March 7, 2011 – Accuray, a global leader in the field of radiosurgery, and TomoTherapy Inc., creator of radiation therapy solutions for cancer care, today announced they signed a agreement under which Accuray will acquire TomoTherapy for $4.80 per share in cash and stock, or a total of approximately $277 million.

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

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

"The transaction strengthens Accuray's position as the leading innovator in the field of radiation oncology and will enhance our growth strategy," said Euan S. Thomson, Ph.D., president and chief executive officer of Accuray. "This acquisition will create a company that can provide patients with radiation treatments tailored to their specific needs, from high-precision radiosurgery to image-guided, intensity-modulated radiation therapy. This transformational transaction significantly increases our global market presence, creates financial benefits from operating efficiencies and overhead reductions, and creates exciting new revenue opportunities for us. The combined company will also have greater scale to invest in the R&D that will keep it on the leading edge of innovation, offering new hope for cancer patients worldwide. We look forward to working together with TomoTherapy towards realizing the full benefits of this combination for shareholders, patients, customers, and employees of both companies."

"This is an exciting opportunity for TomoTherapy to combine its best-in-class radiation therapy products with Accuray's gold-standard radiosurgery products to improve treatment for cancer patients worldwide," said Frederick A. Robertson, M.D., president and chief executive officer of TomoTherapy. "Both companies share the same passion for innovation, patient care and comfort, and this combination creates a single, strong organization that will be better positioned for success. This transaction offers attractive value for our shareholders, greater career opportunities for our employees and hope for breakthrough new treatments for our patients. Our two teams are committed to working together towards a smooth transition and integration."

Under the terms of the transaction, TomoTherapy shareholders will receive $3.15 in cash and 0.1648 shares of Accuray common stock per share of TomoTherapy common stock. Based on the closing price of Accuray's common stock on March 4, 2011, the stock component of the consideration is valued at $1.65 per share. The acquisition price represents a premium of 30.8 percent above the closing price of TomoTherapy's shares on March 4, 2011. The transaction, which has been approved by the boards of directors of both companies, is expected to close in the second quarter or the beginning of the third quarter of calendar 2011, subject to customary closing conditions, TomoTherapy shareholder approval and regulatory approvals. The acquisition is expected to be accretive to Accuray earnings per share in its fiscal year beginning July 1, 2012.

Accuray plans to maintain a strong presence in Madison, Wis., TomoTherapy's operating and corporate headquarters.

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

The companies have created a new website, www.AccurayTomoTherapy.com, with information regarding this transaction for customers, patients, shareholders and other important stakeholders. The companies will update this website periodically with new information to keep its stakeholders informed.

For more information: www.accuray.com, TomoTherapy.com


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