TIDMZZZZ TIDMCTN
RNS Number : 5482O
C.R. Bard, Inc.
20 September 2011
Not for release, publication or distribution, in whole or in
part, in, into or from any jurisdiction where to do so would
constitute a violation of the relevant laws of such
jurisdiction.
20 September 2011
RECOMMENDED CASH OFFER
BY
C. R. BARD, INC.
(acting through its wholly-owned Irish subsidiary, Hastings
Investments Ireland Limited)
FOR
CLEARSTREAM TECHNOLOGIES GROUP plc
Introduction
- The Boards of C. R. Bard, Inc. ("Bard") and ClearStream
Technologies Group plc ("ClearStream") are pleased to announce that
they have agreed on the terms of a recommended cash Offer for the
whole of the issued and to be issued share capital of ClearStream.
The Offer will be made by Hastings Investments Ireland Limited
("Bard Bidco"), a wholly-owned Irish subsidiary of Bard.
Summary of the Offer
-- The Bard Board has reached agreement with the ClearStream
Directors on the terms of a recommended cash offer to be made by
Bard Bidco for the entire issued and to be issued share capital of
ClearStream at a price of 85 pence per Ordinary Share, valuing the
share capital of ClearStream (on a fully diluted basis) at
approximately GBP43.8 million.
-- ClearStream was incorporated in 2000 and the Ordinary Shares
were admitted to trading on AIM on 12 November 2004 under the
current management team. Since admission to AIM, ClearStream has
built a profitable medical device company which has grown
considerably, yet organically. ClearStream has positioned itself as
a global proprietary seller in the cardiovascular and peripheral
angioplasty market.
-- ClearStream operates and manufactures proprietary products
from its plant in Enniscorthy, Co. Wexford, Ireland. ClearStream's
products are sold globally through a diverse network of
distributors.
-- Bard is a leading multinational developer, manufacturer and
marketer of innovative, life-enhancing medical technologies in the
fields of vascular, urology and oncology and surgical specialty
products. Bard markets its products and services worldwide to
hospitals, individual health care professionals, extended care
facilities and alternative site facilities.
-- Bard Bidco has received irrevocable undertakings to accept,
or procure the acceptance of, the Offer in respect of a total of
29,189,667 ClearStream Shares, representing approximately 58 per
cent. of the existing issued ordinary share capital of
ClearStream.
-- The price of 85 pence for each ClearStream Share represents a
premium of approximately 84 per cent. to the Closing Price of 46
pence per ClearStream Share on 19 September 2011, being the last
Business Day prior to the date of this announcement.
-- The ClearStream Directors, who have been so advised by
finnCap, consider the terms of the Offer to be fair and reasonable
to ClearStream Shareholders as a whole and unanimously recommend
that the ClearStream Shareholders accept the Offer, as the
ClearStream Directors and their immediate families and related
trusts have irrevocably undertaken to do or procure in respect of
their entire holding of 6,987,563 ClearStream Shares in aggregate
representing approximately 14 per cent. of the existing issued
ordinary share capital of ClearStream.
Key Highlights
-- Bard and ClearStream have complementary core competencies
that will allow the combined business to bring the scale and
resources for continued investment to bolster Bard's vascular
product continuum.
-- ClearStream's strong product development knowledge and
manufacturing capabilities provide an excellent strategic fit for
Bard.
-- Bard believes the combination of ClearStream and Bard
presents a mutually attractive opportunity for shareholders and
employees of both organizations.
-- If the Offer is successful, ClearStream Shareholders will
benefit from an attractive, all cash price, delivered at a
significant premium.
Key Financial Terms
- The Offer will be 85 pence in cash for each ClearStream Share,
valuing ClearStream's entire issued ordinary share capital (fully
diluted for the exercise of all outstanding in-the-money options)
at approximately GBP43.8 million.
- The Offer represents a premium of approximately:
-- 84 per cent. to the Closing Price of 46 pence per ClearStream
Share on 19 September 2011, being the last Business Day prior to
the date of this announcement;
-- 90 per cent. to the average Closing Price of 45 pence per
ClearStream Share for the 1 month ended 19 September 2011, being
the last Business Day prior to the date of this announcement;
and
-- 111 per cent. to the average Closing Price of 40 pence per
ClearStream Share for the 12 months ended 19 September 2011, being
the last Business Day prior to the date of this announcement.
Recommendation
- The Directors of ClearStream, who have been so advised by
finnCap, consider the terms of the Offer to be fair and reasonable
and will unanimously recommend ClearStream Shareholders to accept
the Offer. In providing advice to the Directors of ClearStream,
finnCap has taken into account the Directors' commercial
assessments.
