mailed to you that will enable you to surrender your stock certificates and receive the per share merger consideration.

If you vote by proxy, regardless of the method you choose to submit a proxy, the individuals named as your proxies on the enclosed proxy card, and each of them, with full power of substitution, will vote your shares of Company common stock in the way that you indicate. When completing the Internet or telephone proxy processes or the enclosed proxy card, you may specify whether your shares of Company common stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the special meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares of Company common stock should be voted on a matter, the shares of Company common stock represented by your properly signed proxy will be voted “FOR” the proposal to approve the merger agreement, “FOR” approval of the nonbinding advisory proposal regarding “golden parachute” compensation and “FOR” the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement.

If you have any questions or need assistance voting your shares, please call Georgeson, our proxy solicitor, toll-free at (866) 431-2105.

IT IS IMPORTANT THAT YOU SUBMIT A PROXY FOR YOUR SHARES OF COMPANY COMMON STOCK PROMPTLY. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. SHAREHOLDERS WHO ATTEND THE SPECIAL MEETING MAY REVOKE THEIR PROXIES BY VOTING IN PERSON.

Shares Owned by Our Directors and Executive Officers

As of the record date, the directors and executive officers of the Company beneficially owned and were entitled to vote, in the aggregate, 51,261 shares of Company common stock, representing 0.4% of the outstanding shares

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of Company common stock on the record date. Each of the directors and executive officers has informed the Company that they currently intend to vote all of their shares of Company common stock “FOR” the proposal to approve the merger agreement, “FOR” approval of the nonbinding advisory proposal regarding “golden parachute” compensation and “FOR” the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement.

Proxies and Revocation

Any shareholder of record entitled to vote at the special meeting may submit a proxy by telephone, over the Internet, or by returning the enclosed proxy card in the accompanying prepaid reply envelope, or may vote in person at the special meeting. If your shares of Company common stock are held in “street name” by your bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee on how to vote your shares of Company common stock using the instructions provided by your bank, brokerage firm or other nominee. If you fail to submit a proxy or to vote in person at the special meeting, or if you vote “ABSTAIN,” or if you do not provide your bank, brokerage firm or other nominee with voting instructions, your shares of Company common stock will not be voted on the proposal to approve the merger agreement, which will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement.

You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by submitting a later-dated proxy through any of the methods available to you, by giving written notice of revocation to our Secretary, which must be received by the Company at 8 Centennial Drive, Peabody, Massachusetts 01960 by the time the special meeting begins, or by attending the special meeting and voting in person. Attendance at the special meeting alone will not revoke your proxy.

Adjournments and Recesses

Although it is not currently expected, the special meeting may be adjourned or recessed, including for the purpose of soliciting additional proxies, if there are insufficient votes at the time of the special meeting to approve the merger agreement or if a quorum is not present at the special meeting. Other than an announcement to be made at the special meeting of the time, date and place of an adjourned meeting, an adjournment generally may be made without notice. Any adjournment or recess of the special meeting for the purpose of soliciting additional proxies will allow the Company’s shareholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned or recessed.

Appraisal Rights

For the reasons described under “Appraisal Rights” beginning on page 116, the Company has concluded that Company shareholders may be entitled to appraisal rights. The Company and Parent reserve the right to contest the validity and availability of any purported demand for appraisal rights in connection with the merger.

Under Part 13 of the MBCA, Company shareholders who believe they are or may be entitled to appraisal rights in connection with the merger must, in order to exercise those rights:

Your failure to follow exactly the procedures specified under the MBCA will result in the loss of any appraisal rights. If you hold your shares of Company common stock through a bank, brokerage firm or other nominee and

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you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by your bank, brokerage firm or nominee. See the section entitled “Appraisal Rights” and the text of Part 13 of the MBCA reproduced in its entirety as Annex C to this proxy statement for further information.

Solicitation of Proxies; Payment of Solicitation Expenses

The Company has engaged Georgeson to assist in the solicitation of proxies for the special meeting. The Company estimates that it will pay Georgeson a fee of approximately $12,500. The Company will also reimburse Georgeson for reasonable out-of-pocket expenses and will indemnify Georgeson and its affiliates against certain claims, expenses, losses, damages, liabilities and judgments. The Company may also reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of shares of Company common stock for their expenses in forwarding soliciting materials to beneficial owners of Company common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Questions and Additional Information

If you have more questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please call Georgeson, our proxy solicitor, toll-free at (866) 431-2105.

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PARTIES TO THE MERGER

THE COMPANY

Analogic Corporation

8 Centennial Drive

Peabody, Massachusetts 01960

(978) 326-4000

Analogic designs, manufactures, and commercializes innovative real-time guidance, diagnostic imaging and threat detection technologies to advance the practice of medicine and save lives. Analogic operates three business segments: Medical Imaging, Ultrasound and Security and Detection. Analogic’s Medical Imaging segment provides critical enabling medical imaging systems and subsystems for computed tomography, or CT, magnetic resonance imaging and high-resolution digital mammography. Analogic sells its Medical Imaging products primarily through longstanding relationships with well-known multinational medical original equipment manufacturers and new entrants in emerging markets. Analogic’s Ultrasound business provides real-time ultrasound procedure guidance systems for the urology, surgery and point of care markets. Analogic sells its ultrasound products, under the BK Ultrasound brand, through its direct sales force in North America and Europe, as well as through a network of distributors to clinical practitioners throughout the world. Analogic’s Security and Detection segment designs and manufactures automated threat detection systems for aviation baggage inspection applications utilizing advanced medical CT technology and systems used for rapid DNA analysis for law enforcement and government agencies. Analogic sells its aviation threat detection and rapid DNA systems through multinational partners.

Analogic was incorporated in the Commonwealth of Massachusetts in November 1967 and shares of Analogic common stock are traded on The Nasdaq Global Select Market under the symbol “ALOG.” The principal executive offices of Analogic are located at 8 Centennial Drive, Peabody, Massachusetts 01960, and our telephone number is (978) 326-4000.

For more information about the Company, see “Where You Can Find More Information” beginning on page 122.

PARENT

ANLG Holding Company, Inc.

c/o Altaris Capital Partners, LLC

600 Lexington Avenue, 11th Floor

New York, NY 10022

(212) 931-0250

ANLG Holding Company, Inc. is a Delaware corporation that was formed solely for the purpose of entering into the merger agreement and related agreements and consummating the merger and the other transactions contemplated thereby. Parent is an affiliate of Altaris and has not engaged in any business except for activities incidental to its formation and as contemplated by the merger agreement and the related financing transactions. Upon completion of the merger, the Company will be a wholly-owned subsidiary of Parent. The principal executive offices of Parent are located at 600 Lexington Avenue, 11th Floor, New York, New York 10022, and its telephone number is (212) 931-0250.

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MERGER SUB

AC Merger Sub, Inc.

c/o Altaris Capital Partners, LLC

600 Lexington Avenue, 11th Floor

New York, NY 10022

(212) 931-0250

AC Merger Sub, Inc. is a Massachusetts corporation that was formed solely for the purpose of entering into the merger agreement and related agreements and consummating the merger and the other transactions contemplated thereby. Merger Sub is a wholly-owned subsidiary of Parent and has not engaged in any business except for activities incidental to its formation and as contemplated by the merger agreement and the related financing transactions. Upon the completion of the merger, Merger Sub will cease to exist and the Company will continue as the surviving corporation of the merger, which we refer to as the surviving corporation. The principal executive offices of Merger Sub are located at 600 Lexington Avenue, 11th Floor, New York, New York 10022, and its telephone number is (212) 931-0250.

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THE MERGER

This discussion of the merger is qualified in its entirety by reference to the merger agreement, which is attached to this proxy statement as Annex A. You should read the entire merger agreement carefully as it is the legal document that governs the merger.

The merger agreement provides that Merger Sub will merge with and into the Company. The Company will be the surviving corporation in the merger and will continue to do business following the merger. As a result of the merger, the Company will become a privately-held company and will cease to be listed on any public market. You will not own any shares of the capital stock of the surviving corporation.

Overview of the Merger

The Company, Parent and Merger Sub entered into the merger agreement on April 10, 2018. Under the terms of the merger agreement, Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent. Parent and Merger Sub are beneficially owned by investment funds affiliated with Altaris. In connection with the merger, each share of Company common stock issued and outstanding immediately prior to the effective time of the merger (other than the excluded shares) will be automatically converted into the right to receive the per share merger consideration, without interest and subject to deduction for any required withholding tax.

Following and as a result of the merger:

Directors and Officers of the Surviving Corporation

The directors of Merger Sub immediately prior to the effective time of the merger will be the initial directors of the surviving corporation. The officers of the Company immediately prior to the effective time of the merger will be the initial officers of the surviving corporation.

Background of the Merger

The Board, together with members of the Company’s senior management, regularly reviews and assesses the Company’s business and competitive landscape and periodically reviews and assesses strategic alternatives available to maximize value to shareholders.

After naming Dr. Fred Parks as the Company’s President and Chief Executive Officer in October 2016, the Board, together with the Company’s senior management, initiated a review of the Company’s businesses with the objective of improving the Company’s operating performance. This review culminated in the restructuring of the Company’s operations, principally in its Ultrasound business, which restructuring was intended to refocus the Ultrasound business on its core markets of urology and surgery, as well as to provide a more efficient cost structure for the business. As part of this review, the Board engaged in preliminary discussions with a number of investment banking firms concerning the Company’s markets, business, and prospects.

On February 16, 2017, Dr. Parks and members of the Company’s senior management met with representatives of Citigroup Global Markets, Inc., which we refer to as Citi. Citi provided a preliminary assessment of market

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perceptions of the Company and a review of various strategic alternatives available to the Company, including the continued operation of the Company on a standalone basis, the divestiture of the Company’s Ultrasound business and the sale of the Company as a whole, as well as Citi’s preliminary assessment of the relative merits and risks of such alternatives.

On February 17, 2017, Dr. Parks and members of the Company’s senior management met with another investment banking firm, which provided an assessment of the Company’s current situation, a review of market perceptions of the Company and a review of various strategic alternatives available to the Company, including the continued operation of the Company on a standalone basis, the divestiture of the Company’s Ultrasound business and the sale of the Company as a whole, as well as the firm’s preliminary assessment of the relative merits and risks of such alternatives.

On February 27, 2017, the Board held a regularly scheduled meeting, with members of senior management present for certain portions. Representatives of Citi and of a third investment banking firm each attended separate portions of the meeting during which each provided the Board with an assessment of the Company’s current situation, a review of market perceptions of the Company and a review of various strategic alternatives available to the Company, including the continued operation of the Company on a standalone basis, the divestiture of the Company’s Ultrasound business and the sale of the Company as a whole, as well as each firm’s assessment of the relative merits and risks of such alternatives.

On May 31, 2017, the Board held a regularly scheduled meeting, with members of senior management present for certain portions. Representatives of Citi and of a fourth investment banking firm each also attended separate portions of the meeting during which each provided the Board with a preliminary assessment of various strategic alternatives available to the Company, including the continued execution of the Company’s business plan as an independent company, a sale of operating units of the Company and a sale of the Company as a whole, as well as each firm’s preliminary assessment of the relative merits and risks of such alternatives. Following these presentations and further discussion, the Board determined to consider an assessment of strategic alternatives to accelerate value creation for the Company’s shareholders. The Board directed Company management to publicly disclose the initiation of the strategic review in connection with the Company’s June 6, 2017 earnings call. The Board also directed the Company’s management to initiate discussions with Citi and one of the other investment banking firms regarding possible engagement to assist in the Company’s strategic review process. The Company’s management also discussed with the Board an initial version of a proposed financial operating plan for the Company’s 2018, 2019 and 2020 fiscal years, which we refer to as the Operating Plan. It was agreed that the matter would be discussed further at a future meeting.

On June 6, 2017, in connection with the Company’s third quarter earnings announcement, the Company announced that the Board had directed that all strategic options be considered to accelerate the pace of value creation for the Company’s shareholders. The Company also issued a downward revision to its guidance for the remainder of fiscal 2017.

On June 6, 2017, the last trading day prior to this announcement, the closing price per share of the Company’s common stock on the Nasdaq Stock Market was $74.60. On June 7, 2017, the first trading day following the announcement, the closing price per share of the Company’s common stock was $67.45.

Following the June 6 earnings announcement, Dr. Parks and members of the Company’s senior management met with the Chief Executive Officer of Party A, a strategic participant in the Company’s industry, to discuss general commercial matters. In connection with this meeting, and in view of the Company’s June 6 announcement regarding its exploration of strategic options, the Chief Executive Officer of Party A expressed interest in a further meeting to discuss Party A’s potential interest in a strategic transaction.

On June 26, 2017, in response to a request from Voce Capital Management, LLC, one of the Company’s investors, which we refer to as Voce, members of the Company’s management spoke by telephone with

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representatives of Voce. During the call, the parties discussed the Company’s historical financial performance and its recently revised guidance. Voce requested a further meeting at the Company with Dr. Parks.

On June 29, 2017, Dr. Parks met with the Chief Executive Officer and other representatives of Party A, along with representatives of Party B, another potential strategic buyer. At the meeting, Party A and Party B discussed a possible transaction whereby Party A would acquire the Company’s Medical Imaging and Security businesses and Party B would acquire the Company’s Ultrasound business. The parties also discussed a potential follow on meeting in which the Company’s senior management would provide management presentations to Party A and Party B.

Following the May 31, 2017 Board meeting, members of the Company’s senior management engaged in a series of discussions with Citi and the other investment banking firm identified at the May 31 meeting concerning the terms of a possible engagement. On July 9, 2017, after consultation with members of the Board, the Company’s management presented a proposed engagement agreement with Citi, together with Citi’s conflict disclosure, for consideration by the Board.

On July 12, 2017, the Board approved the appointment of Citi as the Company’s financial advisor by unanimous written consent, and the Company entered into an engagement letter with Citi.

On July 25, 2017, Dr. Parks and members of the Company’s senior management met with representatives of Voce. During the meeting, the parties discussed the Company’s recent performance and outlook. Voce also received a tour of the Company’s Peabody facility.

On August 11, 2017, the Board held a telephonic meeting, with members of senior management participating for certain portions. Also participating at the request of the Board were representatives of Citi and of Wilmer Cutler Pickering Hale and Dorr, the Company’s legal counsel, which we refer to as WilmerHale. WilmerHale reviewed for the Board the fiduciary duties of directors in considering a possible strategic transaction, alternative structures that might be suitable for different types of transactions that the Board might consider and thoughts on potential alternatives for a transaction process. The Board also considered the proposed meeting among the Company’s management, Party A and Party B discussed at the June 29 meeting with Party A and Party B. The Board authorized management to proceed with the meeting and discussed next steps for the launch of a broader strategic review process. The Company’s management and the Board also discussed the Operating Plan. It was agreed that the Operating Plan would be discussed further at a Board meeting to be held on September 5, 2017.

On August 14, 2017, the Company’s management met with representatives of Party A and Party B. Representatives of Party A received information on the Company’s Medical Imaging, Security, and Ultrasound businesses. At the meeting, Party A’s Chief Executive Officer expressed concerns about the Company’s proposed channel development initiative in CT. Representatives from Party B received information limited to the Company’s Ultrasound business. Prior to this meeting, the Company entered into non-disclosure agreements with Party A and Party B. Each non-disclosure agreement contained standstill obligations with a term of one year that would terminate upon the signing of a definitive agreement with a third party for the sale of the Company.

On August 15 and again on October 3, 2017, Dr. Parks spoke by telephone and then over dinner with the Chief Executive Officer of a potential strategic bidder that expressed interest in the Company’s Security business. However, the potential bidder ultimately did not submit a proposal.

On August 30, 2017, the Company received a notice from Voce expressing Voce’s intention to nominate four candidates to stand for election as directors at the Company’s 2017 annual meeting of shareholders. The notice indicated that affiliates of Voce held 71,871 shares of Company common stock at the time of the notice.

On August 31, 2017, in response to the notice from Voce, Dr. Bernard Bailey, the Company’s Board Chair, contacted a representative of Voce to discuss the matters raised in Voce’s notice. The Voce representative

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expressed Voce’s belief that the Company was undervalued and was interested in assuring that its value was realized for all shareholders. Voce requested that the parties arrange a teleconference on September 27, 2017 to discuss these matters. On the date of this discussion, the closing price of the Company common stock was $71.55 per share.

On September 5, 2017, the Board held a telephonic meeting, with members of senior management participating for certain portions. During the course of the meeting, the Board discussed the proposed September 27 call with Voce. It was agreed that Drs. Bailey and Parks should participate in the call. The Company’s management and the Board also discussed the Operating Plan. After discussion, the Board approved the income statement included therein. The Board asked to receive a balance sheet and cash flow statement for consideration at a future meeting.

