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3M UK Holdings PLC04 October 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY ORINDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE AVIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION 4 October 2006 RECOMMENDED CASH OFFER OF 130 PENCE PER SHARE FOR BIOTRACE INTERNATIONAL PLC ("BIOTRACE") BY 3M UK HOLDINGS PLC ("3M"), ADVISED BY UBS INVESTMENT BANK Summary • The boards of 3M and Biotrace are pleased to announce that they havereached agreement on the terms of a recommended cash offer of 130 pence perBiotrace Share for the entire issued and to be issued share capital of Biotrace. • The Offer values the entire issued and to be issued share capital ofBiotrace at approximately £52 million. • Under the terms of the Offer, Biotrace Shareholders will retain theright to receive the Interim Dividend of 0.55 pence per Biotrace Share for thesix months ended 30 June 2006 announced on 6 September 2006. • 3M Company (the ultimate parent company of 3M UK Holdings plc) is adiversified technology group with a global presence in a wide variety ofbusinesses including health care; industrial; display and graphics; consumer andoffice; safety, security and protection services; electronics andtelecommunications; and transportation. In particular, 3M provides globalpresence and a range of microbiological tests to the food, beverage and dairymarkets. • Biotrace is a leading manufacturer and supplier of industrialmicrobiology products. Headquartered in Bridgend, UK, Biotrace specialises inthe development and manufacture of rapid tests and laboratory consumables forenvironmental monitoring and quality control in a wide range of industrial anddefence applications. • The Offer represents: - a premium of approximately 32.7 per cent. to the Closing Price of 98pence per Biotrace Share on 14 September 2006, being the last Business Day priorto the announcement by Biotrace that it had received a number of preliminaryapproaches for the Company; - a premium of approximately 46.2 per cent. to the average Closing Price of88.9 pence per Biotrace Share for the three months ended on 14 September 2006,being the last Business Day prior to the announcement by Biotrace that it hadreceived a number of preliminary approaches for the Company; and - a premium of approximately 16.1 per cent. to the Closing Price of 112pence per Biotrace Share on 3 October 2006, being the last Business Day prior tothe date of this announcement. • The directors of Biotrace, who have been so advised by Numis, considerthe terms of the Offer to be fair and reasonable. In providing its advice,Numis has taken into account the commercial assessments of the directors ofBiotrace. Accordingly, the directors of Biotrace will unanimously recommend toBiotrace Shareholders that they accept the Offer, as they have themselvesirrevocably undertaken to do (or procure to be done) in respect of their ownbeneficial holdings of 2,822,915 Biotrace Shares in aggregate, representingapproximately 7.2 per cent. of the issued share capital of Biotrace. • Irrevocable undertakings have been received by 3M from LiontrustInvestment Services Ltd in respect of 4,489,648 Biotrace Shares, from MorleyFund Management Limited in respect of 3,072,420 Biotrace Shares and from AXAFramlington Investment Management Ltd in respect of 2,167,213 Biotrace Shares. • In addition, 3M has received written confirmation of intention toaccept the Offer from Schroder Investment Management Limited in respect of2,360,000 Biotrace Shares. • Accordingly, 3M has received undertakings in respect of, in aggregate,14,912,196 Biotrace Shares, representing approximately 37.9 per cent. ofBiotrace's issued share capital. • The combination of Biotrace and 3M will bring together Biotrace'sexpertise in the manufacture and supply of industrial microbiology products with3M's innovative strength and global reach in order to deliver benefits to bothbusinesses' current and future customers and stakeholders. • Biotrace offers a strong strategic fit with 3M through its food andenvironmental safety products and technologies, which are highly complementaryto 3M's existing business in food quality and safety. Chuck Kummeth, Division Vice President, 3M Medical Division, commenting on theOffer said: "We believe that this offer represents excellent value for Biotrace'sshareholders and a unique opportunity to accelerate the Company's expansion intonew markets. Biotrace's expertise in industrial microbiology combined with 3M'sgreater scale and global reach will create value enhancing opportunities for allstakeholders." Ian Johnson, CEO of Biotrace, commenting on behalf of Biotrace said: "After careful consideration, we are pleased to announce we are unanimouslyrecommending the Offer, which we believe is attractive for Biotrace Shareholdersas it provides them with an immediate and certain opportunity to realise theirinvestment in cash at an attractive premium." Enquiries: 3M Bruce Jermeland (Manager of Investor Relations) Tel: +1 651 733 1807 Matt Ginter (Vice President Investor Relations & Financial Planning) Tel: +1 651 733 8206 UBS Investment Bank (Financial adviser to 3M) Aidan Clegg Tel: +44 (0)20 7568 0000 Nik Morandi Financial Dynamics (PR adviser to 3M) Andrew Dowler Tel: +44 (0)20 7831 3113 Anna Keeble Biotrace Terence Clements (Chairman) Tel: +44 (0)1656 641 492 Ian Johnson (Chief Executive) Numis (Financial adviser and corporate broker to Biotrace) Michael Meade Tel: +44 (0)20 7776 1500 James Black Buchanan Communications (PR adviser to Biotrace) Tim Anderson Tel: +44 (0)20 7466 5000 James Strong The above summary should be read in conjunction with, and is subject to, thefull text of this announcement. Terms used in the summary have the meaninggiven to them in Appendix III to this announcement. UBS, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is acting exclusively for 3M and no one else in connectionwith the Offer and will not be responsible to anyone other than 3M for providingthe protections afforded to its customers or for providing advice in relation tothe Offer, the contents of this announcement or any transaction or arrangementreferred to herein. Numis, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is acting exclusively for Biotrace and no one else inconnection with the Offer and will not be responsible to anyone other thanBiotrace for providing the protections afforded to its customers or forproviding advice in relation to the Offer, the contents of this announcement orany transaction or arrangement referred to herein. This announcement is not intended to and does not constitute, or form any partof, any offer to sell or any solicitation of any offer to purchase or subscribefor any securities or the solicitation of any vote or approval in anyjurisdiction. Any acceptance or other response to the Offer should be made onlyon the basis of the information contained or referred to in the Offer Documentand the Form of Acceptance. The laws of relevant jurisdictions may affect theavailability of the Offer to persons not resident in the United Kingdom.Persons who are not resident in the United Kingdom, or who are subject to thelaws of any jurisdiction other than the United Kingdom, should inform themselvesabout and observe any applicable legal or regulatory requirements of theirjurisdiction. The Offer Document will be available for public inspection andwill also be posted on 3M's website. Unless otherwise determined by 3M, the Offer will not be made, directly orindirectly, in, into or from or by the use of mails of, or by any means ofinstrumentality (including, without limitation, telephonically orelectronically) of interstate or foreign commerce of, or through any facilitiesof a national securities exchange of any jurisdiction if to do so wouldconstitute a violation of the relevant laws of such jurisdiction and the Offer,when made, should not be accepted by any such use, means, instrumentality orfacilities or from or within any such jurisdiction. Accordingly, copies of thisannouncement are not being, and must not be, mailed or otherwise forwarded,distributed or sent in, into or from any jurisdiction if to do so wouldconstitute a violation of the relevant laws of such jurisdiction and personsreceiving this announcement (including, without limitation, custodians, nomineesand trustees) must not mail or otherwise forward, distribute or send it in, intoor from any such jurisdiction. Doing so may render invalid any purportedacceptance of the Offer. In accordance with normal UK market practice, 3M or its nominees or brokers(acting as agents) may from time to time make certain purchases of, orarrangements to purchase, Biotrace Shares, other than pursuant to the Offer,before or during the period in which the Offer remains open for acceptance.These purchases may occur either in the open market at prevailing prices or inprivate transactions at negotiated prices. Any information about such purchaseswill be disclosed as required in the UK. Forward-looking statements This announcement, including information included or incorporated by referencein this announcement, may contain "forward-looking statements" concerning theOffer, 3M and Biotrace. Generally, the words "will", "may", "should", "could","would", "can", "continue", "opportunity", "believes", "expects", "intends", "anticipates", "estimates" or similar expressions identify forward-lookingstatements. The forward-looking statements involve risks and uncertainties thatcould cause actual results to differ materially from those expressed in theforward-looking statements. Forward-looking statements include statementsrelating to the following: (i) future capital expenditures, expenses, revenues,earnings, synergies, economic performance, indebtedness, financial condition,dividend policy, losses and future prospects; (ii) business and managementstrategies and the expansion and growth of 3M's or Biotrace's operations andpotential synergies resulting from the Offer; and (iii) the effects ofgovernment regulation on 3M's or Biotrace's business. Many of these risks anduncertainties relate to factors that are beyond the companies' abilities tocontrol or estimate precisely, such as future market conditions and thebehaviours of other market participants, and therefore undue reliance should notbe placed on such statements. 