Irrevocable undertakings
- Bard Bidco has received irrevocable undertakings to accept or
procure the acceptance of the Offer from the Directors and company
secretary of ClearStream and certain institutional shareholders in
respect of a total of 29,189,667 ClearStream Shares representing
approximately 58 per cent. of the existing issued share capital of
ClearStream.
- Further details of these irrevocable undertakings are set out
in the main body of this announcement and in Appendix 3.
Commenting on the Offer, Timothy M. Ring, Chairman and CEO of
Bard, said:
"The acquisition of ClearStream represents a compelling
strategic opportunity for Bard, enabling us to strengthen our
leadership in vascular medical devices, in addition to expanding
our global manufacturing and supply chain capabilities. ClearStream
provides Bard with significant product development expertise and a
highly-skilled employee base, and we are confident that physicians
and patients will be positively impacted by this transaction."
Commenting on the Offer, Andrew Jones, Chief Executive Officer
of ClearStream, said:
"The ClearStream Board believes that the offer being made by
Bard represents a very attractive opportunity for ClearStream
Shareholders to realise the value created by ClearStream's
development and growth since being admitted to AIM in 2004. In
addition, the legacy and strengths of ClearStream, created by our
R&D, regulatory and manufacturing processes in Enniscorthy,
will provide a good platform for further growth under the Bard
stewardship."
This summary should be read in conjunction with the full text of
the following announcement and Appendices
Further information on the terms and conditions to which the
Offer will be subject are set out in Appendix 1 and will be set out
in the Offer Document, which Bard intends to despatch to
ClearStream Shareholders as soon as practicable. Any responses in
relation to the Offer should be made on the basis of the
information contained in the Offer Document.
Pursuant to Rule 2.6(c) of the Irish Rules, this announcement
will be made available to ClearStream's and Bard's employees.
Appendix 1 of this announcement sets out the conditions to
implementation of the Offer.
Appendix 2 of this announcement contains the sources and bases
of certain information used in this summary and in the following
announcement.
Appendix 3 of this announcement contains details of the
irrevocable undertakings given in connection with the Offer.
Appendix 4 of this announcement contains definitions of certain
terms used in this summary and the following announcement.
In accordance with Rule 2.10 of the Irish Rules, ClearStream
confirms it has 50,293,845 Ordinary Shares in issue and admitted to
trading on AIM under the UK ISIN code IE00B03QHM52.
Enquiries
For further information contact:
Bard
Investor Relations
Todd W. Garner
Vice President, Investor Relations
Phone: +1 908-277-8065
Media Relations
Scott T. Lowry
Vice President and Treasurer
Phone: +1 908-277-8365
Barclays Capital (financial adviser to Bard and Bard Bidco)
Derek Shakespeare
Phone: +44 (0) 20 7632 2323
ClearStream
Andrew Jones
Phone: +353 (0)53 9237 111
finnCap (financial adviser to ClearStream)
Marc Young
Charlotte Stranner
Phone: +44 (0) 20 7600 1658
Responsibility Statements
The Directors of ClearStream accept responsibility for the
information contained in this announcement relating to ClearStream,
the ClearStream Group, the Directors of ClearStream and members of
their immediate families, related trusts and persons connected with
them, and for the recommendation and related opinions of the
Directors of ClearStream contained in this announcement. To the
best of the knowledge and belief of the Directors of ClearStream
(who have taken all reasonable care to ensure that such is the
case), the information contained in this announcement for which
they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such
information.
The Directors of Bard and Bard Bidco accept responsibility for
the information contained in this announcement other than that
relating to ClearStream, the ClearStream Group, the Directors of
ClearStream and members of their immediate families, related trusts
and persons connected with them, and any recommendation and related
opinions of the Directors of ClearStream. To the best of the
knowledge and belief of the Directors of Bard and Bard Bidco (who
have taken all reasonable care to ensure that such is the case),
the information contained in this announcement for which they
accept responsibility is in accordance with the facts and does not
omit anything likely to affect the import of such information.
Financial Advisers
Barclays Capital, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Bard and Bard Bidco and no one else in connection
with the Offer and will not be responsible to anyone other than
Bard and Bard Bidco for providing the protections afforded to
customers of Barclays Capital or for providing advice in relation
to the Offer or in relation to the matters described in this
announcement or any transaction or arrangement referred to
herein.
finnCap, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for
ClearStream and no one else in connection with the Offer and will
not be responsible to anyone other than ClearStream for providing
the protections afforded to clients of finnCap or for providing
advice in relation to the Offer or any other matters referred to in
this announcement or any transaction or arrangement referred to
herein.
General
This announcement is for informational purposes and does not
constitute an offer to sell or an invitation to purchase, sell,
subscribe or exchange any securities or the solicitation of an
offer to purchase, sell, subscribe or exchange any securities,
pursuant to the Offer or otherwise. The Offer Document and Form of
Acceptance will be made available to all ClearStream Shareholders
at no cost to them. ClearStream Shareholders are advised to read
the Offer Document and the accompanying Form of Acceptance when
they are sent to them because they will contain important
information.