From September 7 to 10, 2017, Dr. Parks spoke multiple times by telephone with the Chief Executive Officer of a potential strategic bidder that expressed interest in meeting to discuss a potential acquisition of the Company. However, the meeting was canceled due to illness of the Chief Executive Officer of the potential strategic bidder, who did not attempt to reschedule or submit a proposal.

On September 11, 2017, Dr. Parks spoke by telephone with representatives of Party C, a potential strategic buyer, who expressed interest in acquiring only the Company’s Ultrasound business.

On September 14 and 15, 2017, the Board held a regularly scheduled meeting, with members of senior management and representatives of Citi, WilmerHale and Joele Frank, Wilkinson Brimmer Katcher, a public relations firm, present for certain portions. Representatives from Citi presented options regarding the design of a sale process, including indicative timelines, as well as a preliminary list of potentially interested parties to contact. The Board, together with its advisors, then discussed the relative merits of a whole company transaction versus a partial company transaction, including potentially interested parties, the desire to maximize shareholder value, and the execution risk associated with a separation of the Company. Following this discussion, the Board concluded that the sale process should focus on a sale of the entire company and that Citi should begin outreach to potentially interested parties following the Company’s next earnings announcement. The Board also discussed the matters raised by the nomination notice from Voce, including the qualifications of the proposed candidates, the appropriate number and qualifications of new directors if the Board were to be expanded, the potential impact of negotiations with Voce on the strategic review process already underway and the request by Voce for a meeting on September 27, 2017. The Company’s management and the Board also discussed the balance sheet and cash flow statement for inclusion in the Operating Plan. After discussion, the Board approved the balance sheet and cash flow statement for inclusion therein.

On September 19, 2017, the Company released its earnings for the fourth quarter and full year fiscal 2017 and its outlook for its fiscal 2018. The Company also announced that it had engaged Citi as its financial advisor and had initiated a process for the sale of the Company.

On September 21, 2017, at the request of Voce, Dr. Parks and members of the Company’s senior management spoke with representatives of Voce by telephone to discuss the Company’s fiscal 2017 financial results and fiscal 2018 outlook. The parties also discussed arrangements for the September 27, 2017 meeting to discuss the matters raised by Voce’s nomination notice.

From September to October 2017, Citi, at the direction of the Board, provided a “teaser” document consisting of publicly available information regarding the Company to potentially interested parties that either were identified by Citi as parties with potential interest in a transaction with the Company and contacted by Citi at the direction of the Board, or that contacted Citi in response to the Company’s announcement regarding its exploration of a sale. The parties receiving the teaser included Altaris, Party C, a potential strategic buyer that we refer to as Party D, a potential strategic buyer that we refer to as Party E and a potential financial buyer that we refer to as Party F.

From September to December 2017, the Company negotiated and entered into non-disclosure agreements with potential bidders, including Altaris, Party C, Party D, Party E, Party F and a potential strategic buyer that we

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refer to as Party G. Each non-disclosure agreement contained standstill obligations with terms ranging from 18 months to two years that would terminate upon the signing of a definitive agreement with a third party for the sale of the Company. Parties that executed a non-disclosure agreement generally received a confidential information memorandum, which provided information regarding the business of the Company and included the Operating Plan, along with a process letter requesting submission by November 15, 2017 of preliminary written, non-binding indications of interest to acquire the Company. Ultimately, the Company was in contact with 75 potential strategic and financial buyers, both domestically and internationally. Of the 75 parties with whom the Company had contact regarding their interest in exploring a possible sale, 38 ultimately entered into non-disclosure agreements and received a confidential information memorandum concerning the Company. Each of these non-disclosure agreements contained standstill obligations that would terminate upon the signing by a third party of a definitive agreement for the sale of the Company.

On September 27, 2017, Drs. Bailey and Parks met with representatives of Voce to discuss the matters raised by the Voce nomination notice, as well as the Company’s strategic review process, the desirability of a transaction committee of the Board and the composition of the Board.

In late September and early October 2017, Dr. Bailey engaged in multiple discussions with representatives of Voce. The parties discussed the terms of a possible cooperation agreement, including the appointment of Joseph Whitters to the Board, and the formation of a transaction committee.

On October 12, 2017, the Board held a telephonic meeting, with members of senior management and a representative of WilmerHale present. The Board discussed the principal terms of a proposed cooperation agreement with Voce, including the appointment of Joseph Whitters to the Board, the formation of the Strategic Alternatives Committee, which we refer to as the Committee, and standstill, non-disparagement, voting and expense reimbursement provisions. It was noted that certain terms of the standstill provision and the expense reimbursement cap were still subject to negotiation. Following further discussion, the Board approved the further negotiation and entry into the cooperation agreement and, subject to execution of the cooperation agreement, the formation of the Committee consisting of Dr. Bailey, Jeffrey Black and Mr. Whitters to, among other things, monitor and direct the process and procedures related to the review and evaluation of strategic alternatives, including a possible sale of the Company. Dr. Parks then provided an update on the strategic review process.

On October 13, 2017, the Company entered into the cooperation agreement with Voce.

On October 19, 2017, the Committee held a telephonic meeting, with directors Judge, Modic, Odland and Parks, a member of the Company’s senior management and representatives from Citi present for portions of the meeting. Citi provided an update on the strategic review process, including the status of Citi’s outreach to potential bidders, an illustrative timeline for further engagement and background information on potential participants. The Committee discussed with the Citi representatives the desirability of maintaining a focus on a whole company transaction, but the Committee directed Citi to also accept indications of interest from parties interested in only a portion of the Company’s business, if presented, to facilitate the potential formation of a consortium to acquire the Company at a later phase if desired.

On November 2, 2017, the Committee held a telephonic meeting, with directors Judge, Modic, Odland and Parks and representatives from Citi present for portions of the meeting. Citi provided an update on the strategic review process, noting that 35 parties had either received or expressed an interest in receiving the Company’s confidential information memorandum to date, and providing background information on certain potential process participants. The Committee discussed with the Citi representatives certain factors to consider in comparing a whole company transaction to a partial company transaction, including likely transaction value and potential downsides of a partial company transaction, such as tax considerations, stranded costs and other dis-synergies, and transaction execution risk. The Committee reiterated its desire to focus the strategic review process on a whole company transaction, but to maintain flexibility to consider partial company opportunities to allow for the potential formation of a consortium at a later stage, if appropriate. The Committee determined that

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management should prepare information regarding the tax basis of the Company’s business units to facilitate an analysis of possible partial company transactions, including the tax leakage that might be incurred in a consortium transaction in which the Company’s businesses were separated.

On November 15, 2017, Party A, Party D, Party E and Party F each submitted to the Company preliminary, non-binding indications of interest for a potential transaction, subject to various conditions, including the completion of due diligence. Party A submitted a proposal to acquire the Company for a price of $85.00 to $88.00 per share, comprised of approximately 60% cash and 40% Party A stock. The proposal indicated that Party A intended to divest the Company’s Ultrasound business contemporaneously with the closing of the acquisition, but noted that Party A intended to be the sole contractual buyer for the entire Company and did not plan to have a condition in the definitive agreement regarding a third party to acquire the Ultrasound business. Party A did not identify a specific buyer for the Ultrasound business, but expressed confidence that one could be identified during the next phase of the sale process. Party D submitted a proposal to combine with the Company in a “merger of equals” in which the Company’s shares would be exchanged for shares of Party D common stock. Party D did not propose a specific valuation or exchange ratio, but provided a financial contribution analysis that produced implied ownership percentages for the combined company. The Party D proposal also sought 60 days of exclusivity to complete due diligence and negotiate transaction documents. Party E submitted a proposal to acquire the Company for a price of $75.00 per share in cash. Party F submitted a proposal to acquire the Company for a price of approximately $46.00 per share in cash. The proposal indicated that Party F might also consider a residual equity position or a time-limited royalty agreement as additional components of its proposal, but offered no details on the value of such arrangements or how they might be structured. Party F also submitted an alternative proposal to acquire the Company’s Ultrasound business for $135 million, again referencing the possibility of a residual equity position or a time-limited royalty agreement without any details regarding such potential arrangements.

Also on November 15, 2017, the Company received letters from three additional parties that declined to submit a proposal to acquire the Company, but indicated an interest in discussing the acquisition of either the Company’s Security business (in two cases) or the Company’s Ultrasound business (in one case) if the Company decided to pursue a divestiture of such business, in each case without referencing specific financial terms.

On November 17, 2017, Altaris submitted to the Company a preliminary, non-binding indication of interest in acquiring the Company for a price of $80.00 per share in cash. The Altaris proposal was subject to various conditions, including the completion of due diligence, and noted the strategic connection between the Company’s businesses and certain of Altaris’ existing portfolio companies that are involved in the manufacturing and marketing of medical devices and diagnostic equipment.

On November 20, 2017, the Committee held a telephonic meeting, with directors Judge, Modic, Odland and Parks, a member of the Company’s senior management, and representatives from Citi and WilmerHale present. Representatives from Citi reported on the indications of interest received in the first phase of the strategic review process, including the value and form of consideration proposed, the background of the bidders and strategic considerations with respect to the parties that included stock consideration in their proposals. The Committee, together with its advisors, discussed the terms of the proposals received, including associated contingencies and funding requirements, as well as the due diligence and timing requirements of the various bidders. The Committee concluded that Altaris, Party A, Party D and Party E should be invited to participate in the second phase of the sale process, whereas Party F should not be invited to participate due to the significantly less attractive terms of its proposals. It was noted that, of the parties that had expressed interest in acquiring only a portion of the Company, only Party F had included an indication of value. In light of this, the range of viable offers for the entire company and the drawbacks of a partial company transaction, the Committee concluded that the parties expressing interest in only a portion of the Company’s business should not be invited to participate in the second phase of the sale process at that time. However, the Committee discussed with Citi that Party B may no longer be a viable partner for Party A due to factors specific to Party B, and that it was likely that an alternative partner for Party A would need to be identified as a potential buyer for the Ultrasound business in a

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transaction with Party A. The Committee instructed Citi to maintain a dialogue with parties that had expressed an interest in the Ultrasound business in case Party A required an alternative strategic partner if Party B withdrew. The Committee also instructed Citi to communicate to Altaris, Party A, Party D and Party E that the Board was determined to seek improved terms from each bidder, including, among other things, an increase in each bidder’s offer price and a clear understanding from each bidder of the need for closing certainty. Later that day and during the following day, Citi representatives delivered that message to Altaris, Party A, Party D and Party E.

From November 28 to November 30, 2017, Altaris, Party A, Party D and Party E were provided access to a virtual data room to facilitate their due diligence on the Company.

On November 30, 2017, the Committee held an in-person meeting, with directors Judge, Modic, Odland and Parks, members of senior management and representatives from Citi and WilmerHale present. Citi provided an update on the status of engagement with bidders who had been invited to participate in the second phase of the sale process. Citi noted that each of the bidders had been provided access to a virtual data room and that management presentations were being scheduled with each. Citi and the Committee also discussed the need for reverse due diligence on the two parties that had proposed stock consideration, along with an illustrative timeline for reaching a definitive agreement. The Company’s management next presented a preliminary tax basis analysis for each of the Company’s business units. Management noted that the accuracy of the analysis was complicated by the relatively high degree of integration of the Company’s business activities. Though preliminary, the analysis indicated that there would likely be significant tax leakage in connection with a separation of the Company’s business segments that would need to be considered in connection with any such transaction structure. The Company’s management was asked by the Committee to provide a further analysis for review at a subsequent meeting.

Later on November 30, 2017, the Board held a regularly scheduled in-person meeting in connection with the Company’s annual meeting of shareholders, with members of senior management present for portions of the meeting. The Board discussed the preliminary tax basis analysis prepared by the Company’s management and confirmed that management should prepare the further tax basis analysis requested by the Committee. The Board further concluded that the Company should retain the flexibility to consider alternatives to optimize shareholder value as the sale process continued to develop.

Also on November 30, 2017, Party A’s financial advisor contacted Citi regarding the potential need to find a replacement for Party B as a potential buyer for the Ultrasound business. The financial advisor requested authorization to contact alternative buyers directly; however, Citi responded that the Company wished to control any outreach to potential process participants. Over the course of December 2017, Citi communicated with parties who had expressed an interest in Ultrasound to determine their suitability for, and interest in, participating in a possible transaction with Party A.

On December 6, 2017, the Company released its earnings for the first quarter of its fiscal 2018. The Company also tightened the range of its fiscal 2018 outlook.

On December 12, 14, 18, and 19, 2017, Dr. Parks and other members of the Company’s senior management, together with representatives of Citi, held separate meetings with representatives of Altaris, Party A, Party D and Party E to provide management presentations regarding the Company’s business.

On December 20, 2017, Party E informed Citi of its decision to withdraw from further participation in the process, due to concerns regarding the competitive positioning of the Company and the achievability of the Operating Plan.

On December 21, 2017, at the request of Voce, Dr. Parks and Messrs. Bourque and Namaroff met with representatives of Voce by telephone to discuss the Company’s recent performance and outlook.

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On December 22, 2017, the Committee held a telephonic meeting, with directors Judge, Odland and Parks, members of senior management and representatives from Citi present for portions of the meeting. Representatives from Citi reported on the status of the sale process, including feedback from the management presentations with each of the bidders, factors likely to influence the bidders’ valuation analyses and illustrative timing to completion. Citi noted that Party E had elected to withdraw from further participation in the process. The Committee discussed with Citi the structure of the Party A proposal and the potential risks and timing considerations associated with the structure. Citi noted that Party B might no longer be a viable partner for Party A, and that Party A would likely need to find another buyer for the Ultrasound business. The Committee instructed Citi to continue its engagement with parties that had expressed interest in the Ultrasound business to explore an introduction to Party A as a potential transaction partner. The Committee also discussed the need to perform reverse due diligence on Party A and Party D due to the stock consideration included in their respective proposals. The Committee instructed Citi to contact Party D to set up a management presentation by Party D, and members of the Committee expressed interest in attending that meeting. The Committee next discussed with management the prospects of the Ultrasound business and instructed management to determine whether an updated forecast for the Ultrasound business was warranted to account for the business’ improved performance in the first fiscal quarter. After the representatives from Citi left the meeting, the Company’s management reported on proposed amendments to the Citi engagement letter. The Committee authorized management to execute the amendment upon the terms described.

On January 7, 2018, at the direction of the Committee, Citi delivered a process letter to Altaris, Party A and Party D, including a form of proposed merger agreement prepared by WilmerHale, and requested a mark-up of the merger agreement by January 23, 2018 and final proposals for the acquisition of the Company by January 29, 2018.

Also on January 7, 2018, the Company’s management provided the further tax basis analysis for each of the Company’s business units to the Committee and the Board members. The results of the analysis indicated that there would likely be significant tax leakage in connection with a separation of the Company’s business segments that would need to be considered in connection with any such transaction structure.

On January 11, 2018, the Committee held a telephonic meeting, with directors Judge, Modic, Odland and Parks, members of senior management and representatives from Citi and WilmerHale present. Representatives from Citi provided an update on the sale process, including due diligence activities, an illustrative timeline to completion and certain illustrative financial metrics related to the bidders and potential transaction structures. Citi also provided an update on efforts to connect Party A with potential purchasers of the Company’s Ultrasound business, noting that Party C was already in communication with Party A, and that Party G could possibly follow shortly. The Company’s management then presented potential revisions to the Company’s forecasts for the Ultrasound business taking into account the business’ performance in the first fiscal quarter and an improving outlook for the business going forward. The Committee directed management to continue work on a revised forecast for the Ultrasound business and to prepare a revised version of the Company’s operating plan for fiscal years 2018 through 2020 incorporating these revisions, with the plan of sharing the revised forecasts with the bidders once approved by the Committee.

On January 15, 2018, the Committee approved revisions to the Operating Plan, which we refer to as the Revised Operating Plan, which reflected improved performance of the Company’s Ultrasound business and certain anticipated effects of the tax reform legislation passed in December 2017.

On January 16 and 18, 2018, Party G and Party C, respectively, were provided access to a virtual data room limited to information regarding the Ultrasound business to facilitate their due diligence on the Company.

On January 17, 2018, the Revised Operating Plan was made available to Altaris, Party A and Party D by posting to the virtual data room.

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On January 17 and 18, 2018, members of the Company’s senior management, together with representatives of Citi had teleconferences with Party D and Party A, respectively, in which the parties discussed the computed tomography (“CT”) sub-segment of the Company’s Medical Imaging business, including Party A’s and Party D’s concerns about the viability of the Company’s proposed channel development initiative in CT. In connection with these calls, the Company provided Party A and Party D with revised financial projections for the Company’s CT sub-segment, which we refer to as the Revised CT Projections, from which the channel development initiative had been removed. As described below, the Company provided Altaris with the Revised CT Projections on February 23, 2018.

On January 18, 2018, Dr. Parks and other members of the Company’s senior management, together with representatives of Citi, had a teleconference with representatives of Party G to provide a management presentation regarding the Company’s Ultrasound business.