3M and Biotrace disclaim any obligation in respectof, and do not intend to update, these forward-looking statements, except asrequired pursuant to applicable law. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Biotrace, all "dealings" in any "relevant securities" ofBiotrace (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 p.m. (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the date onwhich the Offer becomes, or is declared, unconditional as to acceptances, lapsesor is otherwise withdrawn or on which the "offer period" otherwise ends. If twoor more persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" ofBiotrace, they will be deemed to be a single person for the purposes of Rule 8.3of the City Code. Under the provision of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Biotrace by 3M or Biotrace or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referred to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8 of the City Code, you shouldconsult the Panel. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY ORINDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE AVIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION 4 OCTOBER 2006 RECOMMENDED CASH OFFER OF 130 PENCE PER SHARE FOR BIOTRACE INTERNATIONAL PLC ("BIOTRACE") BY 3M UK HOLDINGS PLC ("3M"), ADVISED BY UBS INVESTMENT BANK 1. Introduction The boards of 3M and Biotrace are pleased to announce that they have reachedagreement on the terms of a recommended cash offer of 130 pence per BiotraceShare for the entire issued and to be issued share capital of Biotrace. The directors of Biotrace will unanimously recommend to Biotrace Shareholdersthat they accept the Offer. 2. Offer Under the Offer, which will be on and subject to the terms and conditions setout below and in Appendix I to this announcement and to be set out in the OfferDocument and the Form of Acceptance, Biotrace Shareholders will receive: 130 pence in cash for each Biotrace Share The Offer values the entire issued and to be issued share capital of Biotrace atapproximately £52 million. Under the terms of the Offer, Biotrace Shareholders will retain the right toreceive the Interim Dividend of 0.55 pence per Biotrace Share for the six monthsended 30 June 2006 announced on 6 September 2006. The Offer represents: • a premium of approximately 32.7 per cent. to the Closing Price of 98pence per Biotrace Share on 14 September 2006, being the last Business Day priorto the announcement by Biotrace that it had received a number of preliminaryapproaches for the Company • a premium of approximately 46.2 per cent. to the average Closing Priceof 88.9 pence per Biotrace Share for the three months ended on 14 September2006, being the last Business Day prior to the announcement by Biotrace that ithad received a number of preliminary approaches for the Company; and • a premium of approximately 16.1 per cent. to the Closing Price of 112pence per Biotrace Share on 3 October 2006, being the last Business Day prior tothe date of this announcement. Biotrace Shares will be acquired fully paid and free from all liens, charges,equitable interests, encumbrances, rights of pre-emption and other third partyrights or interests and together with all rights attaching thereto, includingwithout limitation the right to receive all dividends and other distributions(if any) announced, declared, made or paid after the date of this announcement(save for the Interim Dividend). 3. Recommendation The directors of Biotrace, who have been so advised by Numis, consider the termsof the Offer to be fair and reasonable. In providing its advice, Numis hastaken into account the commercial assessments of the directors of Biotrace.Accordingly, the directors of Biotrace will unanimously recommend to BiotraceShareholders that they accept the Offer as they have themselves irrevocablyundertaken to do (or procure to be done) in respect of their own beneficialholdings of 2,822,915 Biotrace Shares in aggregate, representing approximately7.2 per cent. of the issued share capital of Biotrace. 4. Reasons for the Offer 3M believes that Biotrace offers a strong strategic fit with and complementaryproduct offering to 3M through its established position in providing hygienemonitoring and microbiological tests to the food, beverage and dairy sectors.Biotrace will also give 3M improved access to the growing defence-relatedmicrobiology sector, including the development and manufacture ofdefence-critical reagents. 3M believes that the combination of Biotrace's expertise in the manufacture andsupply of industrial microbiology products with 3M's global reach will deliverbenefits to both businesses' current and future customers and stakeholders.Moreover, the combination with 3M will increase Biotrace's product offering andtechnical know-how. 5. Background to and reasons for recommending the Offer Background In recent years, Biotrace has successfully built a leading platform inindustrial microbiology products, and as a result the customer base of theCompany has been expanded and the product offering broadened. Recentacquisitions, most notably MicroSafe in September 2005 and Target Diagnosticasrl in March 2006, have significantly expanded the Company's presence in thepharmaceutical market, and have enabled Biotrace to develop a global saleschannel for industrial diagnostics. In addition, the disposal of the Ruskinn Life Sciences business in February 2006has further enabled the Company to concentrate on its core industrial markets.The management team has also been committed to driving organic growth bycontinuing to invest in new product development and by building a sizeable salesplatform. Despite continuing challenging trading conditions in certain regionsand market segments, Biotrace has made steady progress towards achieving itsobjectives. As a result of the restructuring initiatives taken since 2005, the Company nowhas direct control of many of its major markets, a wider customer base and amore predictable recurring revenue stream. While the Directors believe thatfurther opportunities lie ahead to continue building the Group, both organicallyand through acquisitions, they recognise that such expansionary growth carriessignificant risks, which make the certain cash exit represented by the Offermore attractive to Biotrace Shareholders. Offer discussions On 15 September 2006, following press speculation, the Company announced that ithad received a number of preliminary approaches which may or may not lead to anoffer being made for the Company. By this time the Board of Biotrace hadalready held initial discussions with a number of interested parties and hadreceived indications of interest from them. Of the indications of interest received, the best proposal was from 3M, and as aresult the Board of Biotrace entered into exclusive discussions with 3M to allowit to finalise its due diligence investigations. Whilst certain other partieshave continued to express an interest in the Company, no other firm proposal hasbeen received by the Board of Biotrace. Accordingly, the Board of Biotracebelieves that the Offer from 3M of 130 pence per Biotrace Share provides both anattractive premium and certainty of value today for Biotrace Shareholders. The Offer The Offer of 130 pence per Biotrace Share provides Biotrace Shareholders with anopportunity to realise their investment in the Company for a cash premium ofapproximately 32.7 per cent. over the Closing Price of 98 pence per BiotraceShare on 14 September 2006, being the last business day prior to theannouncement by Biotrace that it was in discussions which may or may not lead toan offer for the entire issued and to be issued share capital of the Company. The directors of Biotrace believe that Biotrace will benefit significantly frombeing part of the 3M Group. In particular, 3M has the financial resources andmanagerial expertise to invest actively in the future development of thebusiness. Furthermore, 3M intends to broaden the activities of Biotrace throughadditional and complementary product lines, and through a greater internationalreach of operations. 6. Irrevocable Undertakings The directors of Biotrace have irrevocably undertaken to accept (or procure toaccept) the Offer in respect of their own beneficial holdings of 2,822,915Biotrace Shares, in aggregate, respresenting approximately 7.2 per cent. of theissued share capital of Biotrace. These irrevocable undertakings will remainbinding in the event of a competing offer being made for Biotrace and will ceaseto be binding only if the Offer closes, lapses or is withdrawn. 3M has received irrevocable undertakings from Liontrust Investment Services Ltdin respect of 4,489,648 Biotrace Shares, from Morley Fund Management Limited inrespect of 3,072,420 Biotrace Shares and from AXA Framlington InvestmentManagement Ltd in respect of 2,167,213 Biotrace Shares. These irrevocableundertakings will cease to be binding if a Higher Competing Offer is made forthe Biotrace Shares, or if the Offer lapses or is withdrawn. In addition, 3M has received written confirmation of intention to accept theOffer from Schroder Investment Management Limited in respect of 2,360,000Biotrace Shares. Accordingly, 3M has received irrevocable undertakings in respect of, inaggregate, 12,552,196 Biotrace Shares, representing approximately 31.9 per cent.of Biotrace's issued share capital, and confirmation of intention to accept theOffer in respect of, in aggregate, 2,360,000 Biotrace shares, representingapproximately 6.0 per cent. of Biotrace's issued share capital. 7. Information on the 3M Group 3M Company (the ultimate parent company of 3M UK Holdings plc), was formerlyknown as Minnesota Mining and Manufacturing Company, and was incorporated in1929 under the laws of the State of Delaware, to continue operations begun in1902. The common stock of 3M Company is listed and traded on the New York StockExchange, Inc., the Pacific Stock Exchange, Inc and the Chicago Stock Exchange,Inc., and is also traded on the SWX Swiss Exchange. The total marketcapitalisation of 3M Company is approximately US$56 billion. 