The distribution of this announcement in jurisdictions other
than Ireland may be restricted by law and therefore any persons who
are subject to the laws of any jurisdiction other than Ireland
should inform themselves about, and observe, any applicable
requirements. This announcement has been prepared for the purpose
of complying with Irish law and the Irish Rules 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 Ireland.
Copies of this announcement and all other documents related to
the announcement are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction and persons receiving
this announcement (including custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send it in or
into or from any Restricted Jurisdiction.
The availability of the Offer to persons not resident in Ireland
may be affected by the laws of the relevant jurisdiction in which
they are located. Persons who are not resident in Ireland should
inform themselves of and observe any applicable requirements.
Each ClearStream Shareholder who is in any doubt as to the
action to be taken should consult his independent professional
adviser immediately.
This announcement is made pursuant to Rule 2.5 of the Irish
Rules.
Pursuant to Rule 2.6(c) of the Irish Rules, this announcement
will be made available to ClearStream's and Bard's employees.
Forward-Looking Statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of the ClearStream Group and the Bard Group and certain
plans and objectives of the Boards of ClearStream and Bard. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate"," target",
"expect", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or other words of similar
meaning. These statements are based on assumptions and assessments
made by the Boards of ClearStream and Bard in light of their
experience and their perception of historical trends, current
conditions, expected future developments and other factors they
believe appropriate. By their nature, forward-looking statements
involve risk and uncertainty, and the factors described in the
context of such forward-looking statements in this announcement
could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking
statements.
Should one or more of these risks or uncertainties materialise,
or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this announcement.
ClearStream and Bard assume no obligation to update or correct the
information contained in this announcement, whether as a result of
new information, future events or otherwise, except to the extent
legally required.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and publication of this announcement shall not
give rise to any implication that there has been no change in the
facts set out in this announcement since such date. Nothing
contained in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of
ClearStream or Bard except where expressly stated.
Rule 8 - Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Irish Rules, if any
person is, or becomes, 'interested' (directly or indirectly) in one
per cent. or more of any class of relevant securities of
ClearStream, all dealings in any relevant securities of ClearStream
(including by means of an option in respect of, or a derivative
referenced to, any such relevant securities) must be publicly
disclosed by no later than 3.30 p.m. (Dublin time) on the Business
Day following the date of the relevant transaction. This
requirement will continue until the date on which the Offer becomes
or is declared unconditional as to acceptances or lapses or is
otherwise withdrawn or on which the Offer Period otherwise ends. If
two or more persons co-operate on the basis of any agreement,
either express or tacit, either oral or written, to acquire an
interest in relevant securities of ClearStream, they will be deemed
to be a single person for the purpose of Rule 8.3 of the Irish
Rules.
Under the provisions of Rule 8.1 of the Irish Rules, all
"dealings" in "relevant securities" of ClearStream, by ClearStream
or Bard, or by any of their respective "associates", during the
Offer Period must be disclosed by no later than 12.00 noon (Dublin
time) on the Business Day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed can be found
on the Panel's website at www.irishtakeoverpanel.ie.
'Interests in securities' arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks in this paragraph, Dealing Disclosure
Requirements, are defined in the Irish Rules, which can also be
found on the Panel's website. If you are in any doubt as to whether
or not you are required to disclose a dealing under Rule 8, you
should consult the Panel's website at www.irishtakeoverpanel.ie or
contact the Panel on telephone number +353 (0) 1 678 9020; fax
number +353 (0) 1 678 9289.
Not for release, publication or distribution, in whole or in
part, in, into or from any jurisdiction where to do so would
constitute a violation of the relevant laws of such
jurisdiction
20 September 2011
RECOMMENDED CASH OFFER
BY
C. R. BARD, INC.
(acting through its wholly-owned Irish subsidiary, Hastings
Investments Ireland Limited)
FOR
CLEARSTREAM TECHNOLOGIES GROUP plc
1 Introduction
The Boards of C. R. Bard, Inc. ("Bard") and ClearStream
Technologies Group plc ("ClearStream") are pleased to announce that
they have agreed on the terms of a recommended cash Offer for the
whole of the issued and to be issued share capital of ClearStream.
The Offer will be made by Hastings Investments Ireland Limited
("Bard Bidco"), a wholly-owned Irish subsidiary of Bard.
2 The Offer
The Offer, which will be made by Bard Bidco on the terms and
subject to the conditions summarised below and in Appendix 1, and
to be set out in the Offer Document, will be made on the following
basis:
for each ClearStream Share 85 pence in cash
The Offer will be 85 pence in cash for each ClearStream Share,
valuing ClearStream's entire issued ordinary share capital (fully
diluted for the exercise of all outstanding in-the-money options)
at approximately GBP43.8 million.