On January 19, 2018, members of the Company’s senior management, together with representatives of Citi, held a teleconference with representatives of Altaris to discuss the tax basis of the Company’s businesses and the impact to the Company of recent tax reform.

On January 22, 2018, Dr. Parks and other members of the Company’s senior management, together with representatives of Citi, met with representatives Party C to provide a management presentation regarding the Company’s Ultrasound business.

From January 22 to January 24, 2018, management of the Company conducted multiple due diligence calls with representatives of Party C regarding the Company’s Ultrasound business.

On January 25, 2018, the Committee held a telephonic meeting, with directors Judge, Modic, Odland and Parks, members of senior management and representatives from Citi present. Representatives from Citi reported on the status of the sale process, including an update on due diligence activities and feedback to date. Citi confirmed that each of Altaris, Party A and Party D had received the Revised Operating Plan and noted that each bidder was expected to submit a revised proposal on or about the second round deadline of January 29, 2018. The Company’s management also reported that it was reviewing the Company’s expected financial performance for the remainder of the fiscal year, and that an updated forecast would be presented to the Board for consideration in February.

On January 29, 2018, Altaris and Party D each submitted to the Company non-binding proposals to acquire the Company, subject to various conditions, including the completion of due diligence. Altaris submitted a proposal to acquire the Company for a price of $82.50 per share in cash. The Altaris proposal included a full mark-up of the proposed form of a merger agreement and requested 30 days of exclusivity. Party D submitted a proposal to acquire the Company at a price of $85.00 per share, comprised of $13.66 per share in cash and $71.34 per share in Party D stock, which would be calculated based on a fixed exchange ratio. The Party D proposal included preliminary comments on the draft merger agreement in the form of an issues list and requested 30 days of exclusivity.

On January 31, 2018, Party A submitted to the Company a non-binding proposal to acquire the Company for a price of $80.00 to $82.50 per share, comprised of approximately 60% cash and 40% Party A stock, subject to various conditions, including the completion of due diligence. The Party A proposal did not include comments to the merger agreement, but noted Party A’s expectation that the merger agreement would reflect the simultaneous divestiture of the Company’s Ultrasound business, and that Party A would use the proceeds of such divestiture to fund a portion of the consideration for the transaction. Party A again indicated that it intended to be the sole contractual buyer for the entire Company, but no longer provided any assurance that there would be no closing conditions regarding the proposed divestiture of the Ultrasound business and did not identify a buyer for the Ultrasound business.

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On February 1, 2018, the Committee held a telephonic meeting, with directors Judge, Modic and Parks, members of senior management and representatives from Citi and WilmerHale present. Representatives from Citi discussed certain aspects of the proposals received from Altaris, Party A and Party D, and a representative from WilmerHale reviewed the comments by Altaris and Party D to certain key terms of the merger agreement. The Committee and Citi discussed the fact that, although Altaris’ bid included a per share price lower than that of Party D, it was an all-cash bid and presented greater certainty of value than the Party D proposal, which consisted primarily of stock to be calculated using a fixed exchange ratio, which would mean that the Company’s shareholders would be exposed to the trading performance of Party D stock during the period between signing and closing. The Committee and Citi discussed the recent stock price performance of Party D and Citi’s analysis regarding Party D’s ability to increase the percentage of its bid consisting of cash. The Committee concluded that the ultimate assessment of Party D’s bid should be made after the Company had completed additional reverse due diligence on Party D. Citi also noted that Altaris had not yet performed as much due diligence as the remaining bidders, and that, based on Citi’s discussions with Altaris, Altaris might find room to improve its valuation. The Committee noted that Party A had reduced its proposed valuation significantly to a range lower than the other bidders, that a significant portion of the proposed consideration consisted of Party A stock and that Party A would require a contemporaneous divestiture of the Company’s Ultrasound business, which could entail significant incremental execution risk. The Committee concluded that the Party A proposal was significantly less attractive than the other two, but expressed the desire to keep all three bidders in the process to maintain a competitive dynamic. The Committee discussed the requests for exclusivity by Altaris and Party D with WilmerHale and concluded that it was not willing to grant exclusivity to any of the bidders at this stage. Citi was instructed to contact each of the bidders to solicit updated bids with improved economic terms, and to communicate to Party A that it would need to improve its proposal significantly to remain competitive. Citi representatives delivered that message later that day. The Company’s management then reported on potential updates to the Company’s forecasts for the remainder of the fiscal year. The Committee asked the Company’s management to provide further information regarding these potential updates for the Committee’s review at its next meeting.

On February 4, 2018, Dr. Parks met with representatives of Party D to discuss the parties’ perspectives on potential integration and leadership issues that could arise in a combination transaction between the parties.

From February 6 through February 8, 2018, members of the Company’s senior management met with representatives of Party D to conduct preliminary reverse due diligence.

On February 8, 2018, the Committee held a telephonic meeting, with directors Judge, Odland and Parks, members of senior management and representatives from Citi and WilmerHale present. Representatives from Citi reported on their conversations with each of the bidders following receipt of the second-round bids. Altaris had expressed a desire to continue participating in the process, including conducting additional due diligence on a non-exclusive basis. Citi noted that Party D was also continuing work on a non-exclusive basis, but wished to revisit the issue following its management presentation to the Company, which was scheduled for the following day. Party A had indicated that it would focus additional due diligence efforts on matters affecting its valuation to determine whether it could improve its proposal, and that it expected Party C to do the same. Citi and the Committee also discussed a recent deterioration in Party A’s stock price and the potential implications for its future participation. The Committee and the Company’s management next discussed the proposed agenda for the upcoming management presentation by Party D and the associated due diligence objectives. The Company’s management then presented a revised fiscal 2018 revenue forecast based on a review of the Company’s expected financial performance for the remainder of the fiscal year to the Committee, which instructed the Company’s management to incorporate such revisions into the Company’s profit forecast for fiscal 2018 and to provide such updated revenue and profit forecasts, which we refer to as the Updated Fiscal 2018 Forecast, to Citi, which should in turn share such Updated Fiscal 2018 Forecast with the bidders.

On February 9, 2018, the Committee and members of the Company’s senior management attended a management presentation by representatives of Party D regarding Party D’s business. At the meeting, representatives of Party D expressed concerns about the viability of the Company’s channel development initiative in CT.

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On February 13, 2018, Citi delivered the Updated Fiscal 2018 Forecast to Altaris, Party A and Party D.

On February 15, 2018, the Committee held a telephonic meeting, with directors Judge, Modic, Odland and Parks, members of senior management and representatives from Citi and WilmerHale present. Representatives from Citi and management reported on the due diligence conducted by the three bidders since the last meeting. The Committee and members of management then discussed the management presentation by Party D on February 9, 2018. Members of the Committee noted that Party D did not appear to be a good strategic fit for the Company based on the management presentation and other reverse due diligence conducted to date, and expressed concerns with accepting a proposal that entailed stock in a combined company in view of a lack of a compelling rationale for a combination. Citi again discussed its analysis of Party D’s ability to increase the cash component of its bid.

On February 21, 2018, WilmerHale sent a revised draft of the Altaris merger agreement to Schiff Hardin LLP, counsel to Altaris, which we refer to as Schiff Hardin.

On February 22, 2018, members of the Company’s senior management, together with representatives of Citi held a discussion with Altaris, in which the parties discussed the CT sub-segment of the Company’s Medical Imaging business, including the Company’s proposed investment in channel development in CT. The next day, the Company provided Altaris with the Revised CT Projections.

On February 26, 2018, Party D submitted to the Company a non-binding proposal to acquire the Company for a purported price of $85.00 per share, comprised of $25.40 per share in cash and a purported $59.60 per share in Party D stock, subject to various conditions, including the completion of due diligence. The stock component of the purchase price was valued based on the trading price of Party D stock on January 29, 2018, the date of Party D’s previous proposal. However, Party D’s share price had declined significantly since then and the actual value of the Party D proposal, based on the most recent closing price at the time of the bid letter, was approximately $80.60 per share. The Party D proposal included a full mark-up of the proposed form of a merger agreement and requested exclusivity through March 19, 2018.

Also on February 26, 2018, Dr. Bailey spoke by telephone with a representative of Altaris. Dr. Bailey stated that the Altaris proposal was being given serious consideration, but that the Board wanted Altaris to increase its price.

On February 27, 2018, Altaris submitted to the Company a non-binding proposal to acquire the Company for a price of $82.50 per share in cash, which amount would be reduced by the amount of any dividends paid by the Company after December 31, 2017. The Altaris proposal was subject to various conditions, including the completion of due diligence, and included a request for 40 days of exclusivity.

Also on February 27, 2018, Party A informed Citi that it was not prepared to submit a written proposal or comments to the proposed form of merger agreement at that time, but that it expected to be prepared to make a proposal in the future at an upfront price of $80.00 per share, comprised of 60% cash and 40% stock, with additional value to be available through contingent value rights, or CVRs. Party A was not prepared to propose specific terms for the CVRs, but suggested that they would be intended to increase the total potential per share value of the Party A proposal into the upper $80s at maximum achievement (without discounting for present value), and that payments would be triggered by achievement of revenue projections over several years in the CT sub-segment of the Company’s Medical Imaging business and regulatory approvals. Party A also indicated that it would expect to negotiate a definitive agreement with a third party to sell the Ultrasound business as a pre-signing workstream, and that they expected the process to take several weeks.

On February 28, 2018, the Committee held a telephonic meeting, with directors Judge, Modic, Odland and Parks, members of senior management and representatives from Citi and WilmerHale present. Representatives from Citi reviewed certain financial terms of the proposals received from the three bidders, highlighting changes to submissions made in the prior round. Citi also presented a preliminary financial analysis of a potential sale of the Company. Citi noted that its discounted cash flow analysis included two scenarios prepared by the Company’s

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management: the first reflecting a version of the Revised Operating Plan that had been updated to reflect the Updated Fiscal 2018 Forecast, which we refer to as Case 1, and the second modifying Case 1 to reflect the Revised CT Projections, which we refer to as Case 2A. The Committee discussed Case 2A with Citi, noting that the proposed channel development initiative in CT was a new business opportunity for the Company with significant execution risk that was not reflected in Case 1, that the Committee shared the concerns expressed by bidders regarding the viability of the channel development initiative, and that the adjustments in the Revised CT Projections were appropriate in light of these risks. The Committee and Citi discussed Citi’s financial analysis, including a sensitivity analysis prepared to assess the potential impact of execution risks on the discounted cash flow valuations reflected in Citi’s preliminary financial analysis. The Committee expressed its view that neither Case 1 nor Case 2A adequately reflected the risks associated with the achievability of management’s operating plan generally, including long-term macroeconomic trends in the maturing medical imaging market, increasing global competition from larger and better capitalized competitors, increasing industry consolidation and the Company’s ability to develop new market channels for its products, as well as its view that certain bidders appeared to share this view and noted that the sensitivity analysis illustrated that all three proposals reflected appropriate valuations on a risk adjusted basis. It was agreed that Citi would be asked to perform a further analysis based on a new iteration of Case 2A with appropriate risk adjustments to be considered at a future meeting. Citi and the Committee also discussed an illustrative “sum of the parts” financial analysis presented by Citi for comparative purposes at the request of the Committee. After further discussion, the Altaris proposal was deemed to be the most attractive of the three bids received, as it was believed to reflect the best price and provided the greatest certainty of value. It was noted that, although Party D’s proposal purported to reflect a value of $85.00 per share, this was based on Party D’s share price at the time of its January proposal, and when adjusted to reflect its most recent closing price translated to an implied value of approximately $80.60 per share. The significant stock component, the fixed exchange ratio and the lack of a compelling strategic rationale for the combination made the value of the bid more speculative, and entailed greater risk of not achieving its anticipated value, than the all-cash bid presented by Altaris. The Committee noted that the Party A proposal reflected the lowest upfront consideration of the three, and concluded that any contingent consideration linked to the CT business offered by Party A was likely to be highly speculative and of limited or no value. Citi also noted that Party A’s inability to provide a detailed written proposal suggested it was having a difficult time reaching a firm valuation with its potential partners for the Ultrasound divestiture, and that there was significant uncertainty as to whether Party A could ultimately complete a transaction. Citi expressed its belief that Altaris still had the capacity to increase its price, and the Committee concluded that it was willing to continue discussions with Altaris on an expedited basis if Altaris did so. Given the issues remaining to be resolved and the competitive nature of the process, the Committee was unwilling to grant exclusivity to Altaris, but indicated that it would consider limited expense reimbursement and might revisit exclusivity at a later date if sufficient progress was made with Altaris. The Committee instructed Citi to communicate to Altaris that the Board remained willing to continue discussions regarding a potential transaction if Altaris would increase its price. Citi representatives delivered that message to Altaris later that day. Citi was also asked to inform Party A that the Company did not intend to continue discussions with Party A absent a substantial revision of its bid.

On March 4, 2018, Altaris submitted to the Company a non-binding proposal to acquire the Company for $84.00 per share in cash, which amount would be reduced by the amount of any dividends paid by the Company after December 31, 2017. The proposal was subject to various conditions, including the completion of due diligence. Altaris also provided a proposed form of “inducement letter,” which would require the Company to pay Altaris a $4 million termination fee if (i) Altaris delivered a notice on the 30th day following the date of such inducement letter confirming its willingness to enter into a definitive agreement at the valuation set forth in its proposal, and the parties failed to execute a definitive agreement within five days thereafter, (ii) the Company elected to terminate negotiations with Altaris prior to such date or (iii) the Company failed to engage with Altaris and its representatives in good faith to progress Altaris’ due diligence review.

Later on March 4, 2018, Dr. Bailey, members of the Company’s senior management and representatives of Citi and WilmerHale discussed the proposal from Altaris, including the proposed inducement letter, and potential responses.

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On March 5, 2018, the Company announced its results for the second quarter of its fiscal 2018. The Company noted that, in view of the status of its strategic review process, it was not commenting on its fiscal year guidance or other forward-looking performance measures.

Also on March 5, 2018, representatives of WilmerHale discussed the proposed terms of the inducement letter with Schiff Hardin. WilmerHale communicated the Company’s position that a termination fee was not appropriate under the circumstances, and that Altaris’ remedy should be limited to expense reimbursement, subject to a cap. WilmerHale also delivered additional comments on the proposed terms of the inducement letter, including (i) that expense reimbursement should only be available if Altaris provided a binding proposal to enter into a merger agreement with a purchase price of $84.00 per share, without adjustment for dividends made after December 31, 2017, and other terms no less favorable than a specified baseline, (ii) that Altaris must submit financing commitments with customary terms with its binding proposal and (iii) that expense reimbursement should only be triggered if the Company entered into a definitive agreement with a third party with respect to the acquisition of the Company prior to a specified date.

From March 5, 2018 to March 16, 2018, representatives of WilmerHale and Schiff Hardin negotiated the terms of an expense reimbursement agreement, as well as certain key terms from the merger agreement that would serve as the baseline for determining whether an Altaris proposal would qualify for expense reimbursement. The terms of the merger agreement negotiated in conjunction with the expense reimbursement agreement included (i) whether the proposed $84.00 per share purchase price would be subject to adjustment for dividends paid after December 31, 2017, (ii) provisions restricting the Company’s ability to pay dividends between signing and the closing, (iii) the treatment of the Company’s performance-based equity awards, (iv) provisions restricting compensation related actions with respect to employees before and after the closing, (v) provisions relating to the ability of the Company to respond to superior proposals, (vi) the Company’s obligations to cooperate with and provide information in support of Altaris debt financing, (vii) the closing conditions and (viii) the termination fees. Altaris initially proposed a Company termination fee of 3.25% of equity value and a Parent reverse termination fee of 4.25% of equity value.

On March 6, 2018, Dr. Bailey spoke by telephone with a representative of Altaris. On the call, Dr. Bailey encouraged Altaris to continue its participation in the sale process.

On March 8, 2018, the Committee held a telephonic meeting, with directors Judge, Modic, Odland and Parks, members of senior management and representatives from Citi and WilmerHale present. Representatives of Citi reported on the status of the bidders, noting that Party D would likely withdraw its proposal, as it was unable to accommodate requests to improve its offer, and that Party A was unwilling to increase its base purchase price above $80 per share (although it continued to indicate verbally that it would consider contingent consideration tied to performance of the CT business), whereas Altaris had submitted an updated proposal reflecting an increased purchase price of $84.00 per share, subject to reduction for any dividends or other distributions paid by the Company after December 31, 2017. Citi noted that Altaris had conditioned its continued participation in the sale process on the Company’s execution of an expense reimbursement agreement. A representative of WilmerHale described the principal terms of the proposed expense reimbursement agreement and the status of the negotiations to date, including counterproposals the Company might consider to resolve open points in the negotiations. The Committee determined that Altaris should be asked to commit to a per share price of $84.00 without any reduction for the Company’s ordinary course dividend payments between December 31, 2017 and the date of a definitive agreement, that the Company could agree to expense reimbursement up to a $4 million cap, and that the reimbursement agreement should be structured to increase the likelihood that Altaris would submit a bid acceptable to the Company, including by narrowing the range of open issues that could be included in a proposal that qualified for reimbursement. WilmerHale and the Company’s management were authorized to continue negotiations with Altaris regarding the reimbursement agreement, and the Company’s management was authorized to execute a final reimbursement agreement on behalf of the Company on terms consistent with the terms and potential counterproposals discussed at the meeting. The Committee next discussed changes in the Company’s stock price following its most recent earnings announcement. Citi then discussed with the Committee prior transactions in which a target’s stock price traded above the transaction price, and WilmerHale reviewed

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the Board’s fiduciary duties in its consideration of a transaction, including factors to consider in light of the current trading price. The Committee then discussed a meeting planned with Voce scheduled for the following week, and it was agreed that the meeting should be canceled.