3M UK Holdings plc was also originally incorporated in 1929 and is the principalholding company for the group's UK businesses. 3M Group is a diversified technology group with a global presence in thefollowing businesses: health care; industrial; display and graphics; consumerand office; safety, security and protection services; electronics andtelecommunications; and transportation. In particular, 3M Group provides a widerange of capabilities and products in the health, personal and environmentalsafety and the security sectors, across a broad range of end uses, including theprovision of medical, surgical, dental and orthodontic products, healthinformation systems, pharmaceuticals, and other health care products, and,drawing on its technology platforms, 3M Group also provides a wide range ofsafety and security solutions including manufactured product testing, hygieneservices and innovative products in the fields of security and defence. 8. Information on Biotrace Biotrace is a leading manufacturer and supplier of industrial microbiologyproducts. Headquartered in Bridgend, UK, Biotrace specialises in the developmentand manufacture of rapid tests and laboratory consumables for environmentalmonitoring and quality control in a wide range of industrial and defenceapplications. The Company is organised into three business segments: • Food & Environmental, which consists of a wide portfolio ofmicrobiology products for food, beverage, dairy, water quality and industrialprocessing customers. Products include rapid hygiene monitoring systems,pathogen detection kits, sampling devices and culture media; • Pharmaceutical, Personal Care & Cosmetics, which offers a range of ownmanufactured air samplers and prepared culture media for the monitoring of cleanroom facilities; and • Defence, providing biological weapon detection equipment andconsumables. Biotrace is a strategic supplier to the UK MoD and to a number offoreign governments and defence organisations. 9. Financing for the Offer 3M expects to fund the aggregate consideration payable under the Offer fromavailable cash resources. UBS, financial adviser to 3M, is satisfied that thenecessary financial resources are available to 3M to enable it to satisfy infull the consideration payable by 3M under the terms of the Offer. 10. Non-solicitation, matching right and inducement fee 3M has entered into an arrangement with Biotrace under which Biotrace hasundertaken, among other things: • from the time 3M announces the Offer to the time the Offer closes,lapses or is withdrawn (whichever is earlier), not to directly or indirectly:(a) solicit or (except where required by the fiduciary duties of the BiotraceDirectors or by their duties under the Code and, in each case, only in responseto an unsolicited approach) encourage any person other than 3M to make any offerfor any shares or other securities of Biotrace or to indicate the basis on whichany such offer might be made or enter into discussions relating to any possibleoffer; (b) (except where required by the fiduciary duties of the BiotraceDirectors or by their duties under the Code and, in each case, only in responseto an unsolicited approach) enter into any discussions with, or provide anyinformation to, any person who is considering making such an offer; or (c)(except where required by the fiduciary duties of the Biotrace Directors or bytheir duties under the Code) otherwise take any action which is designed orintended to be prejudicial to the successful outcome of the Offer or which wouldor might reasonably be expected to have the effect of preventing any of theterms or conditions of the Offer from being fulfilled (and in particular, butwithout limitation, Biotrace is obliged to comply with General Principle 3 andRule 21 of the Code); • to notify 3M promptly (and in any event within one day) of anyapproach made to Biotrace in relation to any Superior Proposal or CompetingProposal and, in the case of a Superior Proposal, to provide 3M with reasonabledetails of the terms proposed, including, without limitation, as to price,timetable and conditionality (although Biotrace is under no obligation todisclose the identity of the third party making such Competing Proposal orSuperior Proposal); • not to accept, recommend, approve or enter into any agreement for theimplementation of a Superior Proposal and not to withhold, withdraw, qualify,change or modify its recommendation in respect of the Offer in each case untilthe earlier of: (a) 3M having failed, within 48 hours of receiving reasonabledetails of the Superior Proposal and its terms to confirm to Biotrace in writingits intention to increase the Offer to a price per share equal to or greaterthan that offered under the Superior Proposal; or (b) 3M having failed toannounce such increase within five days of receiving reasonable details of theSuperior Proposal and its terms; • to pay the sum of £250,000 plus VAT (if any) to 3M if: (a) the board of Directors of Biotrace do not recommend on a unanimous andunqualified basis that the shareholders of Biotrace accept the Offer orwithdraw, qualify, change or modify such recommendation, in each case other thanwhere 3M has, with the written consent of the Panel, reduced its Offer to belowthe level set out in the Press Announcement or has, with the consent of thePanel, otherwise modified the terms of its Offer in a manner which is materiallyadverse to Biotrace's shareholders; or (b) a Competing Proposal (or any amendment, variation or revision of suchproposal) is both (i) announced prior to the date upon which the Offer lapses oris withdrawn by 3M or becomes or is declared to be wholly unconditional or iscompleted, and (ii) such Competing Proposal subsequently becomes or is declaredwholly unconditional or is completed; and • not to pay any form of inducement, break, compensation or similar feewith respect to any Competing Proposal. Nothing in the inducement fee agreement obliges Biotrace to pay any amount to 3Mwhich the Panel determines would not be permitted by Rule 21.2 of the City Code. 11. Management and employees 3M attaches great importance to the skills, experience and industry knowledge ofthe existing management and employees of Biotrace, who have contributed toBiotrace's success to date, and whom 3M would anticipate playing an importantrole in the development of the enlarged business. Accordingly, it is 3M'sintention to continue to retain as far as reasonably practicable Biotrace'sexisting operating and employment structure. Following the Offer becoming or being declared unconditional in all respects,the existing employment rights of the employees of Biotrace will be safeguarded. 12. Biotrace Share Option Schemes The Offer will extend to any Biotrace Shares issued or unconditionally allottedprior to the date on which the Offer closes (or such earlier date or dates as 3Mmay, in accordance with the City Code, decide) as a result of the exercise ofoptions granted under any of the Biotrace Share Option Schemes. To the extent such options have not been exercised, it is intended thatappropriate proposals will be made to Biotrace Optionholders, subject to theOffer becoming or being declared unconditional in all respects. 13. Payment in lieu of options Each of Ian Johnson, Peter Morgan and Tony Newton were entitled earlier in theyear to a grant of options under the Biotrace International plc Non-ApprovedExecutive Share Option Scheme. However, following the Company receivingindications of interest from a number of parties, Biotrace was not able to grantsuch options to these individuals as anticipated due to regulatory and legalreasons. It has therefore been proposed by the Biotrace remuneration committee,and agreed by the Board of Biotrace, to pay each of the individuals a cash sumto put them in the position they would have been in had the options been grantedand exercised in accordance with the terms of the Offer. These arrangementshave been consented to by 3M and the Panel on an ex parte basis. Accordingly,Biotrace has agreed to pay the following amounts upon the Offer becomingunconditional as to acceptances: (i) Ian Johnson, £43,500 in lieu of 100,000share options; (ii) Peter Morgan, £43,500 in lieu of 100,000 share options; and(iii) Tony Newton, £21,750 in lieu of 50,000 share options. 14. Disclosure of interests in Biotrace Neither 3M, nor any director of 3M, nor, so far as the directors of 3M areaware, any person acting in concert with 3M, is interested in or has any rightsto subscribe for any Biotrace Shares nor does any such person have anyarrangement in relation to Biotrace Shares. For these purposes, "arrangement"includes any agreement to sell or any delivery obligation or right to requireanother person to purchase or take delivery and borrowing or lending of BiotraceShares. An "arrangement" also includes any indemnity or option arrangement, anyagreement or understanding, formal or informal, of whatever nature, relating toBiotrace Shares which may be an inducement to deal or refrain from dealing insuch securities. "Interest" includes any long economic exposure, whetherconditional or absolute, to changes in the price of securities and a person istreated as having an "interest" by virtue of the ownership or control ofsecurities, or by virtue of any option in respect of, or derivative referencedto, securities. In view of the requirement for confidentiality, 3M has not made enquiries ofcertain persons who may be deemed by the City Code to be acting in concert withit for the purpose of the Offer. 