REG - Steris Corp. Synergy Health - Rule 2.7 <Origin Href="QuoteRef">STE.N</Origin> <Origin Href="QuoteRef">SYR.L</Origin> - Part 2
29/10/2014 11:25
- Part 2: For the preceding part double click ID:nRSM0911Ua
measures which STERIS
determines to be desirable. To the extent permitted by English law, these may
include, without limitation, provisions determined by reference to and based
upon protective measures currently available to STERIS and its board.
It is currently anticipated that New STERIS's constitution may include, by way
of example, provisions such as those set out in the table contained in
Appendix 6. Appendix 6 is not exhaustive and contains a comparison with the
regime currently applicable to Synergy. New STERIS's constitution to be
adopted on or before the Effective Date will be finalised before the
publication of the Scheme Document and a summary of the relevant provisions
(as determined by STERIS) will be contained in the Scheme Document.
14.Synergy Share Schemes and STERIS Equity Awards
The Scheme will extend to any Synergy Shares unconditionally allotted or
issued and fully paid after the date of this announcement and prior to the
Reduction Record Time to satisfy the exercise of options under the Synergy
Share Schemes, but the Scheme will not extend to any Synergy Shares allotted
or issued to satisfy options exercised at any time on or after the Reduction
Record Time. Instead, any Synergy Shares issued after the Reduction Record
Time to satisfy such options will, subject to the Scheme becoming effective,
be immediately transferred to New STERIS (or its nominee) in exchange for the
same consideration as Synergy Shareholders will be entitled to receive under
the terms of the Combination. The terms of this exchange are to be set out in
the proposed amendments to the Synergy's articles of association which will be
considered at the General Meeting.
All options granted under Synergy's Executive Share Option Scheme 2007,
Performance Share Plan and Long Term Incentive Plan have vested or will vest
on or before the Effective Date. Options granted under Synergy's Save As You
Earn Scheme will vest, to the maximum extent possible, on or before the
Effective Date.
Participants in the Synergy Share Schemes will be contacted separately
regarding the effect of the Combination on their rights under the Synergy
Share Schemes and the actions they may take in respect of those options.
Further details will also be contained in the Scheme Document.
Generally, on the STERIS Merger Effective Date, all outstanding equity awards
held by STERIS employees under the STERIS long term equity incentive plans,
including vested and unvested stock options, vested and unvested stock
appreciation rights, restricted stock, and restricted stock units, will be
converted into equivalent awards with respect to New STERIS Shares. However,
the board of directors of STERIS (or a committee thereof) will determine the
treatment of outstanding equity awards of its officers and members of its
board of directors under the STERIS long term equity incentive plans,
including vested and unvested stock options, restricted stock, and career
restricted stock units, which may include, without limitation, in whole or in
part, accelerating the vesting and/or settlement of such awards, cashing out
such awards (based on their intrinsic value) on the STERIS Merger Effective
Date, and/or converting such awards into equivalent awards with respect to New
STERIS Shares and making gross up payments in respect of the U.S. excise tax
that is only payable in respect of converted awards by STERIS officers (and
not any other STERIS employees) and members of the STERIS board of directors
as a consequence of the Combination.
15. Opening Position Disclosures and Interests
STERIS will be making Opening Position Disclosures today, setting out the
details required to be disclosed by it under Rule 8.1(a) of the Takeover
Code.
Synergy confirms that it is making an Opening Position Disclosure today,
setting out the details required to be disclosed by it under Rule 8.1(a) of
the Takeover Code.
In the interests of confidentiality, neither STERIS nor Synergy has made
enquiry of all persons with whom they may respectively be deemed by the Panel
to be acting in concert. Such enquiry will be made as appropriate following
this Announcement and any additional interests in relevant securities of
Synergy and/or, as the case may be, STERIS will be disclosed in subsequent
Opening Position Disclosures.
16. The Combination
16.1 The Scheme
It is proposed that the Offer will be implemented by way of a Court-sanctioned
scheme of arrangement between Synergy and Scheme Shareholders under Part 26 of
the Companies Act, although STERIS reserves the right, at its sole discretion
and subject (if required) to the consent of the Panel, to seek to implement
the Offer by way of a Contractual Offer for the entire issued and to be issued
share capital of Synergy, and to make appropriate amendments to the terms of
the Offer arising from the change from the Scheme to a Contractual Offer.