Also on March 8, 2018, Schiff Hardin sent a markup of the Altaris merger agreement to WilmerHale and the Company received a notice from Party D stating that it had elected to withdraw from the process.

On March 15, 2018, the Committee held a telephonic meeting, with directors Judge, Modic, Odland and Parks, members of senior management and representatives from Citi, WilmerHale and Georgeson LLC, the Company’s proxy solicitor, which we refer to as Georgeson, present. Representatives of Citi provided an update on discussions with the bidders, noting that Party D had withdrawn its proposal, but that Altaris was continuing to work toward a transaction. WilmerHale then provided an update on the negotiations with Altaris on the expense reimbursement agreement, including reviewing an issues list summarizing the resolution of open issues in the merger agreement, which reflected the agreed criteria for an Altaris proposal that would qualify for expense reimbursement. WilmerHale summarized the remaining open items in the expense reimbursement agreement and discussed potential responses with the Committee. It was agreed that Dr. Bailey would discuss the remaining open items with Altaris, and that, following those discussions, WilmerHale and Mr. Fry could proceed with finalizing and executing an expense reimbursement agreement consistent with the discussions at the meeting. Next, a representative of Georgeson reported on investor considerations relevant to the proposed transaction and the solicitation of the shareholder vote if the merger agreement were executed, including an overview of the Company’s investor base and factors likely to influence their evaluation of a transaction.

On March 15, 2018, Dr. Bailey spoke by telephone with a representative of Altaris to discuss resolution of the remaining open items in the expense reimbursement agreement.

On March 16, 2018, the Company and Altaris executed the expense reimbursement agreement, which provided for reimbursement of Altaris’ expenses in connection with the transaction up to a cap of $4 million if (i) Altaris delivered to the Company on the 30th day following execution of the expense reimbursement agreement a binding proposal to enter into a merger agreement with a purchase price of $84.00 per share, without reduction for dividends made after December 31, 2017, and other terms no less favorable than a specified set of baseline terms described further below, (ii) the Company elected to terminate negotiations with Altaris, unless Altaris had proposed a reduction in its purchase price or to purchase less than 100% of the Company’s capital stock prior to such termination, or (iii) Altaris was unable to deliver its binding proposal by the specified deadline due to the Company’s failure to use commercially reasonable efforts to cooperate with Altaris’ due diligence review of the Company. The specified baseline terms for a qualifying Altaris proposal included vesting of the Company’s performance-based equity awards based on actual performance, a Company termination fee equal to 3.25% of the equity value of the transaction, a Parent termination fee equal to 6% of the equity value of the transaction and no closing conditions capping Company expenses or requiring the Company to have any specified minimum cash balance.

On March 21, 2018, WilmerHale sent to Schiff Hardin a revised draft of the merger agreement reflecting the resolution of the issues discussed during the negotiation of the expense reimbursement agreement, as well as the Company’s position on the remaining open issues.

From March 21 to April 7, 2018, representatives of WilmerHale, with input from Board members and the Company’s management, and Schiff Hardin negotiated the terms of the definitive merger agreement, including the restrictions on the Company’s activities between signing and closing and the definition of a Company material adverse effect. WilmerHale and Schiff Hardin also negotiated the terms of the equity and debt commitments and the limited guarantee.

On March 22, 2018, the Committee held a telephonic meeting, with directors Judge, Modic and Parks, members of senior management and representatives from Citi and WilmerHale present. Representatives from Citi discussed, on a preliminary basis, potential additions to Citi’s financial analyses to include an execution risk adjusted financial analysis requested by the Committee at its February 28 meeting, which we refer to as Case 2B.

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Case 2B consisted of a revised version of Case 2A reflecting a 25% reduction in annual revenue growth and a 25% reduction in non-GAAP EBITDA margin expansion. In assessing the validity of these risk adjustments, the Committee considered the Company’s past performance, the performance of representative peer companies and the history of third-party analysts’ adjustments to the Company’s outlook. The Committee concluded that the risk adjustments in Case 2B were appropriate and consistent with the Committee’s expectations for the business and instructed Citi to consider Case 2B as the best representation of the Company’s future prospects. Citi then presented information on recent public company sale transactions in which the purchase price was lower than the prevailing stock price immediately prior to announcement. Representatives from Citi and WilmerHale then provided an update on the discussions with Altaris, including the status of Altaris’ due diligence activities and of the negotiations regarding the merger agreement and other legal documentation.

On March 26, 2018, Dr. Parks met with representatives Altaris. The parties discussed their expectations regarding Dr. Parks’ transitional role following the closing of a transaction, but did not otherwise discuss a modification or extension of Dr. Parks’ existing employment agreement.

During the weeks of March 26 and April 2, 2018, management of the Company, with representatives of WilmerHale, conducted multiple due diligence calls with representatives of Schiff Hardin and Altaris.

On March 26, 2018, members of the Company’s senior management, together with representatives of Citi, met with representatives of Altaris and potential lenders to provide a management presentation regarding the Company’s business.

On March 27, 2018, representatives of Citi received an email from Party D’s financial advisor raising the possibility that Party D would be willing to make an offer at a face value of $85.00 per share (at the Party D “spot price”), consisting of 30% cash and 70% stock.

On March 29, 2018, the Committee held a telephonic meeting, with directors Judge, Modic, Odland and Parks, members of senior management and representatives from Citi and WilmerHale present. The Committee discussed with Citi and WilmerHale the status of the negotiations with Altaris and potential timing for an announcement if those negotiations were successful. The Committee concluded that a meeting of the full Board should be scheduled for April 8, 2018, to further consider the potential transaction with Altaris.

On April 5, 2018, the Committee held a telephonic meeting, with directors Judge, Modic, Odland and Parks, members of senior management and representatives from Citi, WilmerHale and Georgeson present. Representatives from Citi first reviewed the status of discussions with the three bidders, summarizing the March 27 email from Party D’s financial advisor in which the financial advisor raised the possibility of an offer from Party D at a face value of $85.00 per share, consisting of 30% cash and 70% stock. The Committee discussed whether this discussion should impact their view of the terms under negotiation with Altaris. It was noted that Party D had not yet formally submitted such a proposal and had previously declined the opportunity to improve its terms, that such a proposal would consist primarily of stock and that the concerns regarding strategic fit with Party D would exacerbate the value uncertainty caused by the trading exposure between signing and closing, that Party D’s recent stock performance also highlighted the risks of accepting stock consideration, and that the Committee continued to prefer the certain value provided by an all cash bid. Citi then presented a preliminary financial analysis of the proposed transaction with Altaris, including the risk adjusted Case 2B requested by the Board. The Committee next discussed whether such proposed transaction was a better alternative than continuing to operate as a standalone company. Committee members noted the challenges facing the Company’s businesses, including industry consolidation and the difficulty of achieving sustainable growth at the Company’s scale, the lack of near-term catalysts for improvement, the risks associated with the Company’s channel development strategy and concerns among Board members that recent gains in the Ultrasound business may not be sustainable. The Committee discussed whether the decision to proceed with a sale transaction should be delayed in light of the trading price of the Company’s common stock, but concluded that such a delay would entail a significant risk of losing the transaction currently under consideration with Altaris, and that the extensive

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sale process conducted by the Company supported the conclusion that this was the best transaction reasonably available. In addition, the Committee discussed the fact that the Company’s stock price already reflected expectations regarding the consummation of a transaction, and that postponing the current transaction would likely lead to a significant decline in the stock price. A representative of Georgeson then discussed the process and timeline for soliciting the shareholder vote if the merger agreement with Altaris were executed.

On April 8, 2018, the Board held an in-person meeting, with members of senior management and representatives of Citi, WilmerHale, Georgeson and Sard Verbinnen & Co, the Company’s public relations firm, which we refer to as Sard Verbinnen, present for certain portions. WilmerHale reviewed for the directors their fiduciary duties in considering a transaction such as the proposed merger. WilmerHale then reviewed the principal terms of the merger agreement, including the Company termination fee of $34.8 million (approximately 3.25% of equity value) and the Parent reverse termination fee of $64.2 million (approximately 6% of equity value). WilmerHale also reviewed a forum selection by-law amendment to be proposed for adoption by the Board in connection with the signing of the definitive merger agreement with Altaris. Citi then presented a financial analysis of the proposed transaction with Altaris. The Board discussed the forecasts used by Citi in its financial analysis and an analysis prepared by management of the Company’s actual performance against prior operating plans. The Board noted that the risk adjustments used to create Case 2B were consistent with or more optimistic than the Company’s actual performance against its four prior projected operating plans, and expressed its continued belief that Case 2B provided the best representation of the Company’s future prospects. Citi also reviewed the general terms of Altaris’ equity and debt financing, and management confirmed that it was comfortable with Altaris’ assumptions regarding the availability of the Company’s cash at closing. The Board then reviewed with Citi the alternatives considered during the course of the strategic review process, and discussed the challenges of those alternatives. The Board also discussed the potential of a revised bid from Party D, as discussed at the April 5 Committee meeting. The Board concluded that the concerns regarding strategic fit, and the implications of those concerns for the risks associated with exposure to the combined company’s stock price, continued to make the Altaris transaction more favorable. It was also noted that Party D had withdrawn from the process and was now weeks behind Altaris in its due diligence, and that exploring Party D’s interest would entail significant delay and could put the Altaris transaction at risk. The Board also considered factors likely to affect the standalone prospects of the Company, including the Company’s past performance, the Company’s ability to achieve the performance levels projected in past operating plans, the performance of representative peer companies, and the history of third-party analysts’ adjustments to the Company’s outlook. Based on these factors, the Board expressed its continued support for the Altaris transaction. Representatives from Sard Verbinnen then presented an announcement communications plan. The Board then provided feedback on the proposed announcement communications, and instructed Sard Verbinnen and management to present revised announcement communications reflecting the Board’s feedback at the next meeting. The Board and its advisors discussed the timing and next steps for submitting the merger agreement with Altaris to the Board for consideration as well as the sequencing of announcement of the proposed transaction.

On April 9, 2018, Dr. Bailey spoke by telephone with a representative of Altaris. Dr. Bailey relayed the Company’s continued support for a transaction with Altaris.

Also on April 9, 2018, the Board held a telephonic meeting, with members of senior management and representatives of Citi, WilmerHale, Georgeson and Sard Verbinnen present to review revisions to the proposed announcement and communications plan.

On April 10, 2018, the Board held a telephonic meeting, with members of senior management and representatives of Citi and WilmerHale present. WilmerHale confirmed for the Board that the terms of the merger agreement remained unchanged from those discussed at the April 8 meeting. Representatives of Citi reviewed Citi’s financial analyses of the $84.00 in cash per share of Company common stock to be paid by Altaris pursuant to the merger agreement, updated to reflect changes in the markets since the version of the Citi presentation presented to the Board on April 8, 2018. Citi then delivered its oral opinion, which was subsequently confirmed by delivery of a written opinion dated April 10, 2018, to the effect that, as of that date and based on

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and subject to the matters, considerations and limitations set forth in Citi’s opinion, Citi’s work and other factors Citi deemed relevant, the $84.00 in cash per share to be offered to the holders of Company common stock (other than holders of excluded shares) was fair, from a financial point of view, to such holders (see “The Merger—Opinion of Citigroup Global Markets, Inc.” beginning on page 52). After discussion, the Committee then unanimously adopted votes recommending that the Board adopt the merger agreement and approve the merger and the forum selection by-law amendment. The Committee then reported that it had unanimously recommended that the Board adopt the merger agreement and approve the merger and the forum selection by-law amendment. After a discussion, the Board then unanimously voted to adopt the merger agreement, to approve the merger, to recommend that the Company’s shareholders approve the merger agreement and to adopt the forum selection by-law amendment.

Later on April 10, 2018, the Company and Altaris executed the merger agreement and issued a joint press release after the close of the market announcing the transaction. The Company also held a conference call to announce the transaction and take questions from shareholders. Concurrently with the execution of the merger agreement, Altaris executed and delivered the equity commitment letter and the limited guarantee, and the commitment parties executed and delivered the debt commitment letter.

Reasons for the Merger; Recommendation of the Board of Directors

At a meeting held on April 10, 2018, the Board, by a unanimous vote of all directors, (a) determined that the merger agreement and the merger are in the best interests of the Company and its shareholders, (b) adopted the merger agreement, (c) approved the merger, (d) directed that the merger agreement be submitted to the Company’s shareholders at a special meeting of the Company’s shareholders for their approval, and (e) recommended that the Company’s shareholders approve the merger agreement.

Before making its recommendation, the Board consulted with its outside legal and financial advisors and with the Company’s senior management team. In reaching its recommendation, the Board considered the following material factors that it believes support its decision to enter into the merger agreement and consummate the merger (which factors are not necessarily presented in order of relative importance):

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The Board believed the public nature of the sale process and the number of parties with whom the Company had contact made it unlikely that other parties would express an interest in acquiring the Company. The Board also considered the potential regulatory obstacles facing potential buyers outside of the United States, particularly with respect to the Company’s Security business, and noted that no foreign party submitted a proposal to acquire the Company during the sale process.

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The Board also weighed the factors described above against the following factors and risks that generally weighed against entering into the merger agreement (which factors and risks are not necessarily presented in order of relative importance):

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In considering the recommendation of the Board with respect to the proposal to approve the merger agreement, you should be aware that our directors and executive officers may have interests in the merger that are different from, or in addition to, yours. The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in their recommendations with respect to the merger agreement. See the section entitled “The Merger—Interests of Certain Persons in the Merger” beginning on page 65.

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The foregoing discussion of the information and factors considered by the Board in reaching its conclusions and recommendations is not intended to be exhaustive, but includes the material factors considered by the directors. In view of the wide variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, the Board did not find it practicable to, and did not attempt, to quantify, rank or assign any relative or specific weights to the various factors considered in reaching its determination and making its recommendation. In addition, individual directors may have given different weights to different factors. The Board considered all of the foregoing factors as a whole and based its recommendation on the totality of the information presented.

The Board unanimously recommends that you vote “FOR” approval of the proposal to approve the merger agreement, “FOR” approval of the nonbinding advisory proposal regarding “golden parachute” compensation and “FOR” approval of the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to approve the merger agreement.

Opinion of Citigroup Global Markets, Inc.

Analogic retained Citi as its financial advisor in connection with the merger. In connection with this engagement, Analogic requested that Citi evaluate the fairness, from a financial point of view, of the merger consideration to be received in the merger by holders of shares of Company common stock (other than the excluded shares). On April 10, 2018, at a meeting of the Board held to evaluate the proposed merger and at which the merger agreement was approved, Citi delivered to the Board an oral opinion, confirmed by delivery of a written opinion, dated April 10, 2018, to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi as set forth in its written opinion, the merger consideration to be received by holders of shares of Company common stock (other than the excluded shares) pursuant to the merger agreement was fair, from a financial point of view, to such holders.

The full text of Citi’s written opinion, dated April 10, 2018, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi in rendering its opinion, is attached to this proxy statement as Annex B and is incorporated herein by reference in its entirety. The summary of Citi’s opinion set forth below is qualified in its entirety by reference to the full text of the opinion. We urge you to read the opinion carefully and in its entirety. Citi’s opinion was provided to the Board (in its capacity as such) in connection with its evaluation of the merger and was limited to the fairness, from a financial point, as of the date of the opinion, to the holders of shares of Company common stock (other than the excluded shares) of the merger consideration. Citi’s opinion did not address any other aspects or implications of the merger or the merger agreement. Citi’s opinion did not address the underlying business decision of Analogic to effect the merger, the relative merits of the merger as compared to any alternative business strategies that might exist for Analogic or the effect of any other transaction in which Analogic might engage. Citi’s opinion is not intended to be and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matters relating to the proposed merger or otherwise.

