TSL.L Regulatory News (TSL)

2 Apr 2008 12:18

Covidien UK Holding Ltd02 April 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 2 April 2008 Recommended Cash Offer by Covidien UK Holding Ltd ("Covidien UK Holding") for Tissue Science Laboratories plc ("Tissue Science Laboratories") Offer wholly unconditional in all respects Further to the announcement made on 12 March 2008, Covidien UK Holding, awholly-owned subsidiary of Covidien Ltd ("Covidien"), is pleased to announcethat its recommended offer for Tissue Science Laboratories has today beendeclared wholly unconditional. The Offer will remain open for acceptance untilfurther notice. The offer document setting out the full terms and conditions of the offer (the"Offer Document") was posted to Tissue Science Laboratories Shareholders on 12March 2008. Level of acceptances and ownership As at 10.30am on 2 April 2008, Covidien UK Holding had received validacceptances of the Offer in respect of, in aggregate, 21,986,014 Tissue ScienceLaboratories Shares, representing approximately 63.5 per cent. of Tissue ScienceLaboratories' existing issued share capital. In addition, following posting of the Offer Document, 9,603,421 Tissue ScienceLaboratories Shares, representing approximately 27.7 per cent. of Tissue ScienceLaboratories' existing issued share capital, have been acquired by Covidien UKHolding. Accordingly, as at 10.30am on 2 April 2008, Covidien UK Holding held, or hadreceived valid acceptances in respect of, an aggregate 31,589,435 Tissue ScienceLaboratories Shares, representing approximately 91.3 per cent. of Tissue ScienceLaboratories' existing issued share capital. Of this total Covidien UK Holding had received valid acceptances pursuant toirrevocable undertakings to accept or procure the acceptance of the Offer fromthe Tissue Science Laboratories Directors (or their nominees) in respect oftheir own shareholdings which in aggregate amount to 7,122,590 Tissue ScienceLaboratories Shares, representing approximately 20.6 per cent. of Tissue ScienceLaboratories' existing issued share capital. 908,342 Tissue ScienceLaboratories Shares, representing approximately 2.6 per cent. of Tissue ScienceLaboratories' existing issued share capital, pledged to Covidien UK Holdingunder the Directors' irrevocable undertakings remain outstanding. Covidien UK Holding had also received valid acceptances pursuant to irrevocableundertakings to accept or procure the acceptance of the Offer from certaininstitutional shareholders in respect of their own shareholdings, which inaggregate amount to 8,579,859 Tissue Science Laboratories Shares, representingapproximately 24.8 per cent. of Tissue Science Laboratories' existing issuedshare capital. 1,499,058 Tissue Science Laboratories Shares, representingapproximately 4.3 per cent. of Tissue Science Laboratories' existing issuedshare capital, pledged to Covidien UK Holding under the institutionalirrevocable undertakings remain outstanding. Covidien UK Holding also received Letters of Intent from Hermes and Invesco inrespect of, in aggregate, 3,801,617 Tissue Science Laboratories Shares,representing approximately 11.0 per cent. of Tissue Science Laboratories'existing issued share capital. These shares have now been purchased by CovidienUK Holding and are therefore included in the total shares acquired above of9,603,421 and therefore the Letters of Intent have lapsed. In addition to the Tissue Science Laboratories Shares acquired by Covidien UKHolding stated above, Covidien UK Holding has acquired a further 90,824 TissueScience Laboratories Shares (representing approximately 0.3 per cent. of TissueScience Laboratories' existing issued share capital), which have yet to beregistered in the name of Covidien UK Holding pending formal settlement of thepurchase of such shares. Save as disclosed above: no Tissue Science Laboratories Shares have beenacquired or agreed to be acquired by or on behalf of Covidien UK Holding, or anyperson acting in concert with Covidien UK Holding, during the Offer Period; andneither Covidien UK Holding, nor any person acting in concert with Covidien UKHolding, has the benefit of any irrevocable commitment or letter of intent inrespect of any Tissue Science Laboratories Shares or has any interest in anyTissue Science Laboratories Shares, or any short position (whether conditionalor absolute and whether in the money or otherwise and including any shortposition under a derivative), any agreement to sell, any delivery obligation,any right to require another person to purchase or take delivery, any stockborrowing or lending arrangement in respect of any Tissue Science LaboratoriesShares, or any right to subscribe