The Scheme, which will be effected by way of a reduction of capital of
Synergy, will be subject to (amongst others) each of the following matters:
· the U.S. Merger Agreement being duly approved by the affirmative vote
of the holders of a majority of the outstanding STERIS Shares entitled to vote
on such matter at a STERIS Stockholders' meeting duly called and held for such
purpose in accordance with applicable law and the articles of incorporation
and regulations of STERIS;
· all of the conditions to the STERIS Merger having been satisfied such
that, if the Scheme becomes effective, the STERIS Merger will become effective
in accordance with its terms substantially concurrently with, or promptly,
after the Scheme becomes effective;
· all of the New STERIS Shares issuable pursuant to the Scheme and the
STERIS Merger having been approved for listing on the NYSE, subject to
official notice of issuance;
· the approval of the Scheme by Scheme Shareholders at a Court-convened
meeting by a majority in number representing at least 75% in value of such
Scheme Shareholders present and voting at the Court Meeting (whether in person
or by proxy);
· the approval of the resolution required to approve and implement the
Scheme and approve the related Capital Reduction being duly passed at the
General Meeting by Synergy Shareholders representing at least 75% of such
Synergy Shareholders present and voting at the General Meeting (whether in
person or by proxy);
· the sanction of the Scheme and confirmation of the Capital Reduction
by the Court;
· the delivery of office copies of the Scheme Court Order and the
Reduction Court Order together with the statement of capital to the Registrar
of Companies, whereupon the Scheme will become effective; and
· the satisfaction or waiver of applicable anti-trust requirements of,
and expiration or termination of applicable anti-trust waiting periods under
the HSR Act, the Enterprise Act 2002 and the EU Merger Regulation.
Synergy Shareholders should note that completion of the Scheme will be
conditional upon the satisfaction or, where appropriate, waiver of all the
above Conditions in addition to the satisfaction or, where appropriate, waiver
of the other Conditions and certain further terms set out in Appendix 2 to
this Announcement.
The Scheme must be sanctioned by the Court. All Scheme Shareholders are
entitled to attend the Scheme Court Hearing in person or through an
English-qualified advocate to support or oppose the sanctioning of the Scheme.
If the Scheme becomes effective it will be binding on all holders of Scheme
Shares, including any Synergy Shareholders who did not vote to approve the
Scheme, or who voted against the Scheme.
In order that the Court can be satisfied that the votes cast constitute a fair
representation of the views of Synergy Shareholders, it is important that as
many votes as possible are cast in person and by proxy at the Court Meeting.
Upon the Scheme becoming effective:
· the Synergy Shares will be cancelled and in their place a like number
of new ordinary shares in the capital of Synergy will be issued to New STERIS,
whereupon Synergy will become a wholly-owned subsidiary of New STERIS; and
· as consideration for the cancellation of the Synergy Shares the Cash
Consideration will be paid by New STERIS and New STERIS Shares will be
issued.
16.2 The STERIS Merger
Pursuant to the STERIS Merger, substantially concurrently with, or promptly
after, the Scheme becoming effective in accordance with its terms, U.S. Merger
Sub will merge with and into STERIS, with STERIS continuing as the surviving
corporation. On the Effective Date, all STERIS common shares will be cancelled
and will automatically be converted into the right to receive New STERIS
Shares on a one-for-one basis. Following the STERIS Merger, STERIS will become
a wholly owned subsidiary of New STERIS. The STERIS Merger is subject to the
terms and conditions of the U.S. Merger Agreement.
Synergy is a third party beneficiary with respect to the sections governing
STERIS's obligation to close the STERIS Merger if the all of the closing
conditions to the STERIS Merger are satisfied. Once those conditions are
satisfied, Synergy will be entitled to enforce the following obligations of
STERIS as if Synergy itself were itself a party to the U.S. Merger Agreement:
(i) to close as soon as reasonably practicable following (and to the extent
possible, immediately following or, failing that, to the extent possible on
the same day as) the time at which the Scheme has become effective and (ii) on
the closing date of the STERIS Merger and substantially concurrently with the
closing, cause a Certificate of Merger with respect to the STERIS Merger to be
executed, acknowledged and filed with the Secretary of State of the State of
Ohio as provided in the Ohio General Corporation Law.
16.3 STERIS Stockholder Approval
Pursuant to the U.S. Merger Agreement, U.S. Merger Sub will merge with and
into STERIS and STERIS will continue as the surviving corporation. As a
result, the U.S. Merger Agreement must be duly adopted by the affirmative vote
of the holders of a majority of the outstanding STERIS Shares entitled to vote
on such matter at a STERIS Stockholders' meeting duly called and held for such
purpose in accordance with applicable law and the articles of incorporation
and regulations of STERIS. STERIS and New STERIS are required to send STERIS
Stockholders a Proxy Statement/Prospectus which will, among other things,
summarise the background to and reasons for the transactions to be consummated
pursuant to the U.S. Merger Agreement, provide information about the special
meeting of STERIS Stockholders at which the adoption of the U.S. Merger
Agreement will be considered, and provide information relating to the Combined
Group and the New STERIS Shares. Under the U.S. Merger Agreement, the
conditions to completion of the STERIS Merger are: (i) the U.S. Merger
Agreement being approved by the affirmative vote of the holders of a majority
of the outstanding STERIS Shares entitled to vote on such matter at a STERIS
Stockholders' meeting duly called and held for such purpose in accordance with
applicable law and the articles of incorporation and regulations of STERIS,
and (ii) the Scheme having become effective prior to the effective time of the
STERIS Merger.