15. Compulsory acquisition, de-listing and re-registration If 3M receives acceptances of the Offer in respect of, and/or otherwiseacquires, 90 per cent. or more of the Biotrace Shares to which the Offer relatesand assuming all other conditions of the Offer have been satisfied or waived (ifthey are capable of being waived), 3M intends to exercise its rights pursuant tothe provisions of Schedule 2 to the Takeovers Directive (Interim Implementation)Regulations 2006 to acquire the remaining Biotrace Shares to which the Offerrelates on the same terms as the Offer. Assuming the Offer becomes or is declared unconditional in all respects andsubject to any applicable requirements of the Financial Services Authority, 3Mintends to procure the making of applications by Biotrace to the FinancialServices Authority for the cancellation of the listing of the Biotrace Shares onthe Official List and to the London Stock Exchange for the cancellation ofadmission to trading of Biotrace Shares on its market for listed securities. Ifthis de-listing and cancellation occurs, it will significantly reduce theliquidity and marketability of any Biotrace Shares not assented to the Offer.It is anticipated that the de-listing and cancellation of admission to tradingwill take effect no earlier than the expiry of 20 Business Days after the dateupon which the Offer becomes or is declared unconditional in all respects (andsubject to 3M acquiring or agreeing to acquire issued share capital in Biotracecarrying 75 per cent. or more of the voting rights of Biotrace in accordancewith paragraph 5.2 of the Listing Rules). It is currently intended that, following the Offer becoming or being declaredunconditional in all respects and after the cancellation of the listing of theBiotrace Shares on the Official List and the cancellation of admission totrading of Biotrace Shares on the London Stock Exchange's market for listedsecurities, Biotrace will be re-registered as a private company under therelevant provisions of the Companies Act. 16. Other The Offer Document and Form of Acceptance will be posted to BiotraceShareholders and, for information only, to participants in the Biotrace ShareOption Schemes as soon as practicable and, in any event, (save with the consentof the Panel) within 28 days of the date hereof. The full terms and conditionsof the Offer will be set out in the Offer Document and Form of Acceptance. Indeciding whether or not to accept the Offer, Biotrace Shareholders should relyon the information contained in, and follow the procedures described in, theOffer Document and Form of Acceptance. The availability of the Offer to persons not resident in the UK may be affectedby the laws of their relevant jurisdiction. Any persons who are subject to thelaws of any jurisdiction other than the UK should inform themselves about andobserve any applicable legal or regulatory requirements of their jurisdiction.Further details in relation to overseas shareholders will be contained in theOffer Document. The Offer will be governed by English law and will be subject to the exclusivejurisdiction of the English courts. The Offer will be subject to the applicablerequirements of the City Code, the Panel, the London Stock Exchange, the UKListing Authority and other legal or regulatory requirements. Appendix I sets out the conditions and certain further terms of the Offer.Appendix II contains source notes relating to certain information contained inthis announcement. Certain terms used in this announcement are defined inAppendix III to this announcement. Enquiries: 3M Bruce Jermeland (Manager of Investor Relations) Tel: +1 651 733 1807 Matt Ginter (Vice President Investor Relations & Financial Planning) Tel: +1 651 733 8206 UBS Investment Bank (Financial adviser to 3M) Aidan Clegg Tel: +44 (0)20 7568 0000 Nik Morandi Financial Dynamics (PR adviser to 3M) Andrew Dowler Tel: +44 (0)20 7831 3113 Anna Keeble Biotrace Terence Clements (Chairman) Tel: +44 (0)1656 641 492 Ian Johnson (Chief Executive) Numis (Financial adviser and corporate broker to Biotrace) Michael Meade Tel: +44 (0)20 7776 1500 James Black Buchanan Communications (PR adviser to Biotrace) Tim Anderson Tel: +44 (0)20 7466 5000 James Strong UBS, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is acting exclusively for 3M and no one else in connectionwith the Offer and will not be responsible to anyone other than 3M for providingthe protections afforded to its customers or for providing advice in relation tothe Offer, the contents of this announcement or any transaction or arrangementreferred to herein. Numis, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is acting exclusively for Biotrace and no one else inconnection with the Offer and will not be responsible to anyone other thanBiotrace for providing the protections afforded to its customers or forproviding advice in relation to the Offer, the contents of this announcement orany transaction or arrangement referred to herein. This announcement is not intended to and does not constitute, or form any partof, any offer to sell or any solicitation of any offer to purchase or subscribefor any securities or the solicitation of any vote or approval in anyjurisdiction. Any acceptance or other response to the Offer should be made onlyon the basis of the information contained or referred to in the Offer Documentand the Form of Acceptance. The laws of relevant jurisdictions may affect theavailability of the Offer to persons not resident in the United Kingdom.Persons who are not resident in the United Kingdom, or who are subject to thelaws of any jurisdiction other than the United Kingdom, should inform themselvesabout and observe any applicable legal or regulatory requirements of theirjurisdiction. The Offer Document will be available for public inspection andwill also be posted on 3M's website. Unless otherwise determined by 3M, the Offer will not be made, directly orindirectly, in, into or from or by the use of mails of, or by any means ofinstrumentality (including, without limitation, telephonically orelectronically) of interstate or foreign commerce of, or through any facilitiesof a national securities exchange of any jurisdiction if to do so wouldconstitute a violation of the relevant laws of such jurisdiction and the Offer,when made, should not be accepted by any such use, means, instrumentality orfacilities or from or within any such jurisdiction. Accordingly, copies of thisannouncement are not being, and must not be, mailed or otherwise forwarded,distributed or sent in, into or from any jurisdiction if to do so wouldconstitute a violation of the relevant laws of such jurisdiction and personsreceiving this announcement (including, without limitation, custodians, nomineesand trustees) must not mail or otherwise forward, distribute or send it in, intoor from any such jurisdiction. Doing so may render invalid any purportedacceptance of the Offer. In accordance with normal UK market practice, 3M or its nominees or brokers(acting as agents) may from time to time make certain purchases of, orarrangements to purchase, Biotrace Shares, other than pursuant to the Offer,before or during the period in which the Offer remains open for acceptance.These purchases may occur either in the open market at prevailing prices or inprivate transactions at negotiated prices. Any information about such purchaseswill be disclosed as required in the UK. Forward-looking statements This announcement, including information included or incorporated by referencein this announcement, may contain "forward-looking statements" concerning theOffer, 3M and Biotrace. Generally, the words "will", "may", "should", "could","would", "can", "continue", "opportunity", "believes", "expects", "intends", "anticipates", "estimates" or similar expressions identify forward-lookingstatements. The forward-looking statements involve risks and uncertainties thatcould cause actual results to differ materially from those expressed in theforward-looking statements. Forward-looking statements includes statementsrelating to the following: (i) future capital expenditures, expenses, revenues,earnings, synergies, economic performance, indebtedness, financial condition,dividend policy, losses and future prospects; (ii) business and managementstrategies and the expansion and growth of 3M's or Biotrace's operations andpotential synergies resulting from the Offer; and (iii) the effects ofgovernment regulation on 3M's or Biotrace's business. Many of these risks anduncertainties relate to factors that are beyond the companies' abilities tocontrol or estimate precisely, such as future market conditions and thebehaviours of other market participants, and therefore undue reliance should notbe placed on such statements. 3M and Biotrace disclaim any obligation in respectof, and do not intend to update, these forward-looking statements, except asrequired pursuant to applicable law. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Biotrace, all "dealings" in any "relevant securities" ofBiotrace (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 p.m. (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the date onwhich the Offer becomes, or is declared, unconditional as to acceptances, lapsesor is otherwise withdrawn or on which the "offer period" otherwise ends. If twoor more persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" ofBiotrace, they will be deemed to be a single person for the purposes of Rule 8.3of the City Code. Under the provision of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Biotrace by 3M or Biotrace or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referred to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8 of the City Code, you shouldconsult the Panel. APPENDIX I CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER The Offer, which will be made by 3M or a wholly-owned subsidiary of 3M, willcomply with the rules and regulations of the Financial Services Authority andthe City Code. Part A: Conditions of the Offer The Offer will be subject to the following conditions: (a) valid acceptances being received (and not, where permitted, withdrawn)by not later than 1.00 p.m. on the first closing date of the Offer (or suchlater time(s) and/or date(s) as 3M may, with the consent of the Panel or inaccordance with the City Code, decide) in respect of not less than 90 per cent.