for any Tissue Science Laboratories Shares. Procedure for acceptance The Offer will remain open for acceptance until further notice. Tissue ScienceLaboratories Shareholders who have not yet accepted the Offer are urged to do soas soon as possible. The procedure for acceptance is set out in paragraph 13 ofPart II of the Offer Document. In respect of Tissue Science Laboratories Sharesheld in certificated form, Forms of Acceptance should be completed and returnedin accordance with the instructions set out in the Offer Document and on theForm of Acceptance. If Tissue Science Laboratories Shares are held in CREST, acceptance should bemade electronically so that the TTE instruction settles as soon as possible. Any Tissue Science Laboratories Shareholder requiring additional Forms ofAcceptance should contact Capita on 0871 664 0321 or, if calling from outsidethe UK, on +44 20 8639 3399 (during normal business hours only). Cancellation of trading and re-registration as a private company As Covidien UK Holding has attained the required 75 per cent. of the votingrights attaching to Tissue Science Laboratories Shares, Covidien UK Holdingintends to procure that Tissue Science Laboratories will make an application tothe London Stock Exchange for the cancellation of admission to trading on AIM ofTissue Science Laboratories Shares as soon as practicable. The cancellation of admission to trading on AIM of Tissue Science LaboratoriesShares would significantly reduce the liquidity and marketability of any TissueScience Laboratories Shares which are not acquired under the Offer and theirvalue may be materially and adversely affected as a consequence. In connectionwith the cancellation of admission to trading on AIM of Tissue ScienceLaboratories Shares, Covidien UK Holding also intends to procure that TissueScience Laboratories Shares are withdrawn from CREST. Covidien UK Holding also intends to procure as soon as reasonably practicablethereafter that, subject to the cancellation of admission to trading on AIM ofTissue Science Laboratories Shares, Tissue Science Laboratories will bere-registered as a private company under the relevant provisions of theCompanies Act 1985. Settlement of consideration Settlement of consideration due under the Offer in respect of acceptances whichhave been received and are valid and complete in all respects will be despatchedby first class post (or by such other method as approved by the Panel) in thecase of certificated holders, on or before 16 April 2008. Settlement ofconsideration in respect of further acceptances which are valid and complete inall respects will be dispatched within 14 days of the receipt of suchacceptances. Tissue Science Laboratories Share Option Schemes Covidien UK Holding has posted to participants in the Tissue ScienceLaboratories Share Option Schemes proposals outlining how they can accept theOffer. Option holders should complete the forms of instruction as soon aspossible and return these in the pre-addressed envelopes provided to eitherRothschild or Yorkshire Building Society as appropriate. Compulsory Acquisition As described in the Offer Document, given that Covidien UK Holding has receivedvalid acceptances under the Offer in respect of, or otherwise acquired, 90 percent. or more of the Tissue Science Laboratories Shares to which the Offerrelates, and 90 per cent. or more of the voting rights attaching to TissueScience Laboratories issued share capital, Covidien UK Holding intends toexercise its rights pursuant to the provisions of Sections 974 to 991(inclusive) of the Companies Act 2006, to acquire compulsorily the remainingTissue Science Laboratories Shares for which it has not received validacceptances of the Offer or otherwise acquired. A further announcement will bemade regarding this in due course. This announcement should be read in conjunction with the Offer Document. Termsused in this announcement shall have the meanings given to them in the OfferDocument. 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 LtdEric Kraus +1 508 261 8305Senior Vice President, Corporate Communications eric.kraus@covidien.comBruce Farmer +1 508 452 4372Director, Financial Communications bruce.farmer@covidien.com Rothschild (Financial Adviser to Covidien UK Holding and Covidien)Lynn Drummond 0207 280 5000Mark Culwick 0207 280 1200 Tissue Science Laboratories plc 01252 369603Martin Hunt, Chief ExecutiveDavid Jennings, Finance Director Nomura Code (Financial Adviser to Tissue Science Laboratories) 0207 776 1200Juliet ThompsonPhil Walker Hogarth Partnership (PR Adviser to Tissue Science Laboratories) 0207 357 9477Melanie 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