The STERIS Board has approved the Combination and intends to recommend that
STERIS Stockholders vote in favour of the adoption of the U.S. Merger
Agreement.
17. The Court Meeting and the General Meeting
The Scheme will be put to Synergy Shareholders at the Court Meeting and at the
General Meeting, which are expected to be held in December 2014 depending on
the timing of the meeting of STERIS Stockholders to vote on the STERIS Merger.
The Court Meeting and the General Meeting will be convened to occur around
about the same time as the meeting of STERIS Stockholders.
Notices to convene the Court Meeting (subject to the consent of the Court) and
the General Meeting will be included in the Scheme Document.
The purpose of the Court Meeting is to seek the approval of Scheme
Shareholders for the Scheme.
The purpose of the General Meeting is to consider and, if thought fit, pass a
special resolution to give effect to and implement the Scheme, being a special
resolution:
· to approve the reduction of capital of Synergy in connection with the
Scheme;
· to approve amendments to the articles of association of Synergy in
connection with and to facilitate the Scheme; and
· to re-register Synergy as a private company.
The special resolution will require votes in favour of not less than 75% of
the votes cast by Synergy Shareholders voting at the General Meeting (whether
in person or by proxy) in order to be passed.
18. Expected Timetable for Posting of the Scheme Document
It is expected that the Scheme Document, which will include notices to convene
the Court Meeting and the General Meeting, will be posted to Synergy
Shareholders during November 2014 (and, in any event, within 28 days of this
Announcement, unless otherwise agreed with the Panel) and that the Scheme will
become effective by 31 March 2015, subject to the satisfaction or, where
applicable, waiver of the Conditions.
19. Irrevocable Undertakings and Letter of Intent
19.1 Synergy Directors
Irrevocable undertakings to vote, or procure the vote, in favour of the
Resolutions have been received from Synergy Directors and their connected
persons in respect of 626,623 Synergy Shares representing, in aggregate,
approximately 1.06% of the existing issued share capital of Synergy on the
Latest Practicable Date.
19.2 Other Synergy Shareholders
An irrevocable undertaking has also been received from Kabouter Management LLC
to vote, or procure the vote, in favour of the Resolutions in respect of
Synergy Shares in respect of which they have discretionary management control
amounting, in aggregate, to 2,179,398 Synergy Shares, which represents
approximately 3.69% of the existing issued share capital of Synergy on the
Latest Practicable Date.
A letter of intent has been received from AXA Investment Managers UK Limited
to vote in favour of the Resolutions in respect of 7,131,818 Synergy Shares in
respect of which they have discretionary management control which represent
approximately 12.08% of the existing issued share capital of Synergy at the
Latest Practicable Date.
Further details of the irrevocable undertakings and the letter of intent
received, including the circumstances in which they will cease to be binding,
are set out in Appendix 3 to this Announcement.
20. Financing of the Scheme
Lazard, who is advising STERIS and New STERIS in relation to the cash
confirmation pursuant to Rules 2.7(d) and 24.8 of the Takeover Code, is
satisfied that resources are available to STERIS and New STERIS are sufficient
to satisfy in full the Cash Consideration payable under the terms of the
Scheme.
In conjunction with the Scheme, STERIS obtained the STERIS Facility, a 364-day
bridge credit agreement. The STERIS Facility includes a £340 million tranche
and a $1.05 billion tranche. Bank of America, N.A. will serve as
administrative agent and a lender, JP Morgan Chase Bank, N.A. will serve as
syndication agent and a lender, and KeyBank, N.A. will serve as documentation
agent and a lender. The STERIS Facility may be utilized to the extent
necessary to satisfy the Cash Consideration, to repay outstanding debt of
Synergy, to pay fees and expenses of the transaction, and to replace funds
available under STERIS's existing facilities.
