SYNERGY HEALTHCARE PLC RNS Numbe r : 6486Z S yne rg y He alth PLC
21 S e p te mbe r 20 15
21 Sept ember 2015
T HIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICAT ION OR DIST RIBUT ION, IN WHOLE OR IN PART, DIRECT LY OR INDIRECT LY IN OR INT O OR FROM ANY JURISDICT ION WHERE T O DO SO WOULD CONST IT UT E A VIOLAT ION OF T HE RELEVANT LAWS OF T HAT JURISDICT IONSYNERGY HEALT H PLC ("Synergy" or "t he Company")
Rec ommended Combinat ion of Synergy and ST ERIS Corporat ion ("ST ERIS") OFFER UPDAT E AND RECONVENING OF COURT MEET ING AND GENERAL MEET INGFurther to the announcements made by Synergy on 29 May and 10
June 2015 relating to STERIS and Synergy's intention to contest the
US Federal Trade Commission's ("FTC") attempt to block the
Combination, the Board of Synergy today provides an update on the
status of the proposed Combination.
On 29 May 2015, the FTC issued an administrative complaint, alleging that the Combination would violate US antitrust laws, and filed a complaint in the United States District Court for the Northern District of Ohio seeking a preliminary injunction to block the Combination pending an administrative trial. On 17-19 August 2015, the Honourable Dan Aaron Polster of the United States District Court for the Northern District of Ohio held an evidentiary hearing on the FTC's request for a preliminary injunction.
As at close of business on 18 September 2015 there has not yet been a decision on the FTC's request for a preliminary injunction. However, Synergy is now taking steps to convene the Reconvened Court Meeting and Reconvened General Meeting to facilitate a timely closing of the Combination in the event that the Court denies the FTC's request. The steps being taken to reconvene the meetings should not be taken by Shareholders as any indication of the likely decision of the Court. Synergy will make a further announcement once the decision of the Court is available.
If the Combination proceeds it has been agreed with STERIS that
Synergy will declare and pay a dividend of 15.8 pence per share
before the closing of the Combination.
Not ic es of t he Re-c onvened Meet ings
Notices re-convening the Court Meeting and the General Meeting are being posted today together with a supplementary circular to Synergy shareholders ("Supplementary Circular"). The Court Meeting is being reconvened for 10.00 am on Friday 2 October 2015 and the General Meeting for 10.10 am on Friday 2 October 2015, in each case at the offices of DLA Piper UK LLP, 3 Noble Street London EC2V
7EE. STERIS also intends to reschedule its shareholder meeting to the same date. A revised indicative timetable of principal events including the revised dates for the Scheme Court Hearing and the Reduction Court Hearing is included in the Supplementary Circular. It is anticipated that proposals to optionholders of Synergy will be posted around the end of September 2015.
Ext ens ion of Long St op Dat e
As previously announced the parties agreed (subject to the permission of the Court) to extend the long-stop date for completion of the Combination to 31 December 2015. Extension of the long- stop date is subject to UK Court approval, which will be sought as soon as reasonably practicable and the approval of the extension will be sought from Synergy Shareholders at the re-convened Court Meeting.
Proxies c ont inue t o be valid
Proxies already received from Synergy Shareholders will continue to be valid at the re-convened meetings. For any shareholders who want to alter proxy votes, detailed instructions are included in the Supplementary Circular. If any shareholders wish to alter their proxy votes ahead of receiving the Supplementary Circular they should contact Synergy's registrar, Computershare Investor Services PLC, on
0870 703 6273 (if calling from within the UK) or on +44870 703 6273 (if calling from outside the UK). Calls to the helpline number cost approximately 10 pence per minute plus network extras. Lines are open 9.00 a.m to 5.00 p.m. (London time) Monday to Friday. Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls made from mobile telephones. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Combination or the Offer nor give any financial, legal or tax advice.
For the purposes of the additional resolution to approve the extension of the Long Stop Date, any Synergy Shareholder who has completed a BLUE Form of Proxy and voted in favour of the Court- sanctioned scheme of arrangement under Part 26 of the Companies Act ("Scheme") will be deemed to have also voted in favour of the resolution to modify the Scheme to extend the Long Stop Date.
Synergy Shareholders who were not on the register of members as at the record date for the posting of the Circular to Synergy Shareholders relating to the Scheme and containing the Notice of Court Meeting and Notice of General Meeting ("Scheme Document") will also receive forms of proxy for use in relation to the Re-convened Court Meeting and the Re-convened General Meeting.
Capitalised terms used in this announcement shall, unless the context otherwise requires, have the same meanings as given to
them in the Scheme Document.
For Further Information:
Synergy Healt h plc | Tel: +44 (0) 1793 891 851 |
Dr Richard Steeves, Chief Executive | |
Gavin Hill, Finance Director |
Inves t ec
Patrick Robb, Gary Clarence Tel: +44 (0) 20 7597 5970
IMPO RT ANT NO T ES
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.
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the 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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
A copy of this announcement and other documents in connection with the Scheme will, subject to certain restrictions, be available for inspection on Synergy's website at www.synergyhealthplc.com. The contents of the website referred to in this announcement are not incorporated into, and do not form part of, this announcement.
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