GYG.L Regulatory News (GYG)

17 Jan 2008 15:42

Gyrus Group PLC17 January 2008 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 17 January 2008 For immediate release Recommended cash acquisition of Gyrus Group plc ("Gyrus") by Olympus UK Acquisitions Limited ("Olympus UK Acquisitions"), a wholly owned subsidiary of Olympus Corporation ("Olympus") (the "Acquisition"). Satisfaction of Competition Condition Further to the announcement by Gyrus on 27 December 2007, the Boards of Olympusand Gyrus today announce that they have received clearance from the mergercontrol authorities in Germany and Austria for the recommended cash acquisitionof Gyrus by Olympus. All required clearances from anti-trust authorities have now been obtained and,accordingly, the Acquisition is no longer conditional on anti-trust approval. Completion of the Acquisition remains subject to the satisfaction of otherconditions, including the sanctioning of the Scheme at the forthcoming courthearing. The timetable for the proposed Acquisition of Gyrus remains aspreviously announced. Assuming that the Scheme is sanctioned and the Reductionof Capital is confirmed at the forthcoming court hearings, the Scheme ofArrangement is expected to become effective on 1 February 2008. Enquiries: Perella Weinberg (financial adviser to Olympus) +44 20 7268 2800Philip YatesGraham Davidson Ogilvy Public Relations Worldwide (PR adviser to Olympus) +44 20 7309 1000Kerrin RobertsBen Lock Gyrus +44 1189 219 750Brian Steer, ChairmanRoy Davis, Chief Executive OfficerSimon Shaw, Chief Financial Officer Bear Stearns (financial adviser to Gyrus) +44 20 7516 6000Paul AbecassisStuart Rankine Morgan Stanley (financial adviser and corporate broker to +44 20 7425 5000Gyrus)Peter MoorhouseLaura HowardHenry StewartEdward Knight Financial Dynamics (PR adviser to Gyrus) +44 20 7831 3113David Yates Words and expressions defined in the Scheme Document dated 17 December 2007 havethe same meanings in this announcement. This announcement is not intended to and does not constitute an offer to sell orinvitation to purchase or subscribe for any securities or the solicitation ofany vote or approval in any jurisdiction pursuant to the Acquisition orotherwise. The Acquisition will be made solely through the Scheme Document,which contains the full terms and conditions of the Acquisition, includingdetails of how to vote in respect of the Acquisition. Any acceptance or otherresponse to the Acquisition should be made only on the basis of the informationin the Scheme Document. Gyrus Shareholders are advised to read the formaldocumentation for the Acquisition carefully. Perella Weinberg Partners UK LLP, which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting exclusively forOlympus and Olympus UK Acquisitions and no-one else in connection with theAcquisition and will not be responsible to anyone other than Olympus and OlympusUK Acquisitions for providing the protections afforded to the clients of PerellaWeinberg or for providing advice in relation to the Acquisition. Bear, Stearns International Limited, which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting solely for Gyrusin connection with the Acquisition and no-one else and will not be responsibleto anyone other than Gyrus for providing the protections afforded to clients ofBear Stearns or for providing advice in relation to the Acquisition or any ofthe matters referred to in this announcement. Morgan Stanley & Co. Limited is acting solely for Gyrus in connection with theAcquisition and no-one else and will not be responsible to anyone other thanGyrus for providing the protections afforded to clients of Morgan Stanley or forproviding advice in relation to the Acquisition or any of the matters referredto in this announcement. This information is provided by RNS The company news service from the London Stock Exchange