Under the terms of the STERIS Facility, New STERIS and US Solar Parent Co, the
borrower under the STERIS Facility, have agreed that they will not, without
the consent of the administrative agent:
(a) amend or waive any term of the Scheme Document in a manner
materially adverse to the interests of the lenders from those in the
announcement, save for any amendment or waiver required by the Panel, the
Takeover Code, a court or any other applicable, law, regulation or regulatory
body;
(b) should the Offer be implemented by way of a Contractual Offer,
amend or waive the acceptance condition (as determined under the terms of that
Offer at the relevant time) to permit the Contractual Offer to become
unconditional as to acceptances until New STERIS has (directly or indirectly)
acquired or agreed to acquire or received acceptances which, when aggregated
with any shares owned by New STERIS (directly or indirectly) to which the
Contractual Offer relates represent not less than 90% of the issued share
capital of Synergy (excluding treasury shares).
21. Overseas Shareholders
The availability of New STERIS Shares under the terms of the Scheme to persons
not resident in the United Kingdom may be affected by the laws and regulations
of the relevant jurisdiction. Such persons should inform themselves about and
observe any applicable requirements. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document.
22. Offer-related arrangements and documents available on website
22.1 Confidentiality Agreement
STERIS and Synergy entered into a mutual confidentiality and standstill
agreement on 9 September 2014 pursuant to which STERIS and Synergy have
undertaken to each other to keep confidential certain information relating to
each other and not to disclose it to third parties (other than to permitted
recipients) unless required by law or regulation.
22.2 Documents Available on Website
Copies of the following documents will be made available on STERIS's website
at www.steris.com/synergy until the end of the Offer Period:
· documents relating to the financing of the Scheme referred to in
paragraph 20 above;
· the irrevocable undertakings and letter of intent referred to in
paragraph 19 above;
· the confidentiality agreement referred to above;
· the U.S. Merger Agreement; and
· consent letters from Ernst & Young and Lazard.
Copies of the following documents will be made available on Synergy's website
at www.synergyhealthplc.com until the end of the Offer Period:
· the irrevocable undertakings and letter of intent referred to in
paragraph 19 above;
· the confidentiality agreement referred to above; and
· a consent letter from Investec.
23. Publication on Website and Availability of Hard Copies
A copy of this Announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
STERIS's website at www.steris.com/synergy and Synergy's website at
www.synergyhealthplc.com by no later than 12 noon (London time) on the day
following this Announcement. For the avoidance of doubt, the contents of those
websites are not incorporated and do not form part of this Announcement.
If this Announcement is sent to you in electronic form or you have been sent a
website notification, you may request a hard copy of this Announcement by
contacting the Company Secretary of Synergy during business hours on +44 1793
891 851 or by submitting a request in writing to the Company Secretary of
Synergy at Synergy Health plc, Ground Floor Stella, Windmill Hill Business
Park, Whitehall Way, Swindon SN5 6NX. Except as required under the Takeover
Code, hard copies of this Announcement will not be sent to any further persons
unless so requested. You may also request that all future documents,
announcements and information to be sent to you in relation to the Combination
should be in hard copy form.
24. General
STERIS reserves the right, at its sole discretion and subject (if required) to
the consent of the Panel, to seek to implement the Offer by way of a
Contractual Offer for the entire issued and to be issued share capital of
Synergy, and to make appropriate amendments to the terms of the Scheme arising
from the change from the Scheme to a Contractual Offer.
The bases and sources of certain financial information contained in this
Announcement are set out in Appendix 4 to this Announcement. A summary of the
irrevocable undertakings is contained in Appendix 3 to this Announcement.
Certain terms used in this Announcement are defined in Appendix 1 to this
Announcement.
Enquiries
For further information contact:
STERIS
Investor Contact: Julie Winter, Director, Investor Relations +1 440 392 7245
Media Contact: Stephen Norton, Senior Director, +1 440 392 7482
Corporate Communications
Lazard(financial adviser to STERIS and New STERIS)
Stephen Sands +44 20 7187 2000
Nicholas Shott
Al Garner +1 212 632 6000
Andrew Dickinson +1 415 623 5000
Synergy
Dr. Richard Steeves, Group Chief Executive +44 1793 891 851
Gavin Hill, Finance Director
Investec (financial adviser and corporate broker to Synergy)
Patrick Robb +44 20 7597 5970
Gary Clarence
Daniel Adams
Lazard & Co., Limited, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively as financial adviser
to STERIS and New STERIS and no one else in connection with the Combination
and will not be responsible to anyone other than STERIS and New STERIS for
providing the protections afforded to clients of Lazard & Co., Limited nor for
providing advice in relation to the Combination or any other matters referred
to in this Announcement. Neither Lazard & Co., Limited nor any of its
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Lazard & Co., Limited in
connection with this Announcement, any statement contained herein, the
Combination or otherwise.
Investec Bank plc, which is authorised in the United Kingdom by the Prudential
Regulation Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority, is acting
exclusively as financial adviser to Synergy and no-one else in connection with
the subject matter of this Announcement and will not be responsible to anyone
other than Synergy for providing the protections afforded to its clients or
for providing advice in connection with the subject matter of this
Announcement.