In arriving at its opinion, Citi, among other things:

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In rendering its opinion, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi, and upon the assurances of the management of Analogic that management was not aware of any relevant information that was omitted or that remained undisclosed to Citi. With respect to the financial forecasts and other information and data provided to or otherwise reviewed by or discussed with Citi relating to Analogic, Citi assumed, with the consent and at the direction of the Board, that such forecasts and other information and data were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Analogic as to the future financial performance of Analogic. With respect to the financial forecasts, Citi was advised by the management of Analogic that such forecasts and other information and data reflect the best currently available estimates and judgments of the management of Analogic as to the potential impact of recent changes in U.S. tax laws and regulations, as to which Citi expressed no view or opinion. Citi further noted in its opinion that the financial and operating performance data and the historical share price data it reviewed for the companies with publicly traded equity securities that it deemed to be relevant to its analysis might not, in whole or in part, reflect the potential impact of such recent changes in U.S. tax laws and regulations on such financial and operating performance. In connection with Citi’s engagement and at the direction of Analogic, Citi approached, and held discussions with, selected third parties to solicit indications of interest in the possible acquisition of Analogic.

Citi assumed, with Analogic’s consent, that the merger would be consummated in accordance with the terms of the merger agreement, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary regulatory or third-party approvals, consents and releases for the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Analogic or the merger. Citi did not make and it was not provided with an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Analogic, nor did Citi make any physical inspection of the properties or assets of Analogic. Citi also expressed no view as to, and its opinion did not address, the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation to any officers, directors or employees of any parties to the merger, or any class of such persons, whether relative to the merger consideration or otherwise. Citi’s opinion was necessarily based upon information available to Citi, and financial, economic, market and other conditions and circumstances existing, as of the date of its opinion. Although subsequent developments may affect Citi’s opinion, Citi has no obligation to update, revise or reaffirm its opinion. The issuance of Citi’s opinion was authorized by Citi’s fairness opinion committee.

In preparing its opinion, Citi performed a variety of financial and comparative analyses, including those described below. This summary of these analyses is not a complete description of the analyses underlying, and factors considered in connection with, Citi’s opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. Citi arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole, and did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion. Accordingly, Citi believes that its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on information presented in

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tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion.

In its analyses, Citi considered industry performance, general business, economic, market and financial conditions and other matters existing as of the date of its opinion, many of which are beyond the control of Analogic. No company, business or transaction used in Citi’s analyses as a comparison is identical or directly comparable to Analogic or the merger. An evaluation of these analyses is not entirely mathematical; rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, business segments or transactions reviewed.

The estimates contained in Citi’s analyses and the valuation ranges resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by its analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the results derived from, Citi’s analyses are inherently subject to substantial uncertainty.

Citi was not requested to, and it did not, recommend the specific consideration payable in the merger. The type and amount of consideration payable in the merger was determined through negotiations between Analogic and Parent, and the decision to enter into the merger agreement was solely that of the Board. As described above under “The Merger—Reasons for the Merger; Recommendation of the Board” beginning on page 47, Citi’s opinion was only one of many factors considered by the Board in its evaluation of the merger and the merger agreement and should not be viewed as determinative of the views of the Board or the management of Analogic with respect to merger or the consideration payable in the merger or any other aspect of the transactions contemplated by the merger agreement.

The following is a summary of the material financial analyses presented to the Board in connection with the delivery of Citi’s opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand Citi’s financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Citi’s financial analyses.

Selected Public Companies Analysis

Citi performed a selected public companies analysis, which is an analysis designed to estimate an implied value of a company through an analysis of the public valuation and trading multiples of similar publicly traded companies. Citi reviewed financial and stock market information of Analogic and the selected publicly traded companies described below (which we refer to as the selected companies). No publicly traded company is identical to Analogic, but the companies listed below were selected because, among other reasons, they possessed certain financial, operational or business characteristics that, in Citi’s view, based on its professional judgment and experience, were sufficiently comparable to those of Analogic or otherwise relevant for purposes of comparison.

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Citi reviewed, among other information, (i) firm values of the selected companies, calculated as equity values (based on closing stock prices of the selected companies on April 9, 2018) plus debt, less cash and cash equivalents and other adjustments, as a multiple of estimated EBITDA for calendar year 2018 and (ii) per share equity values of the selected companies (based on closing stock prices of the selected companies on April 9, 2018) as a multiple of earnings per share (which we refer to as EPS) using the estimated EPS for calendar year 2018. The observed multiples of firm value to calendar year 2018 estimated EBITDA for the selected companies ranged from 8.3x to 13.4x (with a median of 10.7x) and the observed multiples of per share equity values to calendar year 2018 estimated EPS for the selected companies ranged from 15.7x to 24.2x (with a median of 17.8x).

Based on its professional judgment and taking into consideration the observed multiples for the selected companies, Citi then derived a selected range of multiples of 8.3x to 10.7x for firm value to calendar year 2018 estimated EBITDA and a selected range of multiples of 15.7x to 17.8x for per share equity value to calendar year 2018 estimated EPS. Citi selected these ranges because it believed that Analogic was more comparable to companies on the lower end of the range of the observed multiples. Citi then, with the consent and at the direction of the Board, applied these selected ranges to the calendar year 2018 estimated EBITDA and the calendar year 2018 estimated EPS of Analogic under Case 2B (as described in “—Financial Forecasts” beginning on page 57) to calculate implied firm value and equity value per share reference ranges for Analogic. Financial data of the selected companies were based on publicly available research analysts’ estimates, public filings and other information. Financial data of Analogic were based on Case 2B and Analogic’s public filings. From this analysis, Citi derived the following implied per share equity value reference range (rounded to the nearest $0.05) for Analogic, as compared to the merger consideration to be received in the merger:

Discounted Cash Flow Analysis

Citi also performed a discounted cash flow analysis of Analogic, which is an analysis designed to estimate an implied value of a company by calculating the present value of the estimated future cash flows of that company over the projection period and the terminal value of that company at the end of the projection period. With the consent and at the direction of the Board, Citi performed this analysis using both Case 2A and Case 2B projections (as described in “—Financial Forecasts” beginning on page 57).

Citi calculated the estimated present value of the cash flows that Analogic was forecasted to generate during the last six months of fiscal year 2018 and during the fiscal years ending July 31 from 2019 through 2022. For purposes of the discounted cash flow analysis, Citi used Analogic’s “adjusted free cash flows,” which were computed by taking cash from operations, and subtracting capital expenditures and share-based compensation, in each case, as prepared by and estimated by management of Analogic. Based on its professional judgment and experience, Citi then calculated the estimated terminal value of Analogic by applying a perpetuity growth rate range of 1.5% to 2.5% to estimated terminal year adjusted free cash flow values of $72 million and $63 million for Case 2A and Case 2B, respectively (calculated from the estimates for fiscal year 2022, but assuming that terminal year depreciation and amortization would be equivalent to capital expenditures). The forecasted amounts for the last six months of fiscal year 2018 and fiscal years ending July 31 from 2019 through 2022 were, with the consent and at the direction of the Board, based on the Case 2A and Case 2B projections provided by management of Analogic (for a more detailed description of the relevant Analogic projections see “—Financial Forecasts” beginning on page 57).

Citi then arrived at implied firm value reference ranges by discounting the adjusted free cash flows and implied estimated terminal values to present value (as of January 31, 2018) using, in the case of the cash flows and terminal values, discount rates ranging from 8.2% to 9.4%, derived from a weighted-average cost of capital

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calculation for Analogic, which Citi performed utilizing the capital asset pricing model with inputs that Citi determined were relevant based on publicly available data and Citi’s professional judgment. Based on this analysis, Citi calculated an implied firm value reference range of (i) approximately $833 million to $1,119 million under Case 2A and (ii) approximately $745 million to $998 million under Case 2B, which implied the following approximate equity value per share reference ranges for Analogic, as compared to the merger consideration to be received in the merger:

Other Information

Citi observed certain additional factors that were not considered part of Citi’s financial analysis with respect to its opinion but were noted for informational purposes for the Board, including the following:

Miscellaneous

Analogic has agreed to pay Citi for its services in connection with the merger a fee of up to $10.7 million, $2.5 million of which became payable upon delivery of Citi’s opinion and up to approximately $8.2 million of which is payable contingent upon consummation of the merger. In addition, Analogic has agreed to reimburse Citi for expenses incurred by Citi in performing its services, and to indemnify Citi and related parties against certain liabilities, including under federal securities laws, arising out of Citi’s engagement.

Citi and its affiliates in the past have provided, currently are providing and in the future may provide, services to Analogic unrelated to the proposed merger, for which services Citi and such affiliates have received and expect to receive compensation, including, during the two-year period prior to the date of Citi’s opinion, having acted as a lender to Analogic under Analogic’s revolving credit facility since August 2017. In the two-year period prior to Citi’s opinion, Citi and its affiliates have received less than an aggregate of $35,000 in compensation from Analogic and certain of its affiliates for such services unrelated to the merger.

Although Citi and its affiliates have not provided during the two-year period prior to the date of Citi’s opinion and currently are not providing investment banking, financial advisory, commercial banking or other similar financial services to Parent, Altaris or Altaris’ controlled affiliates (other than escrow agent services for Altaris portfolio companies for which Citi has received during such period less than an aggregate of $15,000 in compensation) for which services Citi and its affiliates received or expect to receive compensation, Citi and its affiliates may provide such services to Parent, Altaris and Altaris’ controlled affiliates in the future, for which services Citi and its affiliates would expect to receive compensation.

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Citi and its affiliates may actively trade or hold the securities of Analogic for its own account or for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities. In addition, Citi and its affiliates (including Citigroup Inc. and its affiliates) may maintain relationships with Analogic, Parent and their respective affiliates.

Analogic selected Citi as its financial advisor in connection with the merger based on Citi’s reputation, experience and familiarity with Analogic and its business. Citi is an internationally recognized investment banking firm that regularly engages in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes.

Financial Forecasts

We do not, as a matter of course, publicly disclose financial forecasts as to future financial performance, earnings or other results for extended periods due to, among other reasons, the unpredictability of our business and competitive markets in which we operate, the inherent difficulty of accurately predicting future periods and the likelihood that the underlying assumptions and estimates may prove incorrect. While the Company prepares, on an annual basis, financial operating plans for the current fiscal year and immediately following two fiscal years, these operating plans are generally prepared for internal budgeting and business planning purposes and are not disclosed publicly.

However, in connection with the evaluation of a possible transaction, we provided projections to our directors and their advisors in connection with their consideration of the merger, as well as to prospective bidders, including Parent, Party A and Party D, in connection with their due diligence review of the Company. These projections contained certain non-public financial forecasts that were prepared by our management.

A summary of the financial forecasts included in the projections has been included below. This summary is not being included in this document to influence your decision whether to vote for or against the proposal to approve the merger agreement, but is being included because these financial forecasts were made available to our directors and their advisors as well as to prospective bidders. The inclusion of this information should not be regarded as an indication that our directors or their advisors, or any other person, considered, or now considers, such financial forecasts to be material or to be necessarily predictive of actual future results, and these forecasts should not be relied upon as such. Our internal financial forecasts, upon which the summary financial forecasts included below were based, are subjective in many respects. There can be no assurance that these financial forecasts will be realized or that actual results will not be significantly higher or lower than forecasted.

In addition, the financial forecasts were not prepared with a view toward public disclosure or toward complying with generally accepted accounting principles, which we refer to as GAAP, the published guidelines of the SEC regarding projections or the use of non-GAAP financial measures or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither our independent registered public accounting firm, nor any other independent accountants, have audited, compiled, examined or performed any procedures with respect to the financial forecasts contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability.

These financial forecasts were based on numerous variables and assumptions that are inherently uncertain and may be beyond our control. We believe the assumptions used as a basis for this projected financial information were reasonable, and that the bases on which the financial forecasts were prepared reflected the best currently available estimates and judgments of management of the future financial performance of the Company, at the time we prepared these financial forecasts, given the information available at the time. Important factors that may affect actual results and cause these financial forecasts not to be achieved include, but are not limited to, risks and uncertainties relating to our business (including our ability to achieve strategic goals, objectives and targets over the applicable periods), industry performance, general business and economic conditions, the regulatory environment and other factors described in or referenced under “Cautionary Statement Concerning Forward-Looking Information” beginning on page 23 and “The Merger—Reasons for the Merger; Recommendation of the

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Board of Directors” beginning on page 47 and those risks and uncertainties detailed in our public periodic filings with the SEC. In addition, the forecasts also reflect assumptions that are subject to change and do not reflect revised prospects for our business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the financial forecasts were prepared. Accordingly, there can be no assurance that these financial forecasts will be realized or that our future financial results will not materially vary from these financial forecasts.

No one has made or makes any representation to any shareholder regarding the information included in the financial forecasts set forth below. We have made no representation to Parent or Merger Sub in the merger agreement concerning these financial forecasts.

We have not updated and do not intend to update or otherwise revise the financial forecasts to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions on which such forecasts were based are shown to be in error. In light of the foregoing factors and the uncertainties inherent in these projections, shareholders are cautioned not to place undue, if any, reliance on these projections.

In September 2017, in accordance with our customary practice, our management prepared, and the Board approved, our financial operating plan for our fiscal years ending July 31, 2018, 2019 and 2020 (the “Operating Plan”). The Operating Plan assumed revenue for fiscal 2018 would reflect a 6% reduction from fiscal 2017, due primarily to our decision to exit certain non-core ultrasound product lines and to anticipated reductions in computed tomography (“CT”) sales to legacy OEM customers. The Operating Plan also assumed that, over our fiscal years ending July 31, 2019 and July 31, 2020, the Company would achieve compound annual revenue growth of approximately 10% due primarily to annual revenue growth of approximately (i) 31% in the CT sub-segment of our Medical Imaging business, due primarily to incremental sales expected to result from a new channel development initiative; (ii) 6% in our Ultrasound segment, driven primarily by increased sales of our core urology and surgery products; and (iii) 10% in Security and Detection, driven primarily by increased sales of our aviation security products. The Operating Plan also assumed that, over the same period, non-GAAP EBITDA margin would increase by approximately 220 basis points due primarily to higher volumes and greater operating leverage. The Operating Plan was provided to Citi and to the 38 process participants who received our confidential information memorandum, including Parent, Party A and Party D.

In January 2018, our management prepared, and the Committee (after consultation with the Board) approved, a revised operating plan for our fiscal years ending July 31, 2018, 2019 and 2020 (the “Revised Operating Plan”). The Revised Operating Plan reflected expected higher growth in our Ultrasound segment with compound annual revenue growth of approximately 10% over our fiscal years ending July 31, 2019 and July 31, 2020, as compared to 6% in the original Operating Plan. The Revised Operating plan also reflected certain anticipated effects of the tax reform legislation passed in December 2017. The Revised Operating Plan was provided to our directors, Citi, Parent, Party A and Party D.

In their discussions with the Company, several bidders expressed significant concerns about the viability of our proposed channel development initiative in CT. These concerns were discussed among and considered by the Company’s management, Citi, and the Committee. In response to these concerns, the Company’s management prepared revised financial projections for the CT sub-segment of our Medical Imaging segment (the “Revised CT Projections”), from which the channel development initiative had been removed. The Revised CT projections were provided to Citi, Party A and Party D in January 2018, and to Parent in February 2018.

In February 2018, after consultation with the Committee, our management prepared an updated financial forecast for fiscal 2018 (the “Updated Fiscal 2018 Forecast.”). The Updated Forecast reflected increasing confidence in our Ultrasound segment based on results in the first half of our fiscal year and expected revenue growth in our Security and Detection segments. Growth in these segments was partially offset by expected revenue reductions in Medical Imaging, with reductions in CT partially offset by growth in our Motion business. The Updated Fiscal 2018 Forecast was provided to our directors, Citi, Parent, Party A and Party D.

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At the request of the Committee, our management updated the Revised Operating Plan to reflect the Updated Fiscal 2018 Forecast and to add extrapolations for our fiscal years ending July 31, 2021 and 2022 to facilitate certain financial analyses by Citi (“Case 1”).

In its review of Case 1, the Committee noted that the proposed channel development initiative in CT was a new business opportunity for the Company with significant execution risk that was not reflected in Case 1. The Committee also noted that bidders had expressed reservations about the likely success of the initiative due to their own concerns regarding its viability. After consideration of these matters, the Committee approved adjustments to Case 1 reflecting the Revised CT projections (“Case 2A”).

During its consideration of Case 2A, the Committee compared the revenue growth and non-GAAP EBITDA reflected in Case 2A to various benchmarks, including the Company’s past performance, the Company’s ability to achieve the performance levels projected in past operating plans, the performance of representative peer companies, and the history of third-party analysts’ adjustments to the Company’s outlook. The Committee concluded that the financial projections reflected in Case 2A did not adequately reflect the execution risk associated with Case 2A and were unlikely to be achieved. To reflect this conclusion, the Committee requested preparation of a revised version of Case 2A to reflect a 25% reduction in annual revenue growth and a 25% reduction in non-GAAP EBITDA margin expansion (“Case 2B”). The Committee (and, subsequently, the Board) noted that, in view of the factors noted above, the reductions to Case 2A still reflected an optimistic outcome and that Case 2B continued to present execution risk to the Company.

