TSL.L Regulatory News (TSL)

12 Mar 2008 15:55

Covidien UK Holding Ltd12 March 2008 THIS NOTICE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PARTIN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OFTHE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE 12 March 2008 Recommended Cash Offer byCovidien UK Holding Ltd ("Covidien UK Holding") for the whole of the issued andto be issued ordinary share capital of Tissue Science Laboratories plc ("Tissue Science Laboratories") Posting of Offer Document Further to the announcement made today regarding the recommended cash offer tobe made by Covidien UK Holding, an indirect wholly-owned subsidiary of CovidienLtd ("Covidien"), to acquire the entire issued and to be issued share capital ofTissue Science ("the Offer"), Covidien UK Holding announces that the offerdocument containing the full terms of and conditions to the Offer (the "OfferDocument") has today been posted to Tissue Science Shareholders, together withthe Form of Acceptance for Tissue Science Laboratories Shareholders holdingTissue Science Laboratories Shares in certificated form. To accept the Offer for Tissue Science Laboratories Shares held in certificatedform, Tissue Science Laboratories Shareholders should complete, sign and returnthe Form of Acceptance, which accompanies the Offer Document, in accordance withthe instructions contained therein and set out in the Offer Document as soon aspossible and, in any event, so as to be received by Capita Registrars by nolater than 1.00 pm on 2 April 2008. To accept the Offer for Tissue Science Laboratories Shares held inuncertificated form (that is, in CREST), Tissue Science LaboratoriesShareholders should follow the procedure for electronic acceptance through CRESTin accordance with the instructions set out in the Offer Document so that theTTE Instruction settles as soon as possible and, in any event, by no later than1.00 pm on 2 April 2008. Copies of the Offer Document, the Form of Acceptance (for use by holders ofTissue Science Laboratories Shares in certificated form only) and the documentslisted in paragraph 11 of Appendix III to the Offer Document are available forinspection during normal business hours on any business day at the offices ofCobbetts LLP, 70 Gray's Inn Road, London, WC1X 8BT while the Offer remains openfor acceptance. Terms used in this announcement shall have the meaning given to them in theOffer Document. Rothschild is acting as financial adviser to Covidien UK Holding and Covidien.Nomura Code is acting as financial adviser to Tissue Science Laboratories. ENQUIRIES Covidien Ltd Eric Kraus +1 508 261 8305Senior Vice President, Corporate Communications eric.kraus@covidien.com Bruce Farmer +1 508 452 4372Director , Financial Communications bruce.farmer@covidien.com Rothschild (Financial Adviser to Covidien UK Holding and Covidien) Lynn Drummond 0207 280 5000 Tissue Science Laboratories plc 01252 369603 Martin Hunt, Chief ExecutiveDavid Jennings, Finance Director Nomura Code (Financial Adviser to Tissue Science Laboratories) 0207 776 1200 Juliet ThompsonPhil Walker Hogarth Partnership (PR Adviser to Tissue Science Laboratories) 0207 357 9477 Melanie Toyne-SewellSarah Richardson N M Rothschild & Sons Limited, which is authorised and regulated by theFinancial Services Authority in the United Kingdom, is acting exclusively forCovidien UK Holding and Covidien and no one else in relation to the Offer andwill not be responsible to anyone other than Covidien UK Holding and Covidienfor providing the protections afforded to clients of N M Rothschild & SonsLimited nor for providing advice in relation to the Offer or any other mattersreferred to in this announcement. Nomura Code Securities Limited, which is authorised and regulated by theFinancial Services Authority in the United Kingdom, is acting exclusively forTissue Science Laboratories and no one else in relation to the Offer and willnot be responsible to anyone other than Tissue Science Laboratories forproviding the protections afforded to clients of Nomura Code Securities Limitednor for providing advice in relation to the Offer or any other matters referredto in this announcement. This announcement does not constitute an offer to sell or an invitation orsolicitation to purchase or subscribe for any securities. The Offer will bemade solely by the Offer Document and, in the case of Tissue ScienceLaboratories Shares held in certificated form, the Form of Acceptance, whichwill contain the full terms and conditions of the Offer, including details ofhow the Offer may be accepted. Any acceptance or other response in relation tothe Offer should be made only on the basis of the information contained in theOffer Document and, in the case of Tissue Science Laboratories Shares held incertificated form, the Form of Acceptance. The making of the Offer in jurisdictions outside the United Kingdom or toOverseas Shareholders or to nominees of or trustees for Overseas Shareholdersmay be prohibited or affected by the laws or regulatory requirements of therelevant overseas jurisdictions. Such Overseas Shareholders should informthemselves about and observe any applicable legal requirements of suchjurisdictions. It is the responsibility of any Overseas Shareholder wishing toaccept the Offer to satisfy himself as to the full observance of the laws andregulatory requirements of the relevant jurisdiction in connection therewith,including the obtaining of any governmental, exchange control or other consentswhich may be required, compliance with other formalities needing to be observedand the payment of any issue, transfer or other taxes or duties or requisitepayments due in such jurisdiction. Any such Overseas Shareholder will beresponsible for payment of any such issue, transfer or other taxes, duties orother requisite payments due in such jurisdiction by whomsoever payable, andCovidien UK Holding and Covidien (and any person acting on the behalf of either)shall be entitled to be fully indemnified and held harmless by such OverseasShareholder for any such issue, transfer or other taxes or duties or otherrequisite payments as Covidien UK Holding and Covidien (and any person acting onthe behalf of either) may be required to pay. This announcement is not an offer of securities for sale or purchase in theUnited States, Canada, Australia, Japan or any Restricted Jurisdiction. TheOffer will not be made, directly or indirectly, in or into, or by use of themails of, or by any means or instrumentality (including, but not limited to,facsimile transmission or other electronic transmission, telex or telephone) ofinterstate or foreign commerce of, or any facilities of a national, local orother securities exchange of, the United States, Canada, Australia, Japan or anyRestricted Jurisdiction, and the Offer cannot be accepted and will not becapable of acceptance by any such use, means, instrumentality or facilities fromor within the United States, Canada, Australia, Japan or any RestrictedJurisdiction. Accordingly, copies of this announcement are not being, and mustnot be, mailed or otherwise distributed or sent in or into or from the UnitedStates, Canada, Australia, Japan or any Restricted Jurisdiction. Any person (including, without limitation, nominees, trustees or custodians) whois an overseas person or who would, or otherwise intends to, forward thisdocument, the Offer Document, the Form of Acceptance or any related document toany jurisdiction outside the United Kingdom or to any overseas person shouldseek appropriate advice before taking any action. This information is provided by RNS The company news service from the London Stock Exchange