IMPORTANT NOTES
This Announcement is not intended to and does not constitute, or form part of,
any offer or invitation to sell or purchase any securities or the solicitation
of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any security pursuant to the Scheme or otherwise. The Scheme will
be effected solely through the Scheme Document which will contain the full
terms and conditions of the Scheme. Any decision in respect of, or other
response to, the Scheme or the Combination should be made only on the basis of
the information contained in such document.
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by law and/or regulation and
therefore any persons who are subject to the laws and regulations of any
jurisdiction other than the United Kingdom should inform themselves about, and
observe, any applicable requirements. Any failure to comply with the
applicable requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Scheme disclaim any
responsibility and liability for the violation of such restrictions by any
person.
The availability of the Scheme to persons who are not resident in the United
Kingdom may be restricted by the laws and/or regulations of the relevant
jurisdictions in which they are located. The Scheme will not be made
available, directly or indirectly, in, into or from any jurisdiction where to
do so would violate the laws in that jurisdiction. Any persons who are subject
to the laws and regulations of any jurisdiction other than the United Kingdom
should inform themselves about, and observe, any applicable requirements. Any
failure to comply with the applicable requirements may constitute a violation
of the laws and/or regulations of any such jurisdiction. Further details in
relation to overseas shareholders will be contained in the Scheme Document.
This Announcement has been prepared for the purpose of complying with English
law and the Takeover Code and the information disclosed may not be the same as
that which would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside of England.
Publication on Website
Pursuant to Rule 26.1 of the Takeover Code, a copy of this Announcement and
other documents in connection with the Scheme will, subject to certain
restrictions, be available for inspection on STERIS's website at
www.steris.com/synergy and Synergy's website at www.synergyhealthplc.com no
later than 12 noon (London time) on the day following this Announcement. The
contents of the websites referred to in this Announcement are not incorporated
into, and do not form part of, this Announcement.
Rule 2.10 Disclosures
In accordance with Rule 2.10 of the Takeover Code, as at close of business on
10 October 2014 (being the last business day before the date of this
Announcement, there are 59,024,389 Synergy Shares in issue and admitted to
trading on the main market of the London Stock Exchange). There are no Synergy
Shares held in treasury. The ISIN Number for the Synergy Shares is
GB0030757263.
In accordance with Rule 2.10 of the Takeover Code, as at close of business on
10 October 2014 (being the last business day before the date of this
Announcement, there are 59,412,728 STERIS Shares issued and outstanding and
admitted to trading on the NYSE). The ISIN Number for the STERIS ordinary
shares is US8591521005.
Notes Concerning Information Available in the U.S.
This document is provided for informational purposes only and does not
constitute an offer to sell, or an invitation to subscribe for, purchase or
exchange, any securities or the solicitation of any vote or approval in any
jurisdiction, nor shall there be any sale, issuance, exchange or transfer of
the securities referred to in this document in any jurisdiction in
contravention of applicable law.
It is expected that the New STERIS Shares to be issued by New STERIS to
Synergy Shareholders under the Scheme will be issued in reliance upon the
exemption from the registration requirements of the Securities Act of 1933, as
amended, provided by Section 3(a)(10) thereof.
In connection with the issuance of New STERIS Shares to STERIS Stockholders
pursuant to the STERIS Merger that forms a part of the Combination, New STERIS
will file with the SEC a registration statement on Form S-4 that will contain
a prospectus of New STERIS as well as a proxy statement relating to the STERIS
Merger that forms a part of the Combination, which we refer to together as the
Form S-4/Proxy Statement.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FORM S-4/PROXY STATEMENT,
AND OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE COMBINATION
CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE
RISKS ASSOCIATED WITH THE TRANSACTION. Those documents, if and when filed, as
well as STERIS's and New STERIS's other public filings with the SEC may be
obtained without charge at the SEC's website at www.sec.gov or at STERIS's
website at www.steris-ir.com. Security holders and other interested parties
will also be able to obtain, without charge, a copy of the Form S-4/Proxy
Statement and other relevant documents (when available) by directing a request
by email or telephone to Investor Relations, STERIS Corporation at
Julie_Winter@steris.com or +1 440 392 7245. Security holders may also read and
copy any reports, statements and other information filed with the SEC at the
SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C.
20549. Please call the SEC at (800) 732-0330 or visit the SEC's website for
further information on its public reference room.