After reviewing Case 2B and discussing it with management, the Board advised Citi that, in its view, Case 2B represented the most likely standalone financial forecast for the Company’s business.

Case 1, Case 2A, and Case 2B were provided to our directors and to Citi.

The estimates of Adjusted EBITDA, CT Adjusted EBITDA, Non-GAAP Net Income, Non-GAAP Diluted EPS and Adjusted Free Cash Flow constitute non-GAAP financial measures within the meaning of applicable rules and regulations of the SEC. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by other companies.

The following is a summary of the financial forecasts for the Company prepared by our management and provided to our directors and their advisors as well as to prospective bidders:

Operating Plan

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Revised Operating Plan

Revised CT Projections

Updated Fiscal 2018 Forecast

Case 1

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Case 2A

Case 2B

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Financing of the Merger

Parent estimates that the total amount of funds required to complete the merger and related transactions, including to pay fees and expenses in connection with the merger, is approximately $1.12 billion. Parent expects to fund this amount through a combination of:

The consummation of the merger is not subject to a financing condition (although the funding of the debt and equity financing is subject to the satisfaction of the conditions set forth in the commitment letters under which the financing will be provided).

Equity Financing

Parent has entered into a letter agreement, dated April 10, 2018, which we refer to as the equity commitment letter, pursuant to which certain investment funds affiliated with Altaris, which we refer to collectively as the funds, have agreed to contribute, directly or indirectly, an aggregate amount equal to $400 million to Parent, which we refer to as the equity financing, in exchange for equity interests of Parent.

The funds’ obligations to fund the equity financing are subject to satisfaction of the following conditions:

The funds’ obligations to fund the equity financing will automatically and immediately terminate upon the earliest to occur of:

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The Company is an express third-party beneficiary of the equity commitment letter and has the right to specific performance to enforce each fund’s obligations under the equity commitment letter, subject to the satisfaction of the conditions described above. Each fund may assign its obligation to fund any portion of the equity commitment to one or more of its affiliated funds, provided that such assignment will not relieve such assigning fund of its obligation to fund the full amount of its equity commitment.

Debt Financing

In connection with the entry into the merger agreement, Parent has obtained a commitment letter from MidCap Financial Trust (“Lender”) (as amended from time to time in accordance with the merger agreement, the “debt commitment letter”) pursuant to which the Lender commits to provide, upon the terms and subject to the conditions set forth in the debt commitment letter, in the aggregate $575 million in debt financing, consisting of (i) a senior secured first lien term loan facility in an aggregate principal amount of $525 million (the “term loan facility”) and (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $50 million (together with the term loan facility, the “Senior Credit Facilities”), of which 50% of such revolving facility will be available to Parent at the closing of the merger . We refer to this financing as the “debt financing.”

The proceeds of the debt financing will be used, together with our cash on hand, (i) to finance, in part, the payment of the amounts payable under the merger agreement, (ii) to repay our indebtedness outstanding as of the closing of the merger and the payment of related fees and expenses, (iii) to provide ongoing working capital and (iv) for other general corporate purposes.

The debt financing contemplated by the debt commitment letter is conditioned on the consummation of the merger in accordance with the merger agreement, as well as other customary conditions, including:

If any portion of the debt financing becomes unavailable on the terms and conditions contemplated by the debt commitment letter, Parent is required to promptly notify us in writing and use its reasonable best efforts to obtain as promptly as practicable alternative financing on terms and conditions not materially less favorable to Parent and Merger Sub, taken as a whole, than the terms and conditions of the debt commitment letter (including the “flex” provisions contained in the fee letter referenced in the debt commitment letter) in an amount sufficient to enable Parent to consummate the merger and the other transactions contemplated by the merger agreement. As of

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the last practicable date before the printing of this proxy statement, the debt commitment letter remains in effect. The documentation governing debt financing contemplated by the debt commitment letter has not been finalized and, accordingly, the actual terms of the debt financing may differ from those described in this proxy statement.

The Lender may invite other banks, financial institutions and institutional lenders to participate in the debt financing contemplated by the debt commitment letter and to undertake a portion of the commitment to provide such debt financing, but such participation or undertaking is not a condition to the funding of the debt financing or the closing of the merger.

Limited Guarantee

On April 10, 2018, the funds delivered a limited guarantee, which we refer to as the limited guarantee, pursuant to which each fund has agreed to, severally but not jointly, guarantee the due, punctual and complete performance and discharge of such fund’s respective percentage of the following, which we refer to as the guaranteed obligations:

The liability of each guarantor is several and not joint and the guaranteed obligations of each guarantor under the limited guarantee are limited to such guarantor’s pro rata percentage (as set forth for each guarantor in the limited guarantee) of the guaranteed obligations.

Subject to certain exceptions, the limited guarantee will terminate upon the earliest of:

The obligations of each of the guarantors will automatically expire on the six-month anniversary of the date the merger agreement is terminated in accordance with its terms, unless a claim for payment under the limited guarantee against any fund is brought prior to such expiration. In that case, the limited guarantee will terminate upon the final resolution of any such claims and the payment in cash of all amounts finally determined to be owing under the limited guarantee.

Closing and Effective Time of the Merger

The closing of the merger will occur as soon as practicable (but in any event no later than the second business day) following the satisfaction or waiver of all of the closing conditions set forth in the merger agreement; provided that, if the interim period (described below) has not ended at such time, then, subject to the continued

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satisfaction or waiver of such closing conditions at such time, the closing shall occur instead on the earliest of (i) any business day during the interim period as may be specified by Parent on no less than three business days’ prior written notice to the Company, (ii) the first business day immediately following the final business day of the interim period or (iii) such other time, date or place as is agreed to in writing by Parent and the Company. The merger will become effective upon the filing of articles of merger with the Massachusetts Secretary of State or at such subsequent time or date as Parent and the Company may agree and specify in the articles of merger. We intend to complete the merger as promptly as practicable, subject to receipt of the Company shareholder approval and satisfaction of the other closing conditions. Although we currently expect to complete the merger promptly following the special meeting, we cannot specify when or assure you that all conditions to the merger will be satisfied or waived.

Payment of Merger Consideration and Surrender of Stock Certificates

Promptly, and in any event within three business days, after the effective time of the merger, a letter of transmittal will be mailed to each record holder of shares of Company common stock (other than the excluded shares) describing how such holder should surrender its shares of Company common stock for the per share merger consideration.

You should not return your stock certificates with the enclosed proxy card, and you should not forward your stock certificates to the paying agent (described in the section entitled “The Merger Agreement—Payment Procedures” beginning on page 82) without a letter of transmittal.

If your shares of Company common stock are certificated, you will not be entitled to receive the per share merger consideration until you deliver a duly completed and executed letter of transmittal to the paying agent and you must also surrender your stock certificate or certificates to the paying agent. If your shares of Company common stock are held in book entry, which we refer to as uncertificated shares, surrender of any uncertificated shares will be effected in accordance with the paying agent’s customary procedures with respect to securities that are uncertificated or represented by book entry and no holder of uncertificated shares will be required to deliver a certificate or an executed letter of transmittal to the paying agent in order to receive the merger consideration to which such holder is otherwise entitled under the merger agreement. If ownership of your shares is not registered in the transfer records of the Company, a check for any cash to be delivered will only be issued if the applicable letter of transmittal is accompanied by all documents reasonably required by the Company to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid.

If you have lost a certificate, or if it has been stolen or destroyed, then before you will be entitled to receive the merger consideration, you will have to make an affidavit of the loss, theft or destruction and, if reasonably required by Parent, post a bond in such reasonable and customary amount as Parent may direct as indemnity against any claim that may be made against Parent with respect to such certificate. These procedures will be described in the letter of transmittal that you will receive, which you should read carefully in its entirety.

Interests of Certain Persons in the Merger

In considering the recommendation of the Board with respect to the merger agreement, you should be aware that the Company’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of our shareholders generally, as more fully described below. The Board was aware of these interests and considered them, among other matters, in reaching the determination that the merger agreement and the merger are in the best interests of the Company and its shareholders and in making their recommendations regarding approval of the merger agreement as described in the section entitled “The Merger—Reasons for the Merger; Recommendation of the Board of Directors” beginning on page 47.

Please see the section of this proxy statement entitled “The Merger—Golden Parachute Compensation” beginning on page 73 for additional information with respect to the compensation that our named executive officers may receive in connection with the merger.

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Interests with Respect to Company Equity

Treatment of Company Stock Awards and Employee Stock Purchase Plan

All Company stock options are already fully vested. Effective as of immediately prior to the effective time of the merger, each then-outstanding and unexercised Company stock option with an exercise price less than the per share merger consideration will automatically be canceled and converted into the right to receive from the surviving corporation an amount of cash equal to the product of (i) the total number of shares of Company common stock then underlying such Company stock option multiplied by (ii) the excess of the merger consideration over the exercise price per share of such Company stock option, on the terms set forth in the merger agreement. In the event that the exercise price of any Company stock option is equal to or greater than the merger consideration, such Company stock option will be canceled, without any consideration being payable in respect thereof, and have no further force or effect.

Effective as of immediately prior to the effective time of the merger, each Company restricted stock unit award that is then outstanding and unvested will vest in full and automatically be canceled and converted into the right to receive an amount of cash equal to the product of the total number of shares of Company common stock then underlying such Company restricted stock unit award multiplied by the merger consideration, on the terms set forth in the merger agreement.

Effective as of immediately prior to the effective time of the merger, each Company performance-based share unit award that is then outstanding and unvested will vest with respect to the number of shares of Company common stock that would have been earned in accordance with the methodology set forth in the applicable award agreement (as in effect on the date of the merger agreement) or previously established by the Compensation Committee of the Board and will automatically be canceled and converted into the right to receive from the Company an amount of cash equal to the product of the total number of shares of Company common stock that vest under such performance-based share unit award multiplied by the merger consideration, on the terms set forth in the merger agreement.

Parent and the Company may agree to treat equity compensation held by Company employees subject to non-U.S. law differently to the extent necessary to take into account applicable non-U.S. law or tax or employment considerations.

If the effective time of the merger occurs on or before the last business day of the offering period currently in effect under the ESPP, and there are purchase options then outstanding with respect to such offering period, then each such outstanding option will be exercised in full on the closing date of the merger (or, if not practicable, on the business day immediately preceding the closing date of the merger) to the extent of payroll deductions credited to the purchase option holder’s account as of the date that is 10 days before the closing date of the merger. Each share of Company common stock received upon exercise of a purchase option granted under the ESPP will be converted into the right to receive the per share merger consideration. If the effective time of the merger occurs after the last business day of the offering period currently in effect under the ESPP, the Board will terminate the ESPP as of the date immediately prior to the closing date and, as promptly as reasonably practicable following such termination, all outstanding payroll deductions pursuant to the ESPP will be refunded to the participating employees under the ESPP. In all events, the ESPP will be terminated as of immediately prior to the effective time of the merger.

Treatment of Director Deferred Stock Units

Effective as of immediately prior to the effective time of the merger, each of our directors will terminate his service as a member of the Board and, in connection therewith, each director who holds deferred stock units will receive an equivalent number of shares of our common stock in accordance with his deferral elections. Each such share of common stock issued in settlement of the director’s deferred stock units will be treated as an outstanding share at the time of the merger and will be converted into the right to receive the merger consideration.

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Security Holdings of Certain Persons

The following table sets forth, as of May 11, 2018, for each person who has served as a director or executive officer of the Company since the beginning of our last fiscal year:

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The estimated aggregate amounts set forth in the third, fifth, seventh, ninth, eleventh and twelfth columns below equal the $84.00 per share merger consideration, multiplied by the total number of shares of Company common stock subject to each applicable category of shares of Company common stock described above, less, in the case of Company stock options, the applicable exercise price per share. The amounts shown do not attempt to forecast any grants, dividends, deferrals or forfeitures following May 11, 2018 and depending upon when the closing date occurs, certain of the equity-based awards in the table may vest in accordance with their existing terms, which vesting is not reflected in the following table. The following table also assumes that the equity-based awards that are not vested as of the closing of the merger will become vested pursuant to the terms of the merger agreement and applicable award agreements and in the case of certain performance-based share unit awards, pursuant to the methodology previously established by the Compensation Committee of the Board.

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The other approximately 50% of the performance-based share units are subject to a Total Shareholder Return (TSR) relative to the Russell 2000 Index at the end of three year performance periods. The award agreements provide that in the case of a change in control of the Company, the units will vest based on actual TSR data determined by reference to the Company’s actual performance relative to the pre-established benchmark on the last day of trading prior to the closing date of the change in control. The amounts in the chart are estimated assuming a closing price of $84.00 per share and peer group performance as of May 11, 2018. Based on this data, the TSR-based units granted for FY2016-2018 will vest at 76.39% of target, the TSR-based units granted for FY2017-2019 will vest at 47.20% of target, and the TSR-based units granted for FY2018-2020 will vest at 136.63% of target.

In accordance with his award agreement (in connection with and assuming a closing prior to July 31, 2018), the performance-based share units held by Dr. Parks vest at 100% only if non-GAAP net income for the fiscal quarter ended April 30, 2018 is at or above $15 million. Based on the Company’s current estimates, this award will vest at 100%.

Severance Arrangements; Compensatory Arrangements Relating to the Merger

Pursuant to (i) employment or severance agreements into which the Company has entered with each of its executive officers, (ii) the restricted stock unit award agreements into which the Company has entered with each of its executive officers under the Company’s amended and restated 2009 stock incentive plan, which we refer to as the 2009 plan, and (iii) the performance-based share unit award agreements into which the Company has entered with each of its executive officers under the 2009 plan, certain of the Company’s executive officers are entitled to specified benefits in the event of the termination of their employment under specified circumstances, including a termination following a change in control of the Company.

Dr. Parks

Pursuant to his employment agreement with the Company dated October 27, 2016, if Dr. Parks’ employment is terminated by the Company without cause and not for death or disability, or if Dr. Parks resigns for good reason, within 24 months following a change in control event (as each of those terms is defined in his employment agreement) and prior to October 31, 2018, and subject to his execution of a separation and release of claims agreement and adherence to certain restrictive covenants, we will (a) continue to pay to Dr. Parks the base salary payments he would have received had he remained continuously employed by the Company through October 31, 2018, such payment to be made in approximately equal installments in accordance with the Company’s payroll practices; (b) pay to Dr. Parks a lump sum payment equal to one times his annual base salary; (c) provide for payment of the employer portion of the premiums for continued coverage of Dr. Parks (and his eligible dependents, if applicable) under the Company’s group medical and dental plans following the date of termination through October 31, 2018 (unless, prior to such date, he becomes eligible for coverage under another employer’s group medical plan); (d) pay to Dr. Parks a sum equal to his actual incentive award, if any, as calculated according to the Company’s annual incentive program for the fiscal year in which his termination occurs, payable at such time, in such amount (if any), and in the manner provided under the annual incentive program;

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and (e) provide that the service-based vesting of the restricted stock unit award made to Dr. Parks upon his hire will be deemed satisfied. If any payments or benefits payable to Dr. Parks in connection with a change in control would otherwise be subject to excise tax under the “parachute payment” provisions of the Internal Revenue Code, Dr. Parks will either receive the full amount of the payments and benefits payable to him or the Company will reduce his payments to the minimum extent necessary to ensure that no portion of such payments is subject to the excise tax, whichever he is better off receiving on an after-tax basis. Under the terms of the restrictive covenant agreement contained in Dr. Parks’ employment agreement, Dr. Parks will be subject to one-year post-termination non-compete and non-solicitation restrictions.

Mr. Bourque, Mr. West, Mrs. Faltas

Pursuant to their severance agreements with the Company dated December 7, 2017, if the employment of any of Mr. Bourque, Mr. West or Mrs. Faltas is terminated without cause and not for death or disability, or if the executive resigns his or her employment for good reason, in each case within 24 months following a change in control event (as each of those terms is defined in the applicable severance agreement), and subject to the executive’s execution of a general release of claims agreement and adherence to certain restrictive covenants, we will (a) continue to pay to the executive his or her annualized base salary over a period of 12 months following such termination in accordance with the Company’s payroll practices; (b) subject to the executive’s timely election of continued coverage under COBRA, provide for payment of the employer portion of the premiums for continued coverage of the executive (and his or her eligible dependents, if applicable) under the Company’s group medical, dental and vision plans for such 12-month period; (c) pay to the executive a sum equal to his or her actual incentive award, if any, as calculated according to the annual incentive program in the fiscal year in which such termination occurs, payable at such time, in such amount (if any), and in the manner provided under the annual incentive program; (d) at the election of the executive, provide outplacement services through a Company-approved plan and provider for the 12-month period following such termination with a cost of no more than $10,000 or pay to the executive a lump sum payment amount of $10,000 and (e) pay to the executive a lump sum amount equal to 60% of his or her most recent annualized base salary. If any payments or benefits payable to the executive in connection with a change in control would otherwise be subject to excise tax under the “parachute payment” provisions of the Internal Revenue Code, the executive will either receive the full amount of the payments and benefits payable to him or her or the Company will reduce his or her payments to the minimum extent necessary to ensure that no portion of such payments is subject to the excise tax, whichever the executive is better off receiving on an after-tax basis. Under the terms of the restrictive covenant agreement contained in each executive’s employment agreement, each executive will be subject to one-year post-termination non-compete and non-solicitation restrictions.

