REG - Steris Corp. Synergy Health - Rule 2.7 <Origin Href="QuoteRef">STE.N</Origin> <Origin Href="QuoteRef">SYR.L</Origin> - Part 4

SterisAnnouncement

29/10/2014 11:25

- Part 4: For the preceding part double click  ID:nRSM0911Uc 

it had been carried out in
accordance with those standards and practices. 
 
Opinion 
 
In our opinion, the Statement has been properly compiled on the basis stated. 
 
Yours faithfully 
 
Ernst & Young LLP 
 
Lazard & Co., Limited 
 
Report from Lazard & Co., Limited 
 
The Board of Directors 
 
STERIS Corporation 
 
5960 Heisley Rd 
 
Mentor, 
 
OH 44060, 
 
United States 
 
13 October 2014 
 
Dear Sirs, 
 
Possible merger of STERIS Corporation ("STERIS") and Synergy Health plc
("SYNERGY") 
 
We refer to the Quantified Financial Benefits Statement, the bases of belief
thereof and the notes thereto (together, the "Statement") as set out in
Appendix 5 of this announcement, for which the Board of Directors of STERIS
(the "Directors") are solely responsible under Rule 28 of the City Code on
Takeovers and Mergers (the "Code"). 
 
We have discussed the Statement (including the assumptions and sources of
information referred to therein), with the Directors and those officers and
employees of STERIS who developed the underlying plans. The Statement is
subject to uncertainty as described in this announcement and our work did not
involve an independent examination of any of the financial or other
information underlying the Statement. 
 
We have relied upon the accuracy and completeness of all the financial and
other information provided to us by STERIS, or otherwise discussed with us,
and we have assumed such accuracy and completeness for the purposes of
providing this letter. 
 
We do not express any opinion as to the achievability of the quantified
financial benefits identified by the Directors. 
 
We have also reviewed the work carried out by Ernst & Young LLP and have
discussed with them the opinion set out in Appendix 5 of this announcement
addressed to yourselves and ourselves on this matter. 
 
This letter is provided to you solely in connection with Rule 28.1(a)(ii) of
the Code and for no other purpose.  We accept no responsibility to STERIS or
its shareholders or any person other than the Directors in respect of the
contents of this letter; no person other than the Directors can rely on the
contents of this letter, and to the fullest extent permitted by law, we
exclude all liability to any other person, in respect of this letter or the
work undertaken in connection with this letter. 
 
On the basis of the foregoing, we consider that the Statement, for which you
as the Directors are solely responsible, has been prepared with due care and
consideration. 
 
Yours faithfully, 
 
Lazard & Co., Limited 
 
Ernst & Young LLP 
 
 The DirectorsSTERIS Corporation5960 Heisley Rd Mentor, OH 44060, United States  13 October 2014  
 
 
Dear Sirs 
 
We hereby give our consent to the publication in the announcement to be issued
by STERIS Corporation under Rule 2.7 of the City Code on Takeovers and Mergers
on 13 October 2014 (the "Announcement") of our letter relating to the
quantified financial benefits statement dated 13 October 2014 and of our name,
 in the form and context in which they are included, as shown in the enclosed
proof of the Announcement which we have signed for identification. 
 
Yours faithfully 
 
Lazard & Co., Limited 
 
STRICTLY PRIVATE AND CONFIDENTIAL 
 
The Directors
STERIS Corporation
5960 Heisley Rd,
Mentor, OH 44060,
United States 
 
Attention: Adam Zangerle, General Counsel 
 
13 October 2014 
 
Dear Sirs 
 
Announcement to be made by Steris 
 
We refer to the announcement proposed to be issued by STERIS Corporation on or
around 13 October 2014 under Rule 2.7 of the City Code on Takeovers and
Mergers regarding a recommended combination of STERIS Corporation and Synergy
plc (the "Announcement"), a near final draft of which is attached and
initialled for the purposes of identification. 
 
Lazard hereby consents to: 
 
§ the publication in the Announcement of our letter relating to the quantified
financial benefits statement dated 13 October 2014; and 
 
§ the inclusion in the Announcement of our name and the references thereto, 
 
in the form and context in which they are included in the Announcement. 
 