STERIS, its directors and certain of its executive officers may be considered
participants in the solicitation of proxies in connection with the
transactions contemplated by the Proxy Statement. Information about the
directors and executive officers of STERIS is set forth in its Annual Report
on Form 10-K for the year ended 31 March, 2014, which was filed with the SEC
on 29 May, 2014, and its proxy statement for its 2014 annual meeting of
stockholders, which was filed with the SEC on 9 June, 2014. Other information
regarding potential participants in the proxy solicitations and a description
of their direct and indirect interests, by security holdings or otherwise,
will be contained in the Form S-4/Proxy Statement when it is filed.
Synergy and New STERIS are each organised under the laws of England. Some of
the officers and directors of Synergy and New STERIS may be residents of
countries other than the United States. As a result, it may not be possible to
sue Synergy, New STERIS or such persons in a non-US court for violations of US
securities laws. It may be difficult to compel Synergy, New STERIS and their
respective affiliates to subject themselves to the jurisdiction and judgment
of a US court or for investors to enforce against them the judgments of US
courts.
Notes Regarding New STERIS Shares
The New STERIS Shares to be issued pursuant to the Combination have not been
and will not be registered under the relevant securities laws of Japan and the
relevant clearances have not been, and will not be, obtained from the
securities commission of any province of Canada. No prospectus in relation to
the New STERIS Shares has been, or will be, lodged with, or registered by, the
Australian Securities and Investments Commission. Accordingly, the New STERIS
Shares are not being, and may not be, offered, sold, resold, delivered or
distributed, directly or indirectly in or into Australia, Canada or Japan or
any other jurisdiction if to do so would constitute a violation of relevant
laws of, or require registration thereof in, such jurisdiction (except
pursuant to an exemption, if available, from any applicable registration
requirements or otherwise in compliance with all applicable laws).
Cautionary Note Regarding Forward-Looking Statements
This Announcement may contain statements concerning certain trends,
expectations, forecasts, estimates, or other forward-looking information
affecting or relating to Synergy or STERIS or New STERIS or their respective
industry, products or activities that are intended to qualify for the
protections afforded "forward-looking statements" under the Private Securities
Litigation Reform Act of 1995 and other laws and regulations. Forward-looking
statements speak only as to the date of this Announcement and may be
identified by the use of forward-looking terms such as "may," "will,"
"expects," "believes," "anticipates," "plans," "estimates," "projects,"
"targets," "forecasts," "outlook," "impact," "potential," "confidence,"
"improve," "optimistic," "deliver," "comfortable," "trend", and "seeks," or
the negative of such terms or other variations on such terms or comparable
terminology. Many important factors could cause actual results to differ
materially from those in the forward-looking statements including, without
limitation, disruption of production or supplies, changes in market
conditions, political events, pending or future claims or litigation,
competitive factors, technology advances, actions of regulatory agencies, and
changes in laws, government regulations, labeling or product approvals or the
application or interpretation thereof. Other risk factors are described herein
and in STERIS and Synergy's other securities filings, including Item 1A of
STERIS's Annual Report on Form 10-K for the year ended March 31, 2014 dated
May 29, 2014 and in Synergy's annual report and accounts for the year ended 30
March 2014 (section headed "principal risks and uncertainties"). Many of these
important factors are outside of STERIS's or New STERIS's or Synergy's
control. No assurances can be provided as to any result or the timing of any
outcome regarding matters described herein or otherwise with respect to any
regulatory action, administrative proceedings, government investigations,
litigation, warning letters, consent decree, cost reductions, business
strategies, earnings or revenue trends or future financial results. References
to products and the consent decree are summaries only and should not be
considered the specific terms of the decree or product clearance or
literature. Unless legally required, neither STERIS, nor New STERIS nor
Synergy undertake to update or revise any forward-looking statements even if
events make clear that any projected results, express or implied, will not be
realized. Other potential risks and uncertainties that could cause actual
results to differ materially from those in the forward-looking statements
include, without limitation, (a) the receipt of approval of both STERIS's
shareholders and Synergy's shareholders, (b) the regulatory approvals required
for the transaction not being obtained on the terms expected or on the
anticipated schedule, (c) the parties' ability to meet expectations regarding
the timing, completion and accounting and tax treatments of the Combination,
(d) the possibility that the parties may be unable to achieve expected
synergies and operating efficiencies in connection with the transaction within
the expected time-frames or at all and to successfully integrate Synergy's
operations into those of STERIS, (e) the integration of Synergy's operations
into those of STERIS being more difficult, time-consuming or costly than
expected, (f) operating costs, customer loss and business disruption
(including, without limitation, difficulties in maintaining relationships with
employees, customers, clients or suppliers) being greater than expected