Mr. Fry

Pursuant to his employment agreement dated as of October 29, 2007 and amended as of December 24, 2008, if Mr. Fry’s employment is terminated by the Company without cause, or if he terminates his employment for good reason, within 24 months following a change in control (as each of those terms is defined in his employment agreement), and subject to his execution and nonrevocation of a general waiver and release of claims and Mr. Fry’s adherence to certain restrictive covenants, Mr. Fry is entitled to receive (a) a lump sum payment equal to one times his annualized base salary plus the greater of his target bonus for the year of termination or the average bonus paid to him over the prior three full fiscal years; (b) a lump sum payment of a pro-rata bonus, equal to the greater of Mr. Fry’s target bonus or his projected actual bonus, to the extent determinable, based on the number of whole months worked in the fiscal year of termination; (c) health and welfare benefit continuation for 12 months; and (d) acceleration of his unvested equity awards. In addition, if excise taxes are imposed on Mr. Fry under the “parachute payment” provisions of the Internal Revenue Code, he will be eligible for a tax gross up only if the payments and benefits exceed the amount Mr. Fry could receive without any portion of such payments and benefits being subject to the excise tax (such amount, his “safe harbor amount”) by the greater of $50,000 or 10% of his safe harbor amount; otherwise, his benefits will be reduced only if this results in a better after-tax position for Mr. Fry. Under the terms of the restrictive covenant agreement contained in Mr. Fry’s

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employment agreement, Mr. Fry will be subject to one-year post-termination non-solicitation restrictions as well as restrictions on non-disparagement, non-disclosure and confidentiality.

Former Officers

Each of Messrs. Green, Frost and Ryan had an employment or severance agreement with us prior to the termination of his employment with the Company on October 31, 2016, September 11, 2017 and February 7, 2018, respectively. They are not entitled to severance payments from the Company in connection with the merger.

Equity-Based Awards

Generally, the Company’s forms of equity award agreements for employees, including the Company’s executive officers, provide for vesting acceleration on a “double trigger” basis, and a change in control does not by itself trigger acceleration of vesting. However, as described below, in the event that the Company’s outstanding equity awards are not assumed or replaced with substantially equivalent awards by an acquirer that is a publicly traded company upon the consummation of a change in control event (which we refer to as Replacement Awards), the award agreements provide that each award shall vest, in whole or in part, immediately prior to the consummation of the change in control event. Because Parent is not a publicly traded company, it cannot issue Replacement Awards, and as a result, the outstanding awards will vest as described below.

Acceleration of performance-based share unit awards upon a change in control event. If a change in control event occurs prior to the end of the applicable performance period, the award agreements provide that if Replacement Awards are not issued, then (i) in the case of awards subject to the achievement of a Total Shareholder Return (TSR) metric, performance and vesting will be determined with respect to actual TSR relative to that of the Russell 2000 Index, as determined at the time of the change in control event, (ii) in the case of awards subject to the achievement of a non-GAAP Earning Per Share (EPS) metric, performance and vesting will be determined based on criteria previously set by the Compensation Committee and (iii) in the case of an award made to Dr. Parks, which is subject to achievement of a non-GAAP Net-Income metric, performance and vesting will be determined as of the fiscal quarter immediately preceding the quarter in which the change in control occurs.

Acceleration of restricted stock unit awards upon a change in control event. Upon a change in control event, the award agreements provide that if Replacement Awards are not issued, unvested restricted stock units vest in full as of the change in control event.

Stock Options. All outstanding Company stock options are already fully vested.

Because Parent is not a publicly traded company and is therefore unable to issue Replacement Awards, in accordance with the applicable equity award agreements and pursuant to the merger agreement, outstanding unvested restricted stock unit awards and performance-based share unit awards will vest in accordance with the terms of the award agreements immediately prior to the effective time of the merger and any payments of merger consideration with respect thereto will be paid as promptly as practicable (and in any event within five business days) after the closing of the merger.

Please see the section of this proxy statement entitled “The Merger—Golden Parachute Compensation” beginning on page 73 for an estimate of the value of the amounts that would be payable to each of our named executive officers pursuant to the arrangements listed above, assuming that the closing of the merger occurred on June 30, 2018 and that each named executive officer’s employment (other than the employment of Messrs. Green, Frost and Ryan) terminated on or after the closing date in a manner that would entitle such named executive officer to the severance benefits described above.

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Employee Benefits

For a period of one year following the effective time of the merger or such shorter period that an individual employed by the Company or any of its subsidiaries, which we refer to as a Company employee, remains employed by the Company or any of its subsidiaries or Parent or any of its affiliates, Parent must provide, or shall cause to be provided, to each such Company employee (i) cash compensation (including salary, wages, commissions and annual bonus) no less favorable in the aggregate than the cash compensation provided to such employee immediately before the effective time of the merger and (ii) other employee benefits that are substantially comparable, in the aggregate, to the other benefits provided to such employee immediately before the effective time of the merger, excluding equity incentive awards. Each Company employee’s prior service with the Company and its subsidiaries will be credited for all purposes (including vesting, eligibility and level of benefits) under the plans in which the Company employee participates after the closing date, except where such credit would result in duplication of benefits or would result in benefit accruals under any defined benefit pension plan.

If any Company employee (who is not otherwise a party to an agreement providing for severance benefits) whose employment is terminated on or prior to the first anniversary of the effective time of the merger under circumstances under which such Company employee would have received severance benefits under the Company severance practices, Parent will cause the surviving corporation to provide that such Company employee will be entitled to severance benefits from the surviving corporation that are at least equal to the severance benefits that would have been paid under such circumstances under the Company severance practices as in existence on the date of the merger agreement.

For a more detailed description of these provisions of the merger agreement, please see the section of this proxy statement entitled “The Merger Agreement—Additional Agreements of the Parties to the Merger Agreement—Employee Benefits Matters” on page 98.

Indemnification of Directors and Officers

From and after the effective time of the merger, Parent and the surviving corporation shall, jointly and severally, indemnify and hold harmless each person who is now, or has been at any time prior to the date of the merger agreement, or who becomes prior to the effective time of the merger a director, manager or officer of the Company or any of its subsidiaries, who we refer to as an indemnified party, against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the indemnified party is or was an officer, director, manager, employee or agent of the Company or any of its subsidiaries or, while a director, manager or officer of the Company or any of its subsidiaries, is or was serving at the request of the Company or one of its subsidiaries as an officer, director, manager, employee or agent of another person, in respect of acts or omissions occurring or alleged to have occurred at or prior to the effective time of the merger, whether asserted or claimed prior to, at or after the effective time of the merger, in each case to the fullest extent that the Company would have been permitted to do so under applicable law. Each indemnified party will be entitled to advancement of expenses (including attorneys’ fees) incurred in the defense of any such claim, action, suit, proceeding or investigation from each of Parent and the surviving corporation (without duplication) within ten business days of receipt by Parent or the surviving corporation from the indemnified party of a request for indemnification; provided that any indemnified party to whom expenses are to be advanced provides prior to any receipt of such advances an undertaking, to the extent required by the MBCA or other applicable law, to repay such advances if it is determined by a final determination of a court of competent jurisdiction (which determination is not subject to appeal) that such indemnified party is not entitled to indemnification under applicable law.

For six years following the effective time of the merger, Parent and the surviving corporation have agreed to maintain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation

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of present and former directors and officers of the Company and its subsidiaries in respect of acts or omissions occurring or alleged to have occurred at or prior to the effective time of the merger as contained in the articles of organization and by-laws of the Company in effect on the date of the merger agreement.

Parent has also agreed to either:

Notwithstanding the foregoing, the Company may, prior to the effective time of the merger, elect to purchase its own “tail” policy as long as such “tail” policy does not cost more than the Maximum Premium.

For a more detailed description of these provisions of the merger agreement, please see the section of this proxy statement entitled “The Merger Agreement—Additional Agreements of the Parties to the Merger Agreement—Indemnification” on page 97.

Intent to Vote in Favor of the Merger

As of the record date, the directors and executive officers of the Company beneficially owned and were entitled to vote, in the aggregate, 51,261 shares of Company common stock, representing 0.4% of the outstanding shares of Company common stock on the record date. Each of the directors and executive officers has informed the Company that they currently intend to vote all of their shares of Company common stock “FOR” the proposal to approve the merger agreement, “FOR” approval of the nonbinding advisory proposal regarding “golden parachute” compensation and “FOR” the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement.

Golden Parachute Compensation

The following table sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for our named executive officers that is based on or otherwise relates to the merger, assuming that the merger is consummated on June 30, 2018, and that each named executive officer’s employment (other than the employment of Messrs. Green, Frost and Ryan, whose employment has already terminated) is terminated on July 31, 2018.

The table below describes the estimated potential payments to each of our named executive officers under the terms of their respective employment or severance agreements as they may have been amended from time to time, together with the value of the unvested Company restricted stock unit awards and Company performance-based share unit awards that would be accelerated in accordance with the terms of the merger agreement. The amounts shown in the table do not include the value of payments or benefits that would have been earned on or prior to the effective date of the merger or the value of payments or benefits that are not based on or otherwise related to the merger.

For purposes of calculating the potential payments set forth in the table below, we have assumed that (a) the merger shall become effective on June 30, 2018; (b) except with respect to Messrs. Green, Frost and Ryan,

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whose employment with the Company has already terminated, the effective date of termination of employment of each of the named executive officers is July 31, 2018; (c) Dr. Parks’ service as a director terminates as of immediately prior to the effective time of the merger; and (d) the stock price is $84.00 per share, which is the per share merger consideration. The amounts shown in the table do not include the amount of withholding taxes, if any, that may be required to be withheld in connection with such payments. The amounts shown in the table are estimates only, are based on assumptions and information available to date, and do not reflect any cutback that may be applied to the payments and benefits otherwise payable to the named executive officer to put him or her in a better after-tax position in the event of the imposition of any excise taxes under Sections 280G and 4999 of the Internal Revenue Code, as contemplated by his or her employment or severance agreement with the Company. The actual amounts that may be paid upon an individual’s termination of employment can only be determined at the actual time of such termination.

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Amounts payable to each of the named executive officers will be paid as promptly as practicable (and in any event by five days) after the closing of the merger.

These payments in respect of equity awards held by the named executive officers are “single trigger” insofar as the equity awards are accelerated and converted into the right to receive merger consideration because outstanding unvested equity awards cannot be assumed or replaced with substantially equivalent awards by Parent.

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The number of shares underlying Company restricted stock unit awards and Company performance-based share unit awards held by each named executive officer to be treated as described in this column are as follows:

Based on this methodology, assuming the closing occurs before July 31, 2018, the performance-based share units based on non-GAAP EPS would vest as follows:

Based on the Russell 2000 Index performance as of May 11, 2018 and an $84.00 Company share price, the performance-based share units based on TSR would vest as follows:

The performance-based share units held by Dr. Parks that are subject to a non-GAAP net income metric vest at 100%, if at all, only if non-GAAP net income for the previous fiscal quarter is met at $15 million. Based on the Company’s current estimates, this award will vest at 100%.

Accounting Treatment

The merger will be accounted for as a “purchase transaction” for financial accounting purposes.

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U.S. Federal Income Tax Consequences of the Merger

The following is a summary of the U.S. federal income tax consequences of the merger to “U.S. holders” and certain “non-U.S. holders” (both terms defined below) whose shares of our common stock are converted into the right to receive cash pursuant to the merger. This summary is for information purposes only and is not tax advice. It does not purport to consider all aspects of U.S. federal income taxation that might be relevant for holders of our common stock. This summary is based on the Internal Revenue Code, which we refer to as the Code, the applicable U.S. Treasury regulations promulgated under the Code, published rulings by the Internal Revenue Service, which we refer to as the IRS, and judicial authorities and administrative decisions, all as in effect as of the date of this proxy statement and all of which are subject to change or differing interpretations, possibly with retroactive effect. This summary does not address the consequences of any proposed changes in applicable laws. Any change or differing interpretation could alter the tax consequences to the holders described herein. This summary is not binding on the IRS or a court, and there can be no assurance that the tax consequences described in this summary will not be challenged by the IRS or that they would be sustained by a court if so challenged. No ruling has been or will be sought from the IRS, and no opinion of counsel has been or will be rendered, as to the U.S. federal income tax consequences of the merger.

For purposes of this summary, the term “U.S. holder” means a beneficial owner of shares of our common stock that is, for U.S. federal income tax purposes:

As used herein, a “non-U.S. holder” means a beneficial owner of shares of our common stock that is neither a U.S. holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. A partner of a partnership holding our common stock should consult the partner’s tax advisor regarding the U.S. federal income tax consequences of the merger to such partner.

This summary applies only to holders who hold shares of our common stock as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment), and does not address or consider all of the U.S. federal income tax consequences that may be applicable to holders of our common stock in light of their particular circumstances. For instance, this summary does not address the alternative minimum tax or the tax consequences to shareholders who validly exercise dissenters’ rights under the MBCA. In addition, this summary does not address the U.S. federal income tax consequences of the merger to holders who are subject to special treatment under U.S. federal income tax rules, including, for example, banks and other financial institutions; insurance companies; securities dealers or broker-dealers; mutual funds; traders in securities who elect to use the mark-to-market method of accounting; tax-exempt investors; S corporations; holders classified as partnerships or other flow-through entities under the Code; U.S. expatriates; holders who hold their shares of our common stock as part of a hedge, straddle, conversion transaction, or other integrated investment or constructive sale transaction; holders whose functional currency is not the U.S. dollar; holders who acquired their shares of our common stock through the exercise of Company stock options or otherwise as compensation; and, except to the extent described below, holders who actually or constructively own 5% or more of the outstanding shares of our common stock. In addition, this summary does not address the impact of the Medicare contribution tax, any aspects of foreign, state, local, estate, gift, or other tax laws (or any U.S. federal tax laws other than those pertaining to income tax) that may be applicable to a particular holder in connection with the merger.

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Further, this summary does not address any tax consequences of the merger to holders of stock options, restricted stock unit awards or performance-based share unit awards whose awards are canceled in exchange for cash pursuant to the merger. Such holders of stock options, restricted stock unit awards or performance-based share unit awards should consult their tax advisors regarding the tax consequences of the merger to them.

U.S. Holders

A U.S. holder’s receipt of the per share merger consideration in exchange for shares of our common stock will generally be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder whose shares of common stock are converted into the right to receive cash pursuant to the merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received (determined before deduction of any applicable withholding taxes) with respect to such shares and the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis will generally equal the price the U.S. holder paid for such shares. The amount of gain or loss must be determined separately for each block of shares (i.e., shares acquired at the same cost in a single transaction) surrendered by the U.S. holder in the merger. Such gain or loss will generally be long-term capital gain or loss if the U.S. holder’s holding period for such shares is more than 12 months at the effective time of the merger. Long-term capital gains recognized by individual and certain other non-corporate U.S. holders are generally taxed at preferential U.S. federal income tax rates. A U.S. holder’s ability to deduct capital losses may be limited.

Non-U.S. Holders

Cash received in the merger by a non-U.S. holder generally will not be subject to U.S. withholding tax (other than potentially to backup withholding tax, as discussed below) and will not be subject to U.S. federal income tax unless:

Non-U.S. holders should consult their own tax advisors regarding the tax consequences to them of the merger.

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Backup Withholding and Information Reporting

A U.S. holder may be subject to backup withholding on all payments to which such U.S. holder is entitled in connection with the merger, unless the U.S. holder provides its correct taxpayer identification number and complies with applicable certification procedures or otherwise establishes an exemption from backup withholding. In addition, if the paying agent is not provided with a U.S. holder’s correct taxpayer identification number or other adequate basis for exemption, the U.S. holder may be subject to certain penalties imposed by the IRS. Each U.S. holder should complete and sign the IRS Form W-9 included as part of the letter of transmittal and timely return it to the paying agent in order to avoid backup withholding, unless an exemption applies and is established in a manner satisfactory to the paying agent.

Certain non-U.S. holders may also be subject to backup withholding unless they establish an exemption from backup withholding in a manner satisfactory to the paying agent (such as by completing and signing an appropriate IRS Form W-8) and otherwise comply with the backup withholding rules. Non-U.S. holders should consult their own tax advisors regarding these matters.

Backup withholding is not an additional tax. Rather, any amounts withheld under the backup withholding rules will generally be allowable as a refund or credit against a holder’s U.S. federal income tax liability, provided that certain required information is timely furnished to the IRS.