The Offer represents a premium of approximately:
-- 84 per cent. to the Closing Price of 46 pence per ClearStream
Share on 19 September 2011, being the last Business Day prior to
the date of this announcement;
-- 90 per cent. to the average Closing Price of 45 pence per
ClearStream Share for the 1 month ended 19 September 2011, being
the last Business Day prior to the date of this announcement;
and
-- 111 per cent. to the average Closing Price of 40 pence per
ClearStream Share for the 12 months ended 19 September 2011, being
the last Business Day prior to the date of this announcement.
Further information on the terms and conditions to which the
Offer will be subject are set out in Appendix 1 and will be set out
in the Offer Document, which Bard Bidco intends to despatch to
ClearStream Shareholders as soon as practicable.
3 Background to and reasons for the Offer
Bard continuously evaluates opportunities for the development
and continued growth of its business. Bard Peripheral Vascular, a
provider of a broad range of interventional and surgical medical
devices, strives to deliver life-saving, cutting edge products of
the highest quality to physicians and patients. In May 2009, Bard
Peripheral Vascular and ClearStream formed a strategic partnership
for the manufacture of Bard's Ultraverse(R) line of specialized
percutaneous transluminal angioplasty catheters. Through this close
working relationship, Bard has developed great respect for
ClearStream, its technical expertise and its high quality
workforce.
Bard and ClearStream have complementary core competencies that
will allow the combined business to bring the scale and resources
for continued investment to bolster Bard's vascular product
continuum, through R&D innovation, regulatory expertise,
clinical development, world-class manufacturing and commercial
expansion. ClearStream's strong product development knowledge and
manufacturing capabilities provide an excellent strategic fit for
Bard.
Bard believes that the combination of ClearStream and Bard
presents a mutually attractive opportunity for shareholders and
employees of both organizations. If the Offer is successful,
ClearStream Shareholders will benefit from an attractive, all cash
price, delivered at a significant premium.
4 Background to and reasons for recommending the Offer
The Directors of ClearStream believe that the Offer represents a
compelling valuation of ClearStream, being a premium of
approximately 84 per cent. to the Closing Price of 46 pence per
ClearStream Share on 19 September 2011, being the last Business Day
prior to the date of this announcement. The Directors of
ClearStream further believe that this is a fair valuation of
ClearStream based upon its recent trading, current position and
market conditions.
Having delivered six consecutive years of revenue growth, the
prospects of ClearStream as an independent company remain strong.
The Offer reflects the progress ClearStream has made in recent
years and in particular, its strong position in the peripheral
angioplasty market. Given the resources and expertise at Bard's
disposal, the Directors of ClearStream recognise significant scope
for synergistic growth and further development under Bard's
stewardship while enabling ClearStream Shareholders to realise
their investment in full.
Moreover, the Directors of ClearStream have been assured that
Bard intends to continue to develop ClearStream's business and
retain ClearStream's R&D and manufacturing facilities in
Enniscorthy, Co. Wexford, Ireland while honouring the existing
agreements with ClearStream's brand distributors and OEM customers,
which also makes the Offer attractive to stakeholders in
ClearStream. In particular, Bard intends to invest in, and continue
ClearStream's planned expansion of, ClearStream's existing pilot
plant at Enniscorthy, Co. Wexford.
5 Irrevocable undertakings
Bard Bidco has received irrevocable undertakings to accept the
Offer from the ClearStream Directors and the company secretary of
ClearStream in respect of their entire beneficial holdings of
ClearStream Shares amounting to, in aggregate, 8,001,553
ClearStream Shares (representing approximately 16 per cent. of the
current issued share capital of ClearStream) and in respect of
755,338 ClearStream Shares issuable pursuant to ClearStream Share
Options held by them (representing, with their holdings of
ClearStream Shares, approximately 17 per cent. of the issued share
capital of ClearStream on a fully diluted basis). These
undertakings will cease to be binding only if: (i) the Offer
Document is not posted within 7 days of the date of this
announcement; (ii) the Offer has not been declared unconditional as
to acceptances by 42 days after the date of the Offer Document; or
(iii) the Offer lapses or is withdrawn or Bidco makes an
announcement to that effect. These undertakings remain binding in
the event of a competing offer being made for ClearStream.