(or such lower percentage as 3M may decide) of the Biotrace Shares to which theOffer relates provided that this condition shall not be satisfied unless 3M and/or any of its wholly-owned subsidiaries shall have acquired or agreed toacquire, whether pursuant to the Offer or otherwise, Biotrace Shares carrying inaggregate more than 50 per cent. of the voting rights then normally exercisableat general meetings of Biotrace. For the purposes of this condition: (i) the Biotrace Shares which have been unconditionally allotted but notissued before the Offer becomes or is declared unconditional as to acceptances,whether pursuant to the exercise of any outstanding subscription or conversionrights or otherwise, shall be deemed to carry the voting rights they will carryon being entered into the register of members of Biotrace; (ii) the expression "Biotrace Shares to which the Offer relates" shall beconstrued in accordance with Schedule 2 to the Takeovers Directive (InterimImplementation) Regulations 2006; and (iii) valid acceptances shall be deemed to have been received in respect ofthe Biotrace Shares which are treated with the purposes of paragraph 2(15) ofSchedule 2 of the Takeovers Directive (Interim Implementation) Regulations 2006as having been acquired or contracted to be acquired by 3M by virtue ofacceptances of the Offer; (b) insofar as the proposed acquisition of Biotrace is referred to theEuropean Commission under Article 4(5) or Article 22 of Council Regulation (EC)139/2004 (as amended) (the "Merger Regulation"): (i) the European Commission having issued a decision indicating, onterms reasonably satisfactory to 3M, that it does not intend to initiateproceedings under Article 6(1)(c) of the Merger Regulation in respect of theproposed acquisition of Biotrace by 3M (or any part thereof), or a decisionbeing deemed to have been taken under Article 10(6) of the Merger Regulation;and (ii) no indication having been made that a member state and/or party tothe Agreement on the European Economic Area (the "EEA Agreement") may takeappropriate measures to protect legitimate interests pursuant to Article 21(4)of the Merger Regulation (or Article 7(1) of the EEA Agreement, as the case maybe) in relation to the proposed acquisition of Biotrace by 3M or any aspect ofsuch acquisition; (c) insofar as the proposed acquisition of Biotrace by 3M is not subject toreview under the Merger Regulation, (i) it being established in terms satisfactory to 3M that the Office ofFair Trading in the United Kingdom (the "OFT") does not intend to refer theproposed acquisition of Biotrace by 3M or any matter arising from the proposedacquisition of Biotrace by 3M to the Competition Commission for investigation;and (ii) Approval under the German Act against Restraints of Competition(Gesetz gegen Wettbewerbsbeschrankungen) from the German Federal Cartel Office(Bundeskartellamt) having been obtained or the applicable waiting periods underthe German Act against Restraints of Competition having expired or beenterminated without action from the German Federal Cartel Office. (d) all filings, approvals or expiration or termination of any applicablewaiting periods under competition or trade regulation laws in jurisdictions inwhich such filings, approvals or expiration or termination are required by lawto be made, obtained or expired or terminated in respect of the proposedacquisition of Biotrace by 3M and the proposed acquisition of any shares in, orcontrol of, Biotrace by 3M having been made, obtained or expired or terminated; (e) (i) the Secretary of State for Trade and Industry inthe United Kingdom (the "Secretary of State") not having indicated that heintends to issue an intervention notice or a special intervention notice to theOFT under sections 42 or 59 (respectively) of the Enterprise Act 2002 in respectof the Offer or any matter arising therefrom; or (ii) where the Secretary of State has issued an intervention notice or aspecial intervention notice to the OFT under sections 42 or 59 (respectively) ofthe Enterprise Act 2002 in respect of the Offer or any matter arising therefrom,the matters to which the said notice relates being finally determined within themeaning of sections 43(4) or 60(4) (respectively) of the Enterprise Act 2002without any enforcement action being taken by the Secretary of State; or (iii) where the Secretary of State has issued an intervention notice or aspecial intervention notice to the OFT under sections 42 or 59 (respectively) ofthe Enterprise Act 2002 in respect of the Offer or any matter arising therefrom,3M agreeing to give such undertakings to the Secretary of State as 3M reasonablyconsiders acceptable and such undertakings being accepted by the Secretary ofState under paragraph 3 of Schedule 7 of the Enterprise Act 2002; or (iv) the Secretary of State not having referred the Offer or any aspectthereof to the Competition Commission under sections 45 or 62 (respectively) ofthe Enterprise Act 2002; (f) all authorisations, orders, recognition, grants, consents, licences,confirmations, clearances, permissions and approvals which are reasonablynecessary or appropriate for or in respect of the Offer and the proposedacquisition of any shares in, or control of, Biotrace by 3M having been obtainedin a form reasonably satisfactory to 3M and all such authorisations, orders,recognitions, grants, consents, licences, confirmations, clearances, permissionsand approvals remaining in full force and effect and there being no notice orintimation of any intention to revoke any of the same at the time at which theOffer becomes otherwise unconditional; (g) Save as fully and fairly disclosed in writing by Biotrace to 3M prior tothe date hereof, there being no provision of any agreement, arrangement,licence, permit, lease or other instrument to which any member of the WiderBiotrace Group is a party or by or to which any such member or any of its assetsmay be bound, entitled or subject, or any circumstance which in each case as aconsequence of the Offer or the proposed acquisition of any shares or othersecurities in Biotrace or because of a change in the control or management ofthe Wider Biotrace Group or otherwise, could or might reasonably be expected toresult in, to an extent which is or would be material in the context of theWider Biotrace Group taken as a whole: (i) any monies borrowed by or any other indebtedness (actual orcontingent) of, or grant available to any such member, being or becomingrepayable or capable of being declared repayable immediately or earlier thantheir or its stated maturity date or repayment date or the ability of any suchmember to borrow monies or incur any indebtedness being withdrawn or inhibitedor being capable of becoming or being withdrawn or inhibited; (ii) any such agreement, arrangement, licence, permit, lease orinstrument or the interest or business of any such member or the rights,liabilities, obligations or interests of any such member thereunder beingterminated or adversely modified or affected or any obligation or liabilityarising or any adverse action being taken or arising thereunder; (iii) any assets or interests of any such member being or falling to bedisposed of or charged or any right arising under which any such asset orinterest could be required to be disposed of or charged or could cease to beavailable to any such member; (iv) the creation or enforcement of any mortgage, charge or other securityinterest over the whole or any part of the business, property or assets of anysuch member or any such mortgage, charge or other security interest (wheneverarising or having arisen) becoming enforceable; (v) the rights, liabilities, obligations or interests of any such memberin, or the business of any such member with, any person, firm or body (or anyarrangement(s) relating to any such interest or business) being terminated,adversely modified or adversely affected; (vi) the value of any such member or its financial or trading position orprospects being prejudiced or adversely affected; (vii) any such member ceasing to be able to carry on business under anyname under which it presently does so; or (viii) the creation of any liability, actual or contingent, by any suchmember, and no event having occurred which, under any provision of any agreement,arrangement, licence, permit, lease or other instrument to which any member ofthe Wider Biotrace Group is a party or by or to which any such member or any ofits assets may be bound, entitled or subject, could reasonably be expected by 3Mto result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this condition (g); (h) no central bank, government, government department or governmental,quasi-governmental, supranational, statutory, regulatory, environmental orinvestigative body, court, stock exchange, trade agency, association,institution or any other body or person whatsoever in any jurisdiction (each, a"Third Party") having decided to take, institute, implement or threaten anyaction, proceeding, suit, investigation, enquiry or reference, or havingrequired any action to be taken or having enacted, made or proposed any statute,regulation, decision or order, and there not continuing to be outstanding anystatute, regulation, decision or order, which would or might reasonably beexpected by 3M to: (i) require, prevent or delay the divestiture, or adversely alter theterms envisaged for any proposed divestiture by any member of the Wider 3M Groupor any member of the Wider Biotrace Group of all or any portion of theirrespective businesses, assets or property or impose any material limitation onthe ability of any of them to conduct their respective businesses (or any ofthem) or to own any of their respective material assets or material propertiesor any part thereof; (ii) result in a material delay in the ability of 3M, or render itunable, to acquire some or all of the Biotrace Shares or require a materialdivestiture by 3M or any member of the Wider 3M Group of any securities inBiotrace; (iii) impose any material limitation on, or result in a material delay in,the ability of any member of the Wider 3M Group directly or indirectly toacquire