Payments made pursuant to the merger will also be subject to information reporting unless an exemption applies.

This summary is provided for general information only and is not tax advice. The U.S. federal income tax consequences described above are not intended to constitute a complete description of all tax consequences relating to the merger. Because individual circumstances may differ, each shareholder should consult the shareholder’s tax advisor regarding the applicability of the rules discussed above to the shareholder and the particular tax effects to the shareholder of the merger in light of such shareholder’s particular circumstances and the application of state, local, foreign, estate, gift and other tax laws (or any U.S. federal tax laws other than those pertaining to income tax).

Regulatory Approvals

The merger is subject to the reporting and waiting period requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 was granted by the U.S. Federal Trade Commission on April 27, 2018. Under the terms of the merger agreement, the merger cannot be consummated if any governmental entity of competent jurisdiction has enacted, issued, promulgated, enforced or entered any order, executive order, temporary restraining order, stay, decree, judgment or injunction (preliminary or permanent) or statute, rule or regulation which has the effect of making the merger illegal or otherwise prohibiting consummation of the merger.

Litigation Relating to the Merger

Subsequent to the announcement of the Company’s entry into the merger agreement, the Board received a letter from a law firm representing an alleged shareholder demanding that the Board disclose in this proxy statement all factors apart from the deal price influencing the Board in selling the Company and all other material information. The letter also demanded that Board take steps to negotiate for increased merger consideration from Altaris. Should the Board fail to take these steps, the letter further demanded that the Board bring suit against each director for any breaches of fiduciary duty in connection with the negotiation of or entry into the merger agreement.

On May 14, 2018, a putative shareholder class action complaint was filed in the United States District Court for the District of Massachusetts against the Company and each member of the Board, captioned Steve Barta v. Analogic Corporation et al., C.A. No. 1:18-cv-10965. The complaint alleges, among other things, that the

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Company and each member of the Board violated federal securities laws and regulations by soliciting shareholder votes in connection with the merger through a proxy statement that misrepresents and/or omits material facts. The complaint seeks injunctive relief, including enjoining defendants from proceeding with the merger and directing the defendants to disseminate a proxy statement that does not contain any untrue statements of material fact and that states all material facts required in it or necessary to make the statements contained therein not misleading. The plaintiff also seeks an award of damages and attorneys’ fees. The Company believes that the plaintiff’s allegations are without merit and intends to defend against them vigorously.

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THE MERGER AGREEMENT (PROPOSAL ONE)

The following is a summary of the material terms and conditions of the merger agreement. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read the merger agreement carefully and in its entirety because it is the legal document that governs the merger.

Explanatory Note Regarding the Merger Agreement

The merger agreement is included to provide you with information regarding its terms. Factual disclosures about the Company contained in this proxy statement or in the Company’s public reports filed with the SEC may supplement, update or modify the factual disclosures about the Company contained in the merger agreement. The representations, warranties and covenants made in the merger agreement by the Company, Parent and Merger Sub were qualified and subject to important limitations agreed to by the Company, Parent and Merger Sub in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the merger agreement may have the right not to consummate the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement, rather than establishing as facts the matters described therein. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to shareholders and reports and documents filed with the SEC and in some cases were qualified by the matters contained in a disclosure schedule that the Company delivered to Parent in connection with the merger agreement, which we refer to as the Company Disclosure Schedule and which disclosures are not reflected in the merger agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the merger agreement, and such subsequent developments or new information may not be included in this proxy statement.

The Merger

Upon the terms and subject to the conditions of the merger agreement, Merger Sub, a wholly-owned subsidiary of Parent, will merge with and into the Company, with the Company continuing as the surviving corporation of the merger. As a result of the merger, the separate corporate existence of Merger Sub will cease, and the Company will become a wholly-owned subsidiary of Parent. We sometimes refer to the Company after the consummation of the merger as the surviving corporation. The articles of organization of the Company will be amended and restated in their entirety by virtue of the merger, to read as set forth on an exhibit to the merger agreement. The by-laws of the Company will also be amended and restated in their entirety so that, immediately following the effective time of the merger, they are identical to the by-laws of Merger Sub as in effect immediately prior to the effective time of the merger, except that all references to the name of Merger Sub will be changed to refer to the Company. The directors of Merger Sub immediately prior to the effective time of the merger will be the initial directors of the surviving corporation. The officers of the Company immediately prior to the effective time of the merger will be the initial officers of the surviving corporation.

Closing and Effective Time of the Merger

The closing of the merger will occur as soon as practicable (but in any event no later than the second business day) following the satisfaction or waiver of all of the closing conditions set forth in the merger agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the fulfillment or waiver of such conditions); provided that, if the interim period (described below) has not ended at such time, then,

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subject to the continued satisfaction or waiver of such closing conditions at such time, the closing shall occur instead on the earliest of (i) any business day during the interim period as may be specified by Parent on no less than three business days’ prior written notice to the Company, (ii) the first business day immediately following the final business day of the interim period or (iii) such other time, date or place as is agreed to in writing by Parent and the Company. The merger will become effective upon the filing of articles of merger with the Massachusetts Secretary of State or at such subsequent time or date as Parent and the Company may agree and specify in the articles of merger. We intend to complete the merger as promptly as practicable, subject to receipt of the Company shareholder approval and satisfaction of the other closing conditions. Although we currently expect to complete the merger promptly following the special meeting, we cannot specify when or assure you that all conditions to the merger will be satisfied or waived.

Interim Period

The interim period refers to the period commencing on the date of the execution of the merger agreement and ending on the earlier of (i) June 9, 2018 and (ii) the date that the debt financing (described below) is consummated.

Merger Consideration

At the effective time of the merger, each issued and outstanding share of Company common stock, including shares issued in respect of deferred stock units held by certain of our directors immediately prior to the closing of the merger, other than excluded shares, will be canceled and automatically converted into the right to receive $84.00 in cash, without interest and subject to deduction for any required withholding tax, which we refer to as the merger consideration or the per share merger consideration.

The merger consideration will be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company common stock), reorganization, recapitalization or other like change with respect to Company common stock occurring (or for which a record date is established) after the date of the merger agreement and prior to the effective time of the merger.

Any shares of Company common stock owned by any subsidiary of the Company, Parent, Merger Sub or any other subsidiary of Parent will be canceled and no consideration will be delivered for such shares. Any dissenting shares will be entitled only to the payment provided to a holder of dissenting shares by Section 13.02 of the MBCA. We sometimes refer to the shares described in this paragraph, collectively, as the excluded shares. The rights of holders of dissenting shares are discussed more fully under the section of this proxy statement entitled “Appraisal Rights” beginning on page 116.

Payment Procedures

Prior to the effective time of the merger, Parent will engage a paying agent for the merger, expected to be Computershare Trust Company, N.A., which we refer to as the paying agent, and will deposit with the paying agent, for the benefit of the holders of shares of Company common stock outstanding immediately prior to the effective time of the merger, cash that, together with the cash described in the following sentence, is in an amount sufficient to pay the aggregate merger consideration pursuant to the merger agreement, which we refer to as the payment fund. Parent may elect to use the available unrestricted cash of the Company and its subsidiaries to fund a portion of the payment fund. The payment fund may not be used for any purpose other than to fund payments to shareholders pursuant to the merger agreement. The payment fund will be invested by the paying agent as directed by Parent, except that these investments must be in obligations of or guaranteed by the United States, in commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $10 billion (based on the most recent financial

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statements of such bank which are then publicly available). No gain or loss on the payment fund will affect the amounts payable under the merger agreement and Parent must take all actions necessary to ensure that, from and after the effective time of the merger, the payment fund includes at all times cash sufficient to satisfy Parent’s obligation to pay the aggregate merger consideration under the merger agreement. Any interest and other income resulting from these investments (net of any losses) will be paid to Parent upon termination of the payment fund in accordance with the merger agreement. In the event the payment fund is diminished below the level required for the paying agent to make prompt cash payments as required under the merger agreement, Parent must, or must cause the surviving corporation to, immediately deposit additional cash into the payment fund equal to the deficiency in the amount required to make such payments.

Within three business days after the effective time of the merger, Parent will cause the paying agent to mail to each holder of record of a certificate representing shares of Company common stock, which we refer to as a certificate, a letter of transmittal in customary form and instructions for use in effecting the surrender of the certificates in exchange for the merger consideration payable with respect thereto. Upon surrender of a certificate to the paying agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such certificate will be promptly paid in exchange therefor a cash amount in immediately available funds equal to the number of shares of Company common stock formerly represented by such certificate multiplied by the merger consideration, and the certificate so surrendered shall forthwith be canceled.

Any holder of uncertificated shares that immediately prior to the effective time of the merger represented shares of Company common stock, which we refer to as uncertificated shares, will not be required to deliver a certificate or an executed letter of transmittal to the paying agent to receive the merger consideration that such holder is entitled to receive pursuant to the merger agreement. In lieu thereof, each holder of record of one or more uncertificated shares will, upon receipt by the paying agent of an “agent’s message” in customary form with respect to any uncertificated share (or such other evidence, if any, of transfer as the paying agent may reasonably request), be promptly paid the merger consideration in respect of such uncertificated share, and such uncertificated share shall forthwith be canceled.

No interest will be paid or accrued on the cash payable upon the surrender of certificates or uncertificated shares. If payment of the merger consideration is to be made to a person other than the person in whose name the surrendered certificate is registered, it shall be a condition precedent of payment that (i) the certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (ii) the person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the merger consideration to a person other than the registered holder of the certificate surrendered or shall have established to the satisfaction of Parent that such tax either has been paid or is not required to be paid. Payment of the merger consideration with respect to uncertificated shares shall only be made to the person in whose name such uncertificated shares are registered. Until surrendered as contemplated by the merger agreement, each certificate and all uncertificated shares (other than certificates or uncertificated shares representing dissenting shares) will be deemed at any time after the effective time of the merger to represent only the right to receive upon such surrender the merger consideration as contemplated by the merger agreement, without any interest thereon.

All merger consideration paid upon the surrender of certificates and cancellation of uncertificated shares in accordance with the terms of the merger agreement will be deemed to have been paid in satisfaction of all rights pertaining to the shares of Company common stock formerly represented by such certificates and uncertificated shares, and from and after the effective time of the merger there will be no further registration of transfers on the stock transfer books of the surviving corporation of the shares of Company common stock which were outstanding immediately prior to the effective time of the merger. If, after the effective time of the merger, certificates or uncertificated shares are presented to the surviving corporation or the paying agent for any reason, they will be canceled and exchanged as provided in the merger agreement.

Any portion of the payment fund that remains undistributed to the holders of certificates and uncertificated shares for one year after the effective time of the merger (including all interest and other income received by the paying

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agent in respect of all funds made available to it) will be delivered to Parent, upon demand, and any holder of a certificate or uncertificated shares who has not previously complied with the merger agreement will be entitled to receive only from Parent or the surviving corporation (subject to abandoned property, escheat and other similar laws) payment of its claim for merger consideration, without interest.

To the extent permitted by applicable law, none of Parent, Merger Sub, the Company, the surviving corporation or the paying agent will be liable to any holder of shares of Company common stock for any amount required to be delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

If any certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, and, if reasonably required by Parent with respect to merger consideration in excess of $35,000, the posting by such person of a bond in such reasonable and customary amount as Parent may direct as indemnity against any claim that may be made against it with respect to such certificate, the paying agent will pay, in exchange for such lost, stolen or destroyed certificate, the merger consideration to be paid in respect of the shares of Company common stock formerly represented thereby pursuant to the merger agreement.

You should not send your certificates (if any) to the paying agent until you have received transmittal materials from the paying agent. Do not return your certificates (if any) with the enclosed proxy.

Appraisal Rights

If the merger is completed, shares of Company common stock issued and outstanding immediately prior to the effective time of the merger that are held by a shareholder who is entitled to, and has perfected, appraisal rights for such shares of Company common stock in accordance with the MBCA (if such provisions of the MBCA are determined to be applicable), which we refer to as the dissenting shares, will not be converted into or represent the right to receive merger consideration in accordance with the merger agreement. Holders of dissenting shares will be entitled only to such rights as are granted by the MBCA to a holder of dissenting shares. The rights of holders of dissenting shares are discussed more fully under the section of this proxy statement entitled “Appraisal Rights” beginning on page 116.

If any dissenting shares lose their status as such (through failure to perfect, withdrawal or otherwise), or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Part 13 of the MBCA, then, as of the later of the effective time of the merger or the date of loss of such status, such shares will be deemed to have been converted as of the effective time of the merger into the right to receive the merger consideration in accordance with the merger agreement, without interest, and will not thereafter be deemed to be dissenting shares.

The Company must give Parent: (i) prompt notice of any written demand for appraisal received by the Company prior to the effective time of the merger pursuant to Part 13 of the MBCA, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the effective time of the merger pursuant to Part 13 of the MBCA that relates to such demand; and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demand, notice or instrument. The Company may not settle or pay or make any payment or settlement offer prior to the effective time of the merger with respect to any such demand, notice or instrument or agree to do any of the foregoing unless Parent has given its written consent to such settlement, payment or settlement or payment offer.

Treatment of Company Stock Awards and Employee Stock Purchase Plan

All outstanding Company stock options are already fully vested. Effective as of immediately prior to the effective time of the merger, each then-outstanding and unexercised Company stock option with an exercise price less than the per share merger consideration will automatically be canceled and converted into the right to receive

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from the surviving corporation an amount of cash equal to the product of (i) the total number of shares of Company common stock then underlying such Company stock option multiplied by (ii) the excess of the merger consideration over the exercise price per share of such Company stock option, on the terms set forth in the merger agreement. In the event that the exercise price of any Company stock option is equal to or greater than the merger consideration, such Company stock option will be canceled, without any consideration being payable in respect thereof, and have no further force or effect.

Effective as of immediately prior to the effective time of the merger, each Company restricted stock unit award that is then outstanding and unvested will vest in full and automatically be canceled and converted into the right to receive an amount of cash equal to the product of the total number of shares of Company common stock then underlying such Company restricted stock unit award multiplied by the merger consideration, on the terms set forth in the merger agreement.

Effective as of immediately prior to the effective time of the merger, each Company performance-based share unit award that is then outstanding and unvested will vest with respect to the number of shares of Company common stock that would have been earned in accordance with the methodology set forth in the applicable award agreement (as in effect on the date of the merger agreement) or previously established by the Compensation Committee of the Board and will automatically be canceled and converted into the right to receive from the Company an amount of cash equal to the product of the total number of shares of Company common stock that vest under such performance-based share unit award multiplied by the merger consideration, on the terms set forth in the merger agreement.

If the effective time of the merger occurs on or before the last business day of the offering period currently in effect under the ESPP and there are purchase options then outstanding with respect to such offering period, then each such outstanding option will be exercised in full on the closing date of the merger (or, if not practicable, on the business day immediately preceding the closing date of the merger) to the extent of payroll deductions credited to the purchase option holder’s account as of the date that is 10 days before the closing date of the merger. Each share of Company common stock received upon exercise of a purchase option granted under the ESPP will be converted into the right to receive the per share merger consideration. If the effective time of the merger occurs after the last business day of the offering period currently in effect under the ESPP, the Board will terminate the ESPP as of the date immediately prior to the closing date and, as promptly as reasonably practicable following such termination, all outstanding payroll deductions pursuant to the ESPP will be refunded to the participating employees under the ESPP. In all events, the ESPP will be terminated as of immediately prior to the effective time of the merger.

Representations and Warranties

In the merger agreement, the Company made representations and warranties to Parent and Merger Sub, including those relating to:

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In the merger agreement, Parent and Merger Sub made representations and warranties to the Company, including those relating to:

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Definition of Company Material Adverse Effect

Many of the representations and warranties made by the Company in the merger agreement and certain conditions to the performance by Parent and Merger Sub of their obligations under the merger agreement are qualified by reference to whether the item in question would have a “Company Material Adverse Effect.” The merger agreement provides that a “Company Material Adverse Effect” means any effect, change, event, occurrence or development that is materially adverse to the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole. However, no effect, change, event, occurrence or development resulting from, arising out of, attributable to, or related to any of the following will be deemed to be or constitute a “Company Material Adverse Effect”:

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provided that with respect to the exceptions set forth in the first, second, third, fourth, fifth and eighth bullets above, if any such effect, change, event, occurrence or development has had a materially disproportionate adverse impact on the Company relative to other companies of comparable size to the Company operating in the industries and in the geographic regions in which the Company operates, then, solely to the extent disproportionate in a material respect, the incremental adverse impact of such event shall be taken into account for the purpose of determining whether a “Company Material Adverse Effect” has occurred or may, would or could occur.

Definition of Parent Material Adverse Effect

Certain of the representations and warranties made by Parent and Merger Sub in the merger agreement and certain conditions to the performance of the Company’s obligations under the merger agreement are qualified by

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