Bard Bidco has received irrevocable undertakings to accept the
Offer from the following ClearStream Shareholders: Legal and
General Investment Management, Henderson Global Investors, Williams
de Broe, ICC Equity Partners Limited and Royal Bank Ventures
Investments Limited in respect of, in aggregate, 16,528,114
ClearStream Shares, representing approximately 33 per cent. of the
current issued share capital of ClearStream. These undertakings
will cease to be binding if: (i) the Offer Document is not posted
within 7 days of the date of this announcement; (ii) the Offer has
not been declared unconditional as to acceptances by 42 days after
the date of the Offer Document; (iii) the Offer lapses or is
withdrawn or Bard Bidco makes an announcement to that effect; or
(iv) within a specified period of 5 to 21 days after posting of the
Offer Document, a third party announces a firm intention to make an
offer for ClearStream on terms which represent an improvement of 10
per cent. or more on the value of the consideration offered under
the Offer.
Bard Bidco has received an undertaking from BlackRock to accept
the Offer in respect of 4,660,000 ClearStream Shares, representing
approximately 9 per cent. of the current issued share capital of
ClearStream. The terms of the undertaking provide that BlackRock
may deal with its ClearStream Shares otherwise than as envisaged by
the undertaking if instructed to do so by those of its clients
holding direct or indirect interests in the ClearStream Shares held
by BlackRock. In addition, the undertaking ceases to be of effect
if: (i) the Offer Document is not posted within 7 days of the date
of this announcement; (ii) the Offer has not been declared
unconditional as to acceptances by 42 days after the date of the
Offer Document; (iii) the Offer lapses or is withdrawn or Bard
Bidco makes an announcement to that effect; or (iv) prior to the
Offer becoming unconditional in all respects, a third party
announces a firm intention to make an offer for ClearStream on
terms which represent at least a 10 per cent. premium to the value
of the Offer.
6 Information on Bard and Bard Bidco
Bard
Bard is listed on the New York Stock Exchange and is a leading
multinational developer, manufacturer and marketer of innovative,
life-enhancing medical technologies in the fields of vascular,
urology and oncology and surgical specialty products.
Bard markets its products and services worldwide to hospitals,
individual health care professionals, extended care facilities, and
alternate site facilities.
Bard pioneered the development of single-patient-use medical
products for hospital procedures; today Bard is dedicated to
pursuing technological innovations that offer superior clinical
benefits while helping to reduce overall healthcare costs.
Outside the US, Europe and Japan are Bard's largest markets,
while certain emerging markets in Asia and Latin America are Bard's
fastest growing markets. Bard is based in New Jersey, US, with
approximately 11,700 employees worldwide and business operations in
90 countries.
Bard Bidco
Bard Bidco is a newly incorporated Irish company established to
make the Offer. It is a wholly-owned Irish subsidiary of Bard. Bard
Bidco has not traded since its incorporation and has not entered
into any material obligations other than in connection with the
Offer, further details of which are described in this
announcement.
7 Information on ClearStream
ClearStream is listed on the AIM market of the London Stock
Exchange and develops, manufactures and sells proprietary products
used in angioplasty, the opening up of occluded blood vessels by
minimally invasive surgical techniques. ClearStream has developed
into a profitable medical device company over the past five years,
and its product portfolio encompasses several catheters which offer
the interventionalist different diameters, sizes and types of
balloon and stent for coronary and peripheral applications. From
its origins as a contract (OEM) manufacturer, ClearStream has
developed its own range of products and expanded its distribution
network to become a global participant in the coronary and
peripheral angioplasty markets.
ClearStream is based in Enniscorthy, Co. Wexford, Ireland, and
has approximately 285 employees.
8 Current trading and prospects of ClearStream
As ClearStream announced in its trading update on 15 August
2011, the ClearStream Group enjoyed a strong finish to the year's
trading, particularly in light of the continuing challenging
economic conditions that have prevailed in many of the geographical
and segmental markets which ClearStream serves. ClearStream
generated revenues of approximately EUR20.6 million (2010: EUR15.1
million) in the year ended 31 July 2011, which revenues include
sales to Bard under its current supply arrangements as well as
revenues from certain recently completed R&D projects, with
EBITDA of EUR2.1 million (2010: EUR1.1 million).
9 Management and employees
The Bard Group attaches great importance to the skills and
experience of the existing management and employees of the
ClearStream Group. Bard has no specific plans to make any changes
at this time that would involve any material repercussions on
overall employment, and Bard believes the prospects for growth
should lead to increased employment opportunities over time. Bard
has given assurances to ClearStream that the existing employment
rights, including pension rights, of all employees of the
ClearStream Group will be safeguarded. Bard has confirmed that it
has no intention to change the main locations of ClearStream's
places of business, and Bard expects to invest in and continue
ClearStream's planned expansion of its existing pilot plant at
Enniscorthy, Co. Wexford for new product research, development and
medical device manufacturing.
Bard and ClearStream have agreed that, 30 days after the Offer
becomes wholly unconditional, Andrew Jones will cease to be an
employee of the ClearStream Group. Bard and Mr. Jones intend to
enter into a consultancy agreement in respect of the period
following termination of Mr. Jones's employment.
