GYG.L Regulatory News (GYG)

9 Jan 2008 16:33

Gyrus Group PLC09 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 9 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") RESULTS OF COURT MEETING AND EXTRAORDINARY GENERAL MEETING Court Meeting and Extraordinary General Meeting On 19 November 2007, the boards of Gyrus and Olympus announced that they hadreached agreement on the terms of a recommended cash acquisition of the entireissued and to be issued ordinary share capital of Gyrus by Olympus UKAcquisitions (a wholly-owned subsidiary of Olympus), to be effected by way of ascheme of arrangement under section 425 of the Companies Act 1985. Under the terms of the Acquisition, Gyrus Shareholders will receive 630 penceper Gyrus Share, subject to any valid elections that they make under the LoanNote Alternative. On 17 December 2007, Gyrus despatched to Gyrus Shareholders a circularcontaining the terms of the Acquisition (the "Scheme Document"). The Board of Gyrus is pleased to announce that at the Meetings held earliertoday, all of the resolutions approving the Scheme and the Acquisition werepassed. At the Court Meeting to approve the Scheme, the resolution approving the Schemewas passed by the requisite majorities on a poll. The voting of those GyrusShareholders who cast votes either in person or by proxy at the Court Meetingwas as follows: For % of total Against % of totalNumber of votes 78,704,628 99.99 3232 0.01Number of voters 391 99.24 3 0.76 The shares voted for and against the resolution represent 52.9% of the issuedordinary share capital of the Company. In addition, at the EGM also held today, the special resolution to approve theScheme, the related reduction of capital, the amendments to the Company'sarticles of association and certain other related arrangements were also passedby the requisite majorities on a show of hands. The following levels of proxyappointments and associated voting instructions were received prior to themeeting: Proxy votes for the resolution Proxy votes against the resolution Votes withheld70,721,524 1,270 200,560 Any proxy appointments which gave discretion to the Chairman have been includedin the "for" total. Expected timetable Completion of the Acquisition remains subject to the satisfaction or waiver ofthe Conditions set out in the Scheme Document including, inter alia, thesanction of the Scheme by the Court. The Court Hearing to sanction the Schemeis expected to take place on 29 January 2008 and the Court Hearing to confirmthe Reduction of Capital is expected to take place on 31 January 2008. It isexpected that the last day for dealings in Gyrus Shares will be 30 January 2008and that the Scheme will become effective on 1 February 2008. As soon aspracticable after the Effective Date and, in any event, no later than fourteendays from the Effective Date, Scheme Shareholders will receive the considerationdue under the Scheme. Enquiries:Perella Weinberg (financial adviser to Olympus) +44 20 7268 2800Philip Yates Graham Davidson Ogilvy Public Relations Worldwide (PR adviser to Olympus) +44 20 7309 1000Kerrin Roberts Ben Lock Gyrus +44 1189 219 750Brian Steer, Chairman Roy Davis, Chief Executive OfficerSimon Shaw, Chief Financial Officer Bear Stearns (financial adviser to Gyrus) +44 20 7516 6000Paul Abecassis Stuart Rankine Morgan Stanley (financial adviser and corporate broker to Gyrus) +44 20 7425 5000Peter Moorhouse Laura HowardHenry Stewart Edward Knight Financial Dynamics (PR adviser to Gyrus) +44 20 7831 3113David Yates Copies of the resolutions passed at the Court Meeting and the General Meetingwill shortly be available for inspection at the offices of Allen & Overy LLP,One Bishops Square, London E1 6AO during usual business hours. 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