or to hold or to exercise effectively any rights of ownership in respectof shares or loans or securities convertible into shares or any other securities(or the equivalent) in any member of the Wider Biotrace Group or the Wider 3MGroup or to exercise, directly or indirectly, voting or management control overany such member; (iv) otherwise adversely affect the business, assets, liabilities profitsor prospects of any member of the Wider Biotrace Group; (v) make the Offer, its implementation or the acquisition or proposedacquisition by 3M or any member of the Wider 3M Group of any shares or othersecurities in, or control or management of, Biotrace void, illegal and/orunenforceable under the laws of any jurisdiction, or otherwise, directly orindirectly, restrain, prevent, restrict, prohibit, or delay the same, or imposeadditional conditions or obligations with respect to, or otherwise impede orchallenge or require material amendment of the Offer or the acquisition by 3M orany member of the Wider 3M Group of any shares or other securities in Biotrace; (vi) require any member of the Wider 3M Group or the Wider Biotrace Groupto acquire, or to offer to acquire, any shares or other securities (or theequivalent) or interest in any member of the Wider Biotrace Group or the Wider3M Group owned by any third party (other than in the implementation of theOffer); (vii) impose any material limitation on the ability of any member of theWider Biotrace Group to co-ordinate its business, or any part of it, with thebusinesses of any other member of the Wider Biotrace Group and/or the Wider 3MGroup; or (viii) result in any member of the Wider Biotrace Group ceasing to be ableto carry on business under any name under which it presently does so, in each case to an extent which is material in the context of the Offer, or theWider 3M Group or the Wider Biotrace Group taken as a whole (as the case maybe), and all applicable waiting and other time periods (including any extensionsthereof) during which any such Third Party could institute, implement orthreaten any action, proceeding, suit, investigation, enquiry or reference orany other step under the laws of any jurisdiction in respect of the Offer orproposed acquisition of any shares or securities in Biotrace having expired,lapsed or been terminated; (i) all filings or applications which are reasonably considered necessaryby 3M having been made in connection with the Offer and all statutory orregulatory obligations in any jurisdiction having been complied with inconnection with the Offer or the acquisition by any member of the Wider 3M Groupof any shares or other securities in, or control of, Biotrace in circumstanceswhere non-compliance would have a material adverse effect on the Wider 3M Groupor the Wider Biotrace Group taken as a whole (as the case may be) or would bematerial in the context of the Offer and all authorisations, orders,recognitions, grants, consents, licences, confirmations, clearances, permissionsand approvals reasonably deemed necessary or appropriate by 3M or any member ofthe Wider 3M Group in respect of the Offer or the proposed acquisition of anyshares or other securities in, or control of, Biotrace by any member of theWider 3M Group having been obtained in terms and in a form reasonablysatisfactory to 3M from all appropriate Third Parties or persons with whom anymember of the Wider Biotrace Group has entered into contractual arrangements, ineach case where the absence of such authorisation, order, recognition, grant,consent, licence, confirmation, clearance, permission or approval would have amaterial adverse effect on the Wider 3M Group or the Wider Biotrace Group takenas a whole (as the case may be) or would be material in the context of theOffer, and all such authorisations, orders, recognitions, grants, consents,licences, confirmations, clearances, permissions and approvals which arereasonably considered by 3M to be necessary or appropriate to carry on thebusiness of any member of the Wider Biotrace Group as currently carried onremaining in full force and effect and all filings necessary for such purposehaving been made and there being no notice or intimation of any intention torevoke or not to renew any of the same and all necessary statutory or regulatoryobligations in any jurisdiction having been complied with; (j) except as fully and fairly disclosed in the report and accounts ofBiotrace for the year ended 31 December 2005 or in the interim results statementof Biotrace for the six months ended 30 June 2006 or as publicly announced byBiotrace in accordance with the Listing Rules and/or the Disclosure Rules (bythe delivery of an announcement to a Regulatory Information Service) or asfairly disclosed in writing to 3M prior to the date hereof, no member of theWider Biotrace Group having, since 31 December 2005: (i) save as between Biotrace and wholly-owned subsidiaries of Biotraceor for Biotrace Shares issued pursuant to the exercise of options granted underthe Biotrace Share Option Schemes issued or agreed to issue, authorised orproposed the issue of additional shares or securities of any class; (ii) save as between Biotrace and wholly-owned subsidiaries of Biotraceor for the grant of options under the Biotrace Share Option Schemes, issued oragreed to issue, authorised or proposed the issue of securities convertible intoshares of any class or rights, warrants or options to subscribe for, or acquire,any such shares or convertible securities; (iii) purchased, redeemed or repaid or announced any proposal to purchase,redeem or repay any of its own shares (including treasury shares) or othersecurities or reduced or made or authorised any other change to any part of itsshare capital; (iv) other than to another member of the Biotrace Group, recommended,declared, paid or made or proposed to recommend, declare, pay or make any bonus,dividend or other distribution to any shareholder whether payable in cash orotherwise (save in respect of the Interim Dividend); (v) save for intra-Biotrace Group transactions, merged with or demergedfrom any body corporate or partnership or, other than in the ordinary course ofbusiness, acquired or disposed of or transferred, mortgaged, charged or createdany security interest over, any asset or any right, title or interest in anyasset (including shares and trade investments) or authorised, proposed orannounced any intention to propose the same; (vi) save for intra-Biotrace Group transactions, made or authorised orproposed or announced an intention to propose any change in its loan capital; (vii) issued, authorised or proposed the issue of any debentures or, savefor intra-Biotrace Group transactions and other than in the ordinary course ofits business, incurred or increased any indebtedness or liability (actual orcontingent) or proposed to do any of the foregoing; (viii) entered into, implemented, effected, authorised, proposed orannounced any reconstruction, amalgamation, scheme, commitment or othertransaction or arrangement in respect of itself or another member of the WiderBiotrace Group that is material in the context of the Wider Biotrace Group; (ix) entered into, or varied the terms of, any agreement with any of thedirectors or senior executives of Biotrace; (x) entered into, varied or (in a manner which is materially prejudicialto the Wider Biotrace Group taken as a whole) terminated, or authorised,proposed or announced its intention to enter into, vary or (in a manner which ismaterially prejudicial to the Wider Biotrace Group taken as a whole) terminateany agreement, transaction, arrangement or commitment (whether in respect ofcapital expenditure or otherwise) which: (A) is of a long term, onerous or unusual nature or magnitude; (B) is or might reasonably be expected to restrict the business of anymember of the Wider Biotrace Group; or (C) is outside of the ordinary course of business and is material in thecontext of the Wider Biotrace Group taken as a whole; (xi) terminated or varied the terms of any agreement or arrangementbetween any member of the Biotrace Group and any other person in a manner whichwould or might reasonably be expected to have a material adverse effect on thefinancial position or prospects of the Biotrace Group taken as a whole; (xii) taken any corporate action or had any legal proceedings started orthreatened against it or petition presented or order made for its winding-up(voluntary or otherwise), dissolution or reorganisation or for the appointmentof a receiver, administrative receiver, administrator, trustee or similarofficer of all or any of its assets or revenues or any analogous proceedings inany jurisdiction or had any such person appointed in any jurisdiction; (xiii) been unable, or admitted in writing that it is unable, to pay itsdebts or having stopped or suspended (or threatened to stop or suspend) paymentof its debts generally or ceased or threatened to cease carrying on all or asubstantial part of its business; (xiv) waived, settled or compromised any claim otherwise than in theordinary course of business and providing any such claim is not material in thecontext of the business of the Wider Biotrace Group taken as a whole; (xiii) made any alteration to its memorandum or articles ofassociation or other incorporation documents or, except for any change requiredby reason of a concurrent change in applicable law, regulation or generallyaccepted accounting practice, to any method of accounting or accounting practiceused by it on the date hereof and which, in any case, is materially adverse inthe context of the Wider Biotrace Group taken as a whole; or (xv) entered into or varied any contract, commitment, arrangement oragreement or passed any resolution or made any offer (which remains open foracceptance) with respect to or announced any intention to, or proposed to,effect any of the transactions, matters or events referred to in this condition(j), and, for the purposes of paragraphs (iv), (v), (vi) and (vii) of this condition(k), the term "Biotrace Group" shall mean Biotrace and its wholly-ownedsubsidiaries; (k) since 31 