10 Financing the Transaction
The cash consideration of up to GBP43.8 million payable by Bard
Bidco under the Offer is to be funded out of Bard's existing cash
resources.
The Offer does not require Bard shareholder approval.
Barclays Capital, financial adviser to Bard and Bard Bidco, is
satisfied that sufficient resources are available to Bidco to
satisfy in full the cash consideration payable to ClearStream
Shareholders under the terms of the Offer.
11 ClearStream Share Options
Appropriate proposals will be made to holders of ClearStream
Share Options in due course.
12 Expenses Reimbursement Agreement
ClearStream has entered into an expenses reimbursement agreement
dated 20 September 2011 with Bard Bidco (the "Expenses
Reimbursement Agreement"), the terms of which have been approved by
the Panel. Under the Expenses Reimbursement Agreement, ClearStream
has agreed to pay specific, quantifiable third party costs and
expenses incurred by Bard Bidco in connection with the Offer
(including vouched out of pocket expenses incurred by third party
advisers to Bard Bidco) in the circumstances outlined below. The
liability of ClearStream to pay these amounts is limited to a
maximum amount equal to 1 per cent. of the total value of the
entire issued share capital of ClearStream (excluding any
ClearStream Shares held in treasury by ClearStream and ClearStream
Shares held by Bard Bidco or any Associate of Bard Bidco) at the
Offer Price per ClearStream Share. The circumstances in which such
payment will be made are if:
-- the ClearStream Directors fail to make a unanimous and
unqualified recommendation to the ClearStream Shareholders to
accept the Offer, or withdraw, qualify or adversely modify that
recommendation except where (i) the Offer Document is not posted
within 10 days of this announcement; (ii) the Offer has not become
or been declared unconditional as to acceptances by 42 days
following the date of the Offer Document; or (iii) Bard Bidco
announces that it will not proceed with the Offer or the Offer
lapses or is withdrawn; or
-- the Offer is withdrawn or lapses in accordance with its terms
and before such withdrawal or lapse an Alternative Announcement is
made and is recommended by the Board of ClearStream to the
ClearStream Shareholders and such Competing Proposal becomes or is
declared unconditional in all respects, becomes effective or is
otherwise completed.
For the purposes of the Expenses Reimbursement Agreement, an
"Alternative Announcement" means an announcement of a Competing
Proposal made after the date of the Expenses Reimbursement
Agreement by ClearStream, any other member of the ClearStream Group
or any third party which is not acting in concert with Bard Bidco.
In this regard, a "Competing Proposal" means:
(a) an offer or possible offer (whether or not subject to
preconditions) put forward by any person other than Bard Bidco (or
any person acting in concert with Bard Bidco) in respect of, or
for, the issued ordinary share capital of ClearStream;
(b) the acquisition, or possible acquisition, of the whole or
any part of the assets or business of the ClearStream Group which
is material in the context of the ClearStream Group; or
(c) any other proposal which would, if implemented, result in an
acquisition of control of ClearStream (within the meaning of the
Irish Takeover Panel Act, 1997);
in each case howsoever it is proposed that such offer, proposal
or transaction be implemented.
finnCap, the independent financial adviser to the ClearStream
Directors, has confirmed in writing to the Panel that, in the
opinion of the ClearStream Directors and finnCap, in the context of
the Offer, the Expenses Reimbursement Agreement is in the best
interests of ClearStream and ClearStream Shareholders.
13 Implementation Agreement
ClearStream, Bard and Bard Bidco have also entered into an
Implementation Agreement dated 20 September 2011 which, along with
the Expenses Reimbursement Agreement, governs their relationship
during the period until the Offer becomes effective, lapses or is
withdrawn. Among other things, the parties have agreed to cooperate
to implement the Offer and ClearStream has entered into certain
undertakings concerning the conduct of its business and the
provision of certain further information during that period.
The Implementation Agreement will terminate on the earliest to
occur of:
(i) the date on which the Offer lapses, is withdrawn, is closed
for acceptances without becoming or being declared wholly
unconditional, or otherwise ceases to be capable of becoming
effective;
(ii) the Unconditional Date, being the date on which Bard Bidco
declares the Offer unconditional as to acceptances; and
(iii) 31 December 2011 (or such other date as the parties, with
the consent of the Panel, may agree).
The Implementation Agreement may also be terminated by either
Bard Bidco or ClearStream (unless such event has been caused by
that party's breach) following the earlier to occur of:
(iv) a failure to satisfy any of the Conditions set out in
Appendix 1 to this announcement that cannot be waived in accordance
with the Conditions; and
(v) any of the Conditions becoming incapable of being satisfied
and, where such Condition is capable of waiver, Bard Bidco having
notified ClearStream that it will not waive such Condition.