following the transaction, (g) the retention of certain key employees of
Synergy being difficult, (h) changes in tax laws or interpretations that could
increase consolidated tax liabilities, including if the transaction is
consummated, changes in tax laws that would result in New STERIS being treated
as a domestic corporation for United States federal tax purposes, (i) the
potential for increased pressure on pricing or costs that leads to erosion of
profit margins, (j) the possibility that market demand will not develop for
new technologies, products or applications or services, or business
initiatives will take longer, cost more or produce lower benefits than
anticipated, (k) the possibility that application of or compliance with laws,
court rulings, certifications, regulations, regulatory actions, including
without limitation those relating to FDA warning notices or letters,
government investigations, the outcome of any pending FDA requests,
inspections or submissions, or other requirements or standards may delay,
limit or prevent new product introductions, affect the production and
marketing of existing products or services or otherwise affect Company
performance, results, prospects or value, (l) the potential of international
unrest, economic downturn or effects of currencies, tax assessments,
adjustments or anticipated rates, raw material costs or availability, benefit
or retirement plan costs, or other regulatory compliance costs, (m) the
possibility of reduced demand, or reductions in the rate of growth in demand,
for products and services, (n) the possibility that anticipated growth, cost
savings, new product acceptance, performance or approvals, or other results
may not be achieved, or that transition, labor, competition, timing,
execution, regulatory, governmental, or other issues or risks associated with
STERIS and Synergy's businesses, industry or initiatives including, without
limitation, the consent decree or those matters described in STERIS's Form
10-K for the year ended March 31, 2014 and other securities filings, may
adversely impact performance, results, prospects or value, (o) the possibility
that anticipated financial results or benefits of recent acquisitions, or of
STERIS's restructuring efforts will not be realized or will be other than
anticipated, (p) the effects of the contractions in credit availability, as
well as the ability of STERIS and Synergy's customers and suppliers to
adequately access the credit markets when needed, and (q) those risks
described in STERIS's Annual Report on Form 10-K for the year ended March 31,
2014, and other securities filings and in Synergy's annual report and accounts
for the year ended 30 March 2014 (section headed "principal risks and
uncertainties").
No Profit Forecast
No statement in this Announcement is intended as a profit forecast or a profit
estimate and no statement in this Announcement should be interpreted to mean
that earnings per Synergy Share or STERIS Share for the current or future
financial years would necessarily match or exceed the historical published
earnings per Synergy Share or STERIS Share.
Quantified Financial Benefits
No statement in the Quantified Financial Benefits Statements, or this
Announcement generally, should be construed as a profit forecast or
interpreted to mean that the Combined Group's earnings in the first full year
following the Combination, or in any subsequent period, would necessarily
match or be greater than or be less than those of STERIS and/or Synergy for
the relevant preceding financial period or any other period.
Information relating to shareholders of Synergy
Please be aware that addresses, electronic addresses and certain other
information provided by shareholders of Synergy, persons with information
rights and other relevant persons for the receipt of communications from
Synergy may be provided to New STERIS during the Offer Period as required
under Section 4 of Appendix 4 of the Takeover Code.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any paper
offeror (being any offeror other than an offeror in respect of which it has
been announced that its offer is, or is likely to be, solely in cash and
including STERIS in this instance) must make an Opening Position Disclosure
following the commencement of the offer period and, if later, following the
announcement in which any paper offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement in which any
paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any paper offeror must make a Dealing Disclosure if the person
deals in any relevant securities of the offeree company or of any paper
offeror. A Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b)
applies must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be
a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Appendix 1
DEFINITIONS
In this Announcement the following words and expressions have the following
meanings unless the context requires otherwise:
"Announcement" this announcement
"Announcement Date" the date of the Announcement
"Business Day" a day, other than a Saturday, Sunday or public holiday, on which banks are open for non-automated business in the City of London
"Capital Reduction" the reduction and any reorganisation of Synergy's share capital provided for as part of the Scheme
"Cash Consideration" the entitlement for Synergy Shareholders under the terms of the Scheme to receive 439 pence in cash in part consideration for each Synergy Share
"CMA" the UK Competition and Markets Authority
"CMA Phase 2 Reference" a reference, pursuant to sections 22 or 33 of the Enterprise Act 2002, of the Merger or any part of it to the Chair of the Competition and Markets Authority for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013
"Companies Act" the UK Companies Act 2006, as amended
"Combination" the proposed transaction pursuant to which New STERIS will become the ultimate parent company of Synergy pursuant to the Offer and of STERIS pursuant to the STERIS Merger