December 2005 and save as fully and fairly disclosed in thereport and accounts of Biotrace for the year then ended or in the interimresults statement of Biotrace for the six months ended 30 June 2006 or save aspublicly announced in accordance with the Listing Rules and/or the DisclosureRules by Biotrace (by the delivery of an announcement to a RegulatoryInformation Service) or as fairly disclosed in writing to 3M prior to the datehereof: (i) no adverse change or deterioration having occurred in the business,assets, financial or trading position or profits or prospects of any member ofthe Wider Biotrace Group; (ii) no litigation, arbitration proceedings, prosecution or other legalproceedings to which any member of the Wider Biotrace Group is or may become aparty (whether as a claimant, defendant or otherwise) and no enquiry orinvestigation by or complaint or reference to any Third Party against or inrespect of any member of the Wider Biotrace Group having been instituted,announced or threatened by or against or remaining outstanding against or inrespect of any member of the Wider Biotrace Group which in any such case mightreasonably be expected to adversely affect any member of the Wider BiotraceGroup; (iii) no contingent or other liability having arisen or become apparent to3M, which would be likely to adversely affect any member of the Wider BiotraceGroup; and (iv) no steps having been taken which are likely to result in thewithdrawal (without replacement), cancellation, termination or modification ofany material licence held by any member of the Wider Biotrace Group which isnecessary for the proper carrying on of its business, in each case to an extent which is material in the context of 3M and itssubsidiary undertaking taken as a whole or the Wider Biotrace Group taken as awhole (as the case may be); (l) (i) save as fully and fairly disclosed in writing by Biotrace to 3Mprior to the date hereof, 3M not having discovered: (a) that any financial,business or other information concerning the Wider Biotrace Group as containedin the information publicly disclosed at any time by or on behalf of any memberof the Wider Biotrace Group is materially misleading, contains a materialmisrepresentation of fact or omits to state a fact necessary to make thatinformation not materially misleading; or (b) that any member of the WiderBiotrace Group, or any partnership, company or other entity in which any memberof the Wider Biotrace Group has a significant economic interest and which is nota subsidiary undertaking of Biotrace is subject to any liability (contingent orotherwise) which is material in the context of the Wider Biotrace Group taken asa whole; or (ii) since 31 December 2005 and save as fully and fairly disclosed in thereport and accounts of Biotrace for the year then ended or in the interimresults statement of Biotrace for the six months ended 30 June 2006 or save aspublicly announced in accordance with the Listing Rules and/or the DisclosureRules by Biotrace (by the delivery of an announcement to a RegulatoryInformation Service) or as fairly disclosed in writing to 3M prior to the datehereof, 3M not having discovered any information which affects the import of anyinformation disclosed at any time by or on behalf of any member of the WiderBiotrace Group and which is material in the context of the Wider Biotrace Grouptaken as a whole; and (m) Save as fully and fairly disclosed in writing by Biotrace to 3M prior tothe date hereof, 3M not having discovered that: (i) any past or present member of the Wider Biotrace Group has failed tocomply in any material respect with any and/or all applicable legislation orregulation of any relevant jurisdiction with regard to the use, storage,treatment, transport, handling, disposal, spillage, release, discharge, leak oremission of any waste or hazardous substance or any substance likely to impairthe environment or harm human health or animal health or otherwise relating toenvironmental matters, or that there has otherwise been any such use, storage,treatment, transport, handling, disposal, spillage, release, discharge, leak oremission (whether or not the same constituted a non-compliance by any personwith any such legislation or regulations, and wherever the same may have takenplace) any of which use, storage, treatment, transport, handling disposal,spillage, release, discharge, leak or emission would, in each case, bereasonably likely to give rise to any liability (actual or contingent) on thepart of any member of the Wider Biotrace Group which is material in the contextof the Wider Biotrace Group taken as a whole; or (ii) there is, or is reasonably likely to be, any liability (actual orcontingent) of any past or present member of the Wider Biotrace Group to makegood, repair, reinstate or clean up any property or any controlled waters now orpreviously owned, occupied, operated or made use of or controlled by any suchpast or present member of the Wider Biotrace Group, under any environmentallegislation, regulation, notice, circular or order of any government,governmental, quasi-governmental, state or local government, supranational,statutory or other regulatory body, agency, court, association or any otherperson or body in any jurisdiction which is material in the context of the WiderBiotrace Group taken as a whole. For the purposes of these conditions, the "Wider Biotrace Group" means Biotraceand its subsidiary undertakings, associated undertakings and any otherundertaking in which Biotrace and/or such undertakings (aggregating theirinterests) have a significant interest and the "Wider 3M Group" means 3M and itssubsidiary undertakings, associated undertakings and any other undertaking inwhich 3M and/or such undertakings (aggregating their interests) have asignificant interest and, for these purposes, "subsidiary undertaking", "associated undertaking" and "undertaking" have the meanings given by theCompanies Act, other than paragraph 20(1)(b) of Schedule 4A to that Act whichshall be excluded for this purpose, and "significant interest" means a direct orindirect interest in 10 per cent. or more of the equity share capital (asdefined in that Act). 3M reserves the right to waive, in whole or in part, all or any of the aboveconditions, except condition (a). Conditions (b) to (m) (inclusive) must be fulfilled by midnight on the 21st dayafter the later of the first closing date of the Offer and the date on whichcondition (a) is fulfilled (or in each such case such later date as 3M may, withthe consent of the Panel, decide). 3M shall be under no obligation to waive ortreat as satisfied any of the conditions (b) to (m) (inclusive) by a dateearlier than the latest date specified above for the satisfaction thereof,notwithstanding that the other conditions of the Offer may at such earlier datehave been waived or fulfilled and that there are at such earlier date nocircumstances indicating that any of such conditions may not be capable offulfilment. If 3M is required by the Panel to make an offer for Biotrace Shares under theprovisions of Rule 9 of the City Code, 3M may make such alterations to any ofthe above conditions as are necessary to comply with the provisions of thatRule. Part B: Certain further terms of the Offer The Offer will lapse if it is referred to the Competition Commission or is thesubject of a decision to initiate proceedings under Article 6(1)(c) of theMerger Regulation before 3.00 p.m. on the first closing date of the Offer or thedate on which the Offer becomes or is declared unconditional as to acceptances,whichever is the later. If the Offer lapses, it will cease to be capable of further acceptance. BiotraceShareholders who have already accepted the Offer shall then cease to be bound bythe acceptances delivered on or before the date on which the Offer lapses. The Offer will be governed by English law and be subject to the exclusivejurisdiction of the English courts, to the conditions set out in Part A aboveand the further terms set out in this Part B, and to the terms and conditionsset out in the Offer Document and related Form of Acceptance. The Offer will not be made, directly or indirectly, in or into, or by use of themails of, or by any means or instrumentality (including, without limitation,facsimile transmission, telex, telephone or e-mail) of interstate or foreigncommerce of, or of any facility of a national securities exchange of anyjurisdiction if to do so would constitute a violation of the relevant laws insuch jurisdiction and the Offer will not be capable of acceptance by any suchuse, means, instrumentality or facility or from within any such jurisdiction. Biotrace Shares will be acquired under the Offer by 3M fully paid, free from allliens, equitable interests, charges, encumbrances and other interests of anynature whatsoever and together with all rights attaching thereto (save for theInterim Dividend). APPENDIX II BASES OF CALCULATION AND SOURCES OF INFORMATION In this announcement, unless otherwise stated or the context otherwise requires,the following bases and sources have been used: Historic share Closing Prices are sourced from the Daily Official List, andrepresent the closing middle market prices for Biotrace Shares on the relevantdates. The Offer value is calculated by multiplying the Offer Price by the entireissued and to be issued share capital of Biotrace of 40,332,184 Biotrace Shares,being the number of Biotrace shares as detailed in an announcement released byBiotrace dated 15 September 2006 and the number of Biotrace Shares capable ofbeing issued to satisfy existing options under the Biotrace Share OptionSchemes. Unless otherwise stated, the information on Biotrace is extracted or derivedwithout material adjustment from the annual report and accounts of Biotrace forthe year ended 31 December 2005. APPENDIX III DEFINITIONS The following definitions apply throughout this announcement, unless the contextrequires otherwise: "3M" 3M UK Holdings plc, a public limited company incorporated in England and Wales or the 3M Group, as the context may require "3M Company" a corporation