Further details of the Implementation Agreement will be set out
in the Offer Document.
14 Disclosure of interests in ClearStream
Save for the irrevocable undertakings referred to in paragraph 5
above and the arrangements contained in the Implementation
Agreement, as at the date of this announcement, neither Bard nor
Bard Bidco nor, so far as the Directors of Bard and the Directors
of Bard Bidco are aware, any person acting in concert with either
of them, has any interest in or right to subscribe for any relevant
securities of ClearStream nor are they party to any short positions
(whether conditional or absolute, and whether in the money or
otherwise) relating to relevant securities of ClearStream,
including any short positions under derivatives, agreements to sell
or any delivery obligations or rights to require another person to
take delivery. Neither Bard nor Bard Bidco nor, so far as the
Directors of Bard and the Directors of Bard Bidco are aware, any
person acting in concert with either of them, has borrowed or lent
any relevant securities of ClearStream.
Neither Bard Bidco nor any person acting in concert with Bard
Bidco has any arrangement in relation to ClearStream Shares, or any
securities convertible or exchangeable into ClearStream Shares or
options (including traded options) in respect of, or derivatives
referenced to, ClearStream Shares. For these purposes,
'arrangement' includes an indemnity or option arrangement, any
agreement or understanding, formal or informal, of whatever nature,
relating to relevant securities which is, or may be, an inducement
to deal or refrain from dealing in such securities.
15 Delisting, cancellation or trading, compulsory acquisition
and re-registration
If the Offer becomes or is declared unconditional in all
respects, and sufficient acceptances under the Offer are received,
Bard intends to procure that ClearStream makes an application to
cancel the listing of ClearStream Shares on AIM. Such de-listing
would significantly reduce the liquidity and marketability of any
ClearStream Shares that are not assented to the Offer at that
time.
Upon the Offer becoming or being declared unconditional in all
respects, and sufficient acceptances under the Offer having been
received, Bard intends to exercise its rights pursuant to the
provisions of section 204 of the Irish Companies Act to acquire
compulsorily the remaining ClearStream Shares in respect of which
the Offer has not been accepted on the same terms as the Offer.
It is anticipated that cancellation of listing on AIM will take
effect no earlier than 20 Business Days after either (i) the date
on which Bard Bidco has, by virtue of its shareholdings and
acceptances of the Offer, acquired or agreed to acquire issued
share capital carrying 75 per cent. of the voting rights attached
to the ClearStream Shares or (ii) the first date of issue of
compulsory acquisition notices by Bidco under the relevant section
of the Irish Companies Act. Upon the occurrence of either of the
events described above, Bard Bidco will make an announcement at the
appropriate time confirming that the 20 Business Day notice period
has commenced and the anticipated date of cancellation.
It is also intended that, following the Offer becoming or being
declared unconditional, ClearStream will be re-registered as a
private company under the relevant provisions of the Irish
Companies (Amendment) Act 1983.
16 Overseas Shareholders
The availability of the Offer to persons not resident in
Ireland, the United Kingdom or the United States may be affected by
the laws of the relevant jurisdiction. Any persons who are subject
to the laws of any jurisdiction other than Ireland, the United
Kingdom or the United States should inform themselves about, and
observe, any applicable requirements of that jurisdiction. Further
details in relation to Overseas Shareholders will be contained in
the Offer Document.
17 General
Further information on the terms and conditions to which the
Offer will be subject are set out in Appendix 1 and will be set out
in the Offer Document, which Bard intends to despatch to
ClearStream Shareholders as soon as practicable. The Offer Document
will include a letter of recommendation from the Chairman of
ClearStream and a Form of Acceptance.
Appendix 2 of this announcement contains the sources and bases
of certain information used in this announcement.
Appendix 3 sets out further details of irrevocable undertakings
given in connection with the Offer.
Appendix 4 of this announcement contains definitions of certain
terms used in this announcement.
18 Enquiries
For further information contact:
Bard Investor Relations Todd W. Garner Vice President, Investor
Relations
Phone: +1 908-277-8065
Media Relations: Scott T. Lowry Vice President and Treasurer
Phone: +1 908-277-8365
Barclays Capital (financial adviser to Bard and Bidco) Derek
Shakespeare
Phone: +44 (0) 20 7632 2323
ClearStream
Andrew Jones
Phone: +353 (0)53 9237 111
finnCap (financial adviser to ClearStream)
Marc Young
Charlotte Stranner
Phone: +44 (0) 20 7600 1658
Responsibility Statements
The Directors of ClearStream accept responsibility for the
information contained in this announcement relating to ClearStream,
the ClearStream Group, the Directors of ClearStream and members of
their immediate families, related trusts and persons connected with
them, and for the recommendation and related opinions of the
Directors of ClearStream contained in this announcement. To the
best of the knowledge and belief of the Directors of ClearStream
(who have taken all reasonable care to ensure that such is the
case), the information contained in this announcement for which
they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such
information.
