2 Oct 2015 14:38
2 October 2015
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
SYNERGY HEALTH PLC("Synergy" or "the Company")
Recommended Combination of Synergy and STERIS Corporation ("STERIS")
Results of the Reconvened Court Meeting and Reconvened General Meeting held on 2 October 2015
On 13 October 2014 the Boards of Synergy and STERIS announced that they had reached agreement on the terms of a recommended combination of Synergy and STERIS. As outlined in that announcement, the Combination is intended to be implemented by means of a scheme of arrangement of Synergy under Part 26 of the Companies Act 2006 (the Scheme).
On 17 February 2015 Synergy posted the Scheme Document to Synergy Shareholders. On 21 September 2015 Synergy posted a supplementary circular (the Supplementary Circular) to Synergy Shareholders containing a Notice of Reconvened Court Meeting and Notice of Reconvened General Meeting.
On 25 September 2015 Synergy announced that the United States District Court for the Northern District of Ohio had denied the request by the U.S. Federal Trade Commission for a preliminary injunction to block the Combination.
Synergy announces that, earlier today, the Scheme (including the modification to extend the Long Stop Date to 31 December 2015) was approved by the Scheme Shareholders at the Reconvened Court Meeting and the special resolution to authorise the directors of the Company to take all such action as they may consider necessary or appropriate for carrying the Scheme into full effect, and to amend the articles of association, was passed at the Reconvened General Meeting.
The results of the Reconvened Court Meeting and the Reconvened General Meeting are summarised below.
Reconvened Court Meeting
At the Reconvened Court Meeting, the Scheme (including the modification to extend the Long Stop Date to 31 December 2015) was approved by the requisite majority on a poll vote. A majority in number of the Scheme Shareholders who voted (either in person or by proxy), representing over 75 per cent. in value of the Scheme Shares held by those Scheme Shareholders who voted (either in person or by proxy), voted to approve the Scheme.
The number of votes for and against the resolutions put before the Reconvened Court Meeting to approve the Scheme and to amend the Scheme to modify the Long Stop Date were as follows:
PRESENT AND VOTING
| VOTED THE RESOLUTIONS FOR | VOTED THE RESOLUTIONS AGAINST | |||||
NO. OF SCHEME SHAREHOLDERS
| SCHEME SHARES REPRESENTED | NO. OF SCHEME SHAREHOLDERS | SCHEME SHARES REPRESENTED | NO. OF SCHEME SHAREHOLDERS | SCHEME SHARES REPRESENTED | ||
NO.
| % | NO. | % | ||||
221 | 34,915,900 | 214 | 34,651,067 | 99.24 | 7 | 264,833 | 0.76
|
Reconvened General Meeting
At the Reconvened General Meeting, the Special Resolution was passed on a show of hands and was supported by the following proxy votes cast before the Reconvened Court Meeting:
SPECIAL RESOLUTION | SHAREHOLDER VOTES FOR(1) | SHAREHOLDER VOTES AGAINST | TOTAL VOTES CAST(2) | VOTES WITHHELD(3) | ||
NUMBER | % | NUMBER | % | |||
Approval of implementation of the Scheme and amendments to articles of association | 34,421,390 | 99.92 | 26,714 | 0.08 | 34,448,104 | 250,405 |
Notes:
(1) The "For" vote includes discretionary votes received.
(2) This figure excludes votes withheld.
(3) A vote "Withheld" is not a vote in law and is not counted towards the proportion of votes "For" or "Against" a resolution.
The full text of the Special Resolution is contained in the Notice of Reconvened General Meeting set out in Part V of the Supplementary Circular, which is available on Synergy's website at www.synergyhealthplc.com (under the "Recommended Combination of Synergy and STERIS" section).
Next steps and timetable
The Scheme remains subject to the satisfaction or, if capable of waiver, waiver of the Conditions and to the certain further terms of the Scheme and the Offer set out in Part IV of the Scheme Document, including the sanction of the Scheme and the Capital Reduction by the Court and a copy of the Scheme Court Order and the Reduction Court Order being delivered to Companies House.
The revised expected timetable of principal events for the implementation of the Combination is set out on page 12 of the Supplementary Circular. These dates are indicative only and will depend on, among other things, the dates on which the Court sanctions the Scheme and the Capital Reduction and the Scheme Court Order and Reduction Court Order are delivered to the Registrar of Companies. If any of the key dates set out in the timetable change, Synergy will give notice of the change by issuing an announcement via a Regulatory Information Service.
Other
All references to time in this announcement are to London, UK time.
Unless otherwise defined herein, capitalised terms and expressions used in this announcement shall have the meanings given to them in the Scheme Document or the Supplementary Circular.
For Further Information:
Synergy Health plc | Tel: +44 (0) 1793 891 851 |
Dr Richard Steeves, Chief Executive | |
Gavin Hill, Finance Director |
|
Investec | |
Patrick Robb, Gary Clarence | Tel: +44 (0) 20 7597 5970 |
IMPORTANT NOTES
This announcement is not intended to and does not constitute, or form part of, any offer or invitation to sell or purchase any securities or the solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Scheme or otherwise. The Scheme will be effected solely through the Scheme Document which will contain the full terms and conditions of the Scheme. Any decision in respect of, or other response to, the Scheme or the Combination should be made only on the basis of the information contained in such document.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulation and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Scheme disclaim any responsibility and liability for the violation of such restrictions by any person.
The availability of the Scheme to persons who are not resident in the United Kingdom may be restricted by the laws and/or regulations of the relevant jurisdictions in which they are located. The Scheme will not be made available, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Scheme Document.
This announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash and including STERIS in this instance) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on Website
A copy of this announcement and other documents in connection with the Scheme will, subject to certain restrictions, be available for inspection on Synergy's website at www.synergyhealthplc.com. The contents of the website referred to in this announcement are not incorporated into, and do not form part of, this announcement.