existing under the laws of the State of Delaware "3M Group" 3M Company and its subsidiaries "Affiliate" references to the term "Affiliate" shall be construed, in relation to a person that is a body corporate, as a reference to that person's subsidiaries (as defined in section 736 of the Companies Act 1985) "Biotrace" or the "Company" means Biotrace International plc "Biotrace Group" Biotrace and its subsidiary undertakings "Biotrace Optionholders" a holder of options under any of the Biotrace Share Option Schemes "Biotrace Share Option Schemes" means each of: (a) the Biotrace International plc Executive Share Option Scheme; (b) the Biotrace International plc Non-Approved Executive Share Option Scheme; and (c) the Biotrace International plc Inland Revenue-Approved Execution Share Option Scheme "Biotrace Shares" includes: (a) the existing unconditionally allotted or issued and fully paid ordinary shares of 10 pence each in the capital of Biotrace; and (b) any further ordinary shares of 10 pence each in the capital of Biotrace which are unconditionally allotted or issued and fully paid, or credited as fully paid, before the date on which the Offer closes (or before such earlier date as, subject to the City Code, Biotrace may determine not being earlier than (i) the date on which the Offer becomes or is declared unconditional as to acceptances or (ii) if later, the first closing date of the Offer) but excludes any treasury shares "Biotrace Shareholders" the registered holders of Biotrace Shares "Board of Biotrace" or "directors the board of directors of Biotraceof Biotrace" "Board" or "Board of 3M" the board of directors of 3M "Business Day" a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business "City Code" The City Code on Takeovers and Mergers "Closing Price" the closing middle market quotation of a Biotrace Share as derived from the Daily Official List on any particular day "Companies Act" the Companies Act 1985, as amended "Competing Proposal" means any proposed or actual offer or scheme of arrangement that would result in any person or persons acting in concert (other than 3M or its Affiliates or any person acting in concert with 3M or any of its Affiliates) whether or not in writing, contemplating, relating to or that could lead to any such person or persons, directly or indirectly, owning at least 50 per cent. of the voting shares of Biotrace, any proposed or actual transaction or series of transactions (other than transaction(s) involving 3M or its Affiliates or any person acting in concert with 3M or any of its Affiliates) involving (a) the acquisition (whether through issuance, sale, lease or other disposition), directly or indirectly, of all or any portion of the shares or other equity interests (or options, rights or warrants to purchase, or securities convertible into, such securities) or material assets of the Target Companies (other than inventory to be sold in the ordinary course of business consistent with past practice), or (b) any merger, consolidation, business combination, recapitalization, share exchange, liquidation, dissolution or similar transaction involving or otherwise relating to any of the Target Companies; "Competition Commission" the UK Competition Commission "Daily Official List" the daily official list of the London Stock Exchange "Disclosure Rules" the disclosure rules made under Part VI of the Financial Services and Markets Act 2000 "Form of Acceptance" the form of acceptance relating to the Offer, which will accompany the Offer Document "Higher Competing Offer" a general offer by a third party for the Biotrace Shares, the value of the consideration per Biotrace Shares available under which at the time it is made exceeds the value of the consideration per Biotrace Share available under the Offer at that time by at least 6.5p on the assumption, that in each case, that any rights to elect or receive different forms of consideration (including rights to accept underwritten cash alternatives or other collateral offers) are exercised in such manner as maximises that value but ignoring the possible impact of any "mix and match" or similar arrangement under which Biotrace Shareholders can elect, subject to the elections of other Biotrace Shareholders, to vary the proportion in which they receive different forms of consideration "Interim Dividend" the interim dividend of 0.55 pence per Biotrace Share in respect of the six months ended 30 June 2006, payable on 9 October 2006 to Biotrace Shareholders on the register at the close of business on 15 September 2006 "Listing Rules" the listing rules made under Part VI of the Financial Services and Markets Act 2000 "London Stock Exchange" The London Stock Exchange plc "Numis" Numis Securities Limited "Offer" the recommended offer to be made by 3M (or a wholly-owned subsidiary) to acquire the entire issued and to be issued Biotrace Shares on the terms and subject to the conditions to be set out in the Offer Document and Form of Acceptance and, where the context so requires, any subsequent revision, variation, extension or renewal thereof "Offer Document" the formal document to be sent to Biotrace Shareholders containing the Offer "Offer Price" 130 pence per Biotrace Share "Official List" The Official List of the UK Listing Authority "Panel" The Panel on Takeovers and Mergers "Pound Sterling" or "£" means the lawful currency of the United Kingdom (and references to " pence" shall be construed accordingly) "subsidiary", "subsidiary shall be construed in accordance with the Companies Act undertaking", "associated undertaking" or "undertaking" "Superior Proposal" a bona fide Competing Proposal which the directors of Biotrace consider, acting reasonably and in good faith and after consultation with their legal and financial advisers, is no less likely to be completed on its terms, taking into account all financial, regulatory and other aspects of such offer or possible offer or proposal (including the ability of the offering or proposing party consummate the transactions contemplated by such offer or possible offer or proposal), than the Offer and which, if consummated, would, on a reasonable and objectively determined basis, be superior to the Offer from a financial point of view to Biotrace's shareholders: to the extent that such offer or proposal includes any non-cash consideration, the value in cash terms of such non-cash consideration shall be determined by reference to the market value of such consideration as at the date of the submission of such offer or proposal "Target Companies" Biotrace and its Affiliates "UBS" or "UBS Investment Bank" UBS Limited "United Kingdom" or"UK" the United Kingdom of Great Britain and Northern Ireland and its dependent territories. This information is provided by RNS The company news service from the London Stock Exchange
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Bank Irel13.375 Regulatory News (BOI)
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Bank Irel13.375 Information
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Share Price:
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| Date | Source | Headline | |
|---|---|---|---|
| 18th Sep 2007 | 4:46 pm | RNS | Transfer of Business Approved |
| 18th Sep 2007 | 4:37 pm | RNS | Transfer of Business Approved |
| 31st Aug 2007 | 9:00 am | RNS | Cancellation of Lstng of Bnds |
| 8th Aug 2007 | 3:30 pm | RNS | Result of Meeting |
| 3rd Jul 2007 | 12:52 pm | RNS | Total Voting Rights |
| 29th Jun 2007 | 11:41 am | RNS | Issue of Debt |
| 28th Jun 2007 | 10:27 am | RNS | Issue of Debt |
| 20th Jun 2007 | 7:02 am | RNS | Annual Report and Accounts |
| 20th Jun 2007 | 7:00 am | RNS | Directorate Change |
| 19th Jun 2007 | 10:15 am | RNS | Director/PDMR Shareholding |
| 19th Jun 2007 | 10:11 am | RNS | Director/PDMR Shareholding |
| 14th Jun 2007 | 3:01 pm | RNS | Transfer of Business |
| 14th Jun 2007 | 3:00 pm | RNS | Transfer of Business |
| 6th Jun 2007 | 3:01 pm | RNS | Statement re Trnsfer of Busin |
| 6th Jun 2007 | 3:01 pm | RNS | Transfer of B&W plc business |
| 31st May 2007 | 6:05 pm | RNS | Final Results |
| 31st May 2007 | 7:02 am | RNS | Preliminary Results |
| 14th May 2007 | 7:00 am | RNS | Directorate Change |
| 30th Mar 2007 | 5:31 pm | RNS | Treasury Stock |
| 21st Mar 2007 | 7:01 am | RNS | Pre-Close Trading Statement |
| 20th Feb 2007 | 12:33 pm | RNS | Mortgage Securitisation |
| 19th Feb 2007 | 10:01 am | RNS | Transfer of businesses to BOI |
| 19th Feb 2007 | 10:00 am | RNS | UK Business Corporate Strctr |
| 9th Feb 2007 | 12:55 pm | RNS | Cancellation of Listing |
| 20th Dec 2006 | 3:10 pm | RNS | Merger Update |
| 19th Dec 2006 | 3:49 pm | RNS | Holding(s) in Company |
| 27th Nov 2006 | 3:28 pm | BUS | Rule 8.3 - Biotrace cfd |
| 27th Nov 2006 | 3:00 pm | RNS | Merger Update |
| 24th Nov 2006 | 7:00 am | RNS | Offer Update |
| 23rd Nov 2006 | 10:25 am | RNS | Holding(s) in Company |
| 20th Nov 2006 | 7:02 am | RNS | Offer Update |
| 16th Nov 2006 | 7:03 am | RNS | Interim Results |
| 6th Nov 2006 | 3:00 pm | RNS | Merger Update |
| 6th Nov 2006 | 7:01 am | RNS | Offer Update |
| 31st Oct 2006 | 2:47 pm | BUS | Rule 8.3 - Biotrace Int'l Plc CFD |
| 31st Oct 2006 | 10:18 am | RNS | EPT Disclosure |
| 26th Oct 2006 | 10:50 am | RNS | EPT Disclosure-Amendment |
| 25th Oct 2006 | 10:26 am | RNS | EPT Disclosure |
| 24th Oct 2006 | 4:59 pm | BUS | Rule 8.3 - Biotrace CFD - Amendment |
| 23rd Oct 2006 | 5:01 pm | BUS | Rule 8.3 - Biotrace CFD |
| 23rd Oct 2006 | 4:11 pm | RNS | Holding(s) in Company |
| 20th Oct 2006 | 5:33 pm | BUS | Rule 8.3 - Biotrace CFD |
| 19th Oct 2006 | 10:46 am | RNS | EPT Disclosure |
| 18th Oct 2006 | 10:33 am | RNS | EPT Disclosure |
| 17th Oct 2006 | 3:00 pm | RNS | Prior Notice of Merger |
| 17th Oct 2006 | 11:03 am | RNS | EPT Disclosure |
| 16th Oct 2006 | 5:14 pm | RNS | Holding(s) in Company |
| 16th Oct 2006 | 11:02 am | RNS | EPT Disclosure |
| 16th Oct 2006 | 7:00 am | RNS | Offer Document Posted |
| 13th Oct 2006 | 10:16 am | RNS | EPT Disclosure |
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