"Combined Group" New STERIS as enlarged by the merger with STERIS and the acquisition of Synergy, subject to the STERIS Merger and the Scheme respectively becoming effective
"Conditions" the conditions to the implementation of the Scheme, as set out in Appendix 2 to this Announcement and to be set out in the Scheme Document
"Contractual Offer" a takeover offer as defined in section 974 of the Companies Act
"Court" the High Court of Justice in England and Wales
"Court Meeting" the meeting of Scheme Shareholders to be convened by order of the Court under section 896 of the Companies Act for the purposes of considering and, if thought fit, approving the Scheme (with or without amendment), and any adjournment thereof
"CREST" the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear
"Dealing Disclosure" has the same meaning as in Rule 8 of the Takeover Code
"Disclosed" information which has been fairly disclosed by Synergy: (i) in any of the documents, papers or written information made available to STERIS in the data room maintained by Merrill Corporation by 5.00pm London time on the last Business Day immediately
preceding the Announcement Date; (ii) in Synergy's most recent published annual and/or half yearly report and accounts; or (iii) in a public announcement made by Synergy via a Regulatory Information Service prior to 5.00pm London time on the last Business
Day immediately preceding the Announcement Date
"Effective Date" the date on which the Scheme becomes effective in accordance with its terms
"Enterprise Act 2002" the Enterprise Act 2002 as amended from time to time
"Euroclear" Euroclear UK and Ireland Limited
"EU Merger Regulation" Council Regulation EC 139/2004 of 20 January 2004 on the control of concentrations between undertakings
"FCA" the UK Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000
"Forms of Proxy" the forms of proxy for use by Synergy Shareholders in connection with the Court Meeting and the General Meeting
"General Meeting" the meeting of Synergy Shareholders to be convened for the purposes of considering and, if thought fit, approving the special resolution required to approve the Capital Reduction and certain other matters ancillary to the Scheme and its implementation, and
any adjournment thereof
"HSR Act" the U.S. Hart Scott Rodino Antitrust Improvements Act of 1976
"Investec" Investec Bank plc
"Latest Practicable Date" 10 October 2014, being the latest practicable date prior to the release of this Announcement
"Law" any national, federal, state, local, regional foreign or supranational law, including statute, ordinance, rule, regulation, secondary legislation, common law, civil and criminal law, judgment, order, injunction, decree, requirement, notice, license or
permit of any Relevant Authority;
"Lazard" Lazard & Co., Limited
"London Stock Exchange" London Stock Exchange plc
"New STERIS" Solar New HoldCo Limited, a company formed and incorporated for the purposes of the Combination and as the ultimate holding company of the Combined Group
"New STERIS Share" an ordinary share of £0.01 in New STERIS
"New STERIS Shareholders" the holders of ordinary shares in New STERIS
"NYSE" the New York Stock Exchange
"Offer" the proposed offer by New STERIS for the entire issued and to be issued ordinary share capital of Synergy, to be implemented by means of the Scheme (or if STERIS so elects, by means of a Contractual Offer) on the terms and subject to the Conditions set out
in this Announcement and, where the context admits, any subsequent revision, variation, extension or renewal thereof
"Offer Period" the offer period (as defined in the Takeover Code) relating to Synergy, which commenced on 13 October, 2014
"Official List" the Official List maintained by the UKLA
"Opening Position Disclosure" has the same meaning as in Rule 8 of the Takeover Code
"Overseas Shareholders" Synergy Shareholders (or nominees, or custodians or trustees of Synergy Shareholders) who are resident in, or nationals or citizens of jurisdictions outside the UK or who are citizens or residents of countries other than the UK
"Panel" the Panel on Takeovers and Mergers
"Quantified Financial Benefits Statement" the statements set out in paragraph 6 and Appendix 5 of this Announcement
"Reduction Court Order" the order of the Court, to be granted at the Reduction Court Hearing, confirming the Capital Reduction
"Reduction Court Hearing" the hearing by the Court (including any adjournment thereof) of the application to confirm the Capital Reduction
"Reduction Record Time" the time and date specified in the Scheme Document by reference to which the Scheme will be binding on holders of Scheme Shares at such time
"Relevant Authority" any government or governmental, quasi-governmental, supranational, statutory, administrative or regulatory body, authority, court, trade agency, association, institution, environmental body and bodies responsible for the review and/or approval of mergers,
acquisitions, concentrations, joint ventures, or any other similar matter
"Resolutions" the resolutions to be proposed at the Court Meeting and the General Meeting to be set out in the Notice of Court Meeting and Notice of General Meeting and contained in the Scheme Document
"Restricted Jurisdiction" any jurisdiction where the extension or availability of the Offer would breach any applicable law
"RFID" radio frequency identification
"Scheme" the proposed scheme of arrangement under Part 26 of the Companies Act between Synergy and Scheme Shareholders in connection with the Offer, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Synergy
and STERIS
"Scheme Court Hearing" the hearing by the Court (including any adjournment thereof) of the petition to sanction the Scheme
"Scheme Court Order" the order of the Court sanctioning the Scheme under Part 26 of the Companies Act
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