 Yours faithfully,       
 For and on behalf of    
 Lazard & Co., Limited   
 
 
Appendix 6 
 
ANTICIPATED CONSTITUTIONAL PROVISIONS 
 
 Section 551 Authority and Disapplication of Section 561  Standing authorisation for five years for board to allot a specified number of shares.  Pre-emption rights are disapplied accordingly.                                    Authority to allot shares and corresponding disapplication of pre-emption rights customarily sought annually from the shareholders.                    
 Additional Circumstances where Board may Allot Shares    Power for board to allot shares including without limitation, where New STERIS does not require capital, where, in the opinion of the board, acting in good faith, it is  No equivalent provision in Synergy's articles.Under the Takeover Code, the board of a public UK company is constrained from implementing such rights.  
                                                          necessary to do so to prevent, in the context of an acquisition or potential acquisition of 20 per cent or more of the issued voting shares: (a)  the use of abusive                                                                                                                                                             
                                                          tactics by any person in connection with such acquisition;(b)  unequal treatment of shareholders;(c)  an acquisition at a price which would undervalue New STERIS;                                                                                                                                                               
                                                          and/or(d)  harm to the prospects of the success of New STERIS for the benefit of its members as a whole.                                                                                                                                                                                                                         
 Quorum for General Meeting                               Shareholders representing a majority of the voting rights of all shareholders entitled to vote.                                                                           Two qualifying shareholders present in person or by proxy.                                                                                             
 Chairman's Casting Vote                                  The chairman at a general meeting has a casting vote if equal votes are cast for and against a resolution on a show of hand or on a poll.                                 The chairman does not have a casting vote.                                                                                                             
 Business Combinations                                    Any sale, lease or exchange of all or substantially all of New STERIS's property must be approved by shareholders representing at least two thirds in nominal value of New No equivalent provision in Synergy's articles.The UK Listing Rules class tests apply.                                                                  
                                                          STERIS's issued share capital.                                                                                                                                                                                                                                                                                                   
 Mandatory Offer Provisions                               Provisions based on those contained in Rule 9 of the Takeover Code such that any person acquiring interests in shares which would breach any of the limits contained in   Rule 9 of the Takeover Code applies.                                                                                                                   
                                                          Rule 9 (if it were to apply to New STERIS) would contravene the articles unless the board determines otherwise. Unless the board determines otherwise, an acquisition                                                                                                                                                            
                                                          would also be a contravention where it was not made in accordance with any of Rules 4, 5, 6, 8, 9 or 11 of the Takeover Code if the Takeover Code had applied to New                                                                                                                                                             
                                                          STERIS.A contravention would, if the board so determines, result in any shares held by the relevant person(s) being disenfranchised, dividend rights in respect of such                                                                                                                                                          
                                                          shares being suspended, and/or transfers of such shares not being registered.Exception will apply to, without limitation:(a)  an acquisition permitted by the board or an                                                                                                                                                        
                                                          offer recommended by the board;(b)  a voluntary cash offer for the entire share capital of New STERIS made in accordance with the Takeover Code (if it had applied to New                                                                                                                                                        
                                                          STERIS);(c)  an acquisition previously approved in general meeting by shareholders who are independent of the acquirer and its concert parties.The board will have full                                                                                                                                                          
                                                          authority to determine the application of these provisions, including as to the application of the Takeover Code.                                                                                                                                                                                                                
 
 
Mandatory Offer Provisions 
 
Provisions based on those contained in Rule 9 of the Takeover Code such that
any person acquiring interests in shares which would breach any of the limits
contained in Rule 9 (if it were to apply to New STERIS) would contravene the
articles unless the board determines otherwise. Unless the board determines
otherwise, an acquisition would also be a contravention where it was not made
in accordance with any of Rules 4, 5, 6, 8, 9 or 11 of the Takeover Code if
the Takeover Code had applied to New STERIS.A contravention would, if the
board so determines, result in any shares held by the relevant person(s) being
disenfranchised, dividend rights in respect of such shares being suspended,
and/or transfers of such shares not being registered.Exception will apply to,
without limitation:(a)  an acquisition permitted by the board or an offer
recommended by the board;(b)  a voluntary cash offer for the entire share
capital of New STERIS made in accordance with the Takeover Code (if it had
applied to New STERIS);(c)  an acquisition previously approved in general
meeting by shareholders who are independent of the acquirer and its concert
parties.The board will have full authority to determine the application of
these provisions, including as to the application of the Takeover Code. 
 
Rule 9 of the Takeover Code applies. 
 
 1  Adjusted net income excludes the impact of amortization of purchased
intangible assets, acquisition related transaction and integration costs, and
certain other items identified in STERIS's quarterly press releases. 
 
 2  The statement that the Combination is earnings accretive should not be
construed as a profit forecast and is therefore not subject to the
requirements of Rule 28 of the Takeover Code. It should not be interpreted to
mean that the earnings per share in any future financial period will
necessarily match or be greater than those for the relevant preceding
financial period. 
 
 3  Adjusted net income excludes the impact of amortization of purchased
intangible assets, acquisition related transaction and integration costs, and
certain other items identified in STERIS's quarterly press releases. 
 
 4  The statement that the Combination is earnings accretive should not be
construed as a profit forecast and is therefore not subject to the
requirements of Rule 28 of the Takeover Code. It should not be interpreted to
mean that the earnings per share in any future financial period will
necessarily match or be greater than those for the relevant preceding
financial period. 
 
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