The Directors of Bard and Bidco accept responsibility for the
information contained in this announcement other than that relating
to ClearStream, the ClearStream Group, the Directors of ClearStream
and members of their immediate families, related trusts and persons
connected with them, and any recommendation and related opinions of
the Directors of ClearStream. To the best of the knowledge and
belief of the Directors of Bard and Bidco (who have taken all
reasonable care to ensure that such is the case), the information
contained in this announcement for which they accept responsibility
is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Financial Advisers
Barclays Capital, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Bard and Bidco and no one else in connection with
the Offer and will not be responsible to anyone other than Bard and
Bidco for providing the protections afforded to customers of
Barclays Capital or for providing advice in relation to the Offer
or in relation to the matters described in this announcement or any
transaction or arrangement referred to herein.
finnCap, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for
ClearStream and no one else in connection with the Offer and will
not be responsible to anyone other than ClearStream for providing
the protections afforded to clients of finnCap or for providing
advice in relation to the Offer or any other matters referred to in
this announcement or any transaction or arrangement referred to
herein.
General
This announcement is for informational purposes and does not
constitute an offer to sell or an invitation to purchase, sell,
subscribe or exchange any securities or the solicitation of an
offer to purchase, sell, subscribe or exchange any securities,
pursuant to the Offer or otherwise. The Offer Document and Form of
Acceptance will be made available to all ClearStream Shareholders
at no cost to them. ClearStream Shareholders are advised to read
the Offer Document and the accompanying Form of Acceptance when
they are sent to them because they will contain important
information.
The distribution of this announcement in jurisdictions other
than Ireland may be restricted by law and therefore any persons who
are subject to the laws of any jurisdiction other than Ireland
should inform themselves about, and observe, any applicable
requirements. This announcement has been prepared for the purpose
of complying with Irish law and the Irish Rules 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 Ireland.
Copies of this announcement and all other documents related to
the announcement are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction and persons receiving
this announcement (including custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send it in or
into or from any Restricted Jurisdiction.
The availability of the Offer to persons not resident in Ireland
may be affected by the laws of the relevant jurisdiction in which
they are located. Persons who are not resident in Ireland should
inform themselves of and observe any applicable requirements.
Each ClearStream Shareholder who is in any doubt as to the
action to be taken should consult his independent professional
adviser immediately.
This announcement is made pursuant to Rule 2.5 of the Irish
Rules.
Pursuant to Rule 2.6(c) of the Irish Rules, this announcement
will be made available to ClearStream's and Bard's employees.
Forward-Looking Statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of the ClearStream Group and the Bard Group and certain
plans and objectives of the Boards of ClearStream and Bard. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "target", "
expect", "estimate" , "intend", "plan", "goal", " believe", "will",
"may", "should", "would", "could" or other words of similar
meaning. These statements are based on assumptions and assessments
made by the Boards of ClearStream and Bard in light of their
experience and their perception of historical trends, current
conditions, expected future developments and other factors they
believe appropriate. By their nature, forward-looking statements
involve risk and uncertainty, and the factors described in the
context of such forward-looking statements in this announcement
could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking
statements.
Should one or more of these risks or uncertainties materialise,
or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this announcement.
ClearStream and Bard assume no obligation to update or correct the
information contained in this announcement, whether as a result of
new information, future events or otherwise, except to the extent
legally required.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and publication of this announcement shall not
give rise to any implication that there has been no change in the
facts set out in this announcement since such date. Nothing
contained in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of
ClearStream or Bard except where expressly stated.
Rule 8 - Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Irish Rules, if any
person is, or becomes, 'interested' (directly or indirectly) in one
per cent. or more of any class of relevant securities of
ClearStream, all dealings in any relevant securities of ClearStream
(including by means of an option in respect of, or a derivative
referenced to, any such relevant securities) must be publicly
disclosed by no later than 3.30 p.m. (Dublin time) on the Business
Day following the date of the relevant transaction. This
requirement will continue until the date on which the Offer becomes
or is declared unconditional as to acceptances or lapses or is
otherwise withdrawn or on which the Offer Period otherwise ends. If
two or more persons co-operate on the basis of any agreement,
either express or tacit, either oral or written, to acquire an
interest in relevant securities of ClearStream, they will be deemed
to be a single person for the purpose of Rule 8.3 of the Irish
Rules.
Under the provisions of Rule 8.1 of the Irish Rules, all
"dealings" in "relevant securities" of ClearStream, by ClearStream
or Bard, or by any of their respective "associates", during the
Offer Period must be disclosed by no later than 12.00 noon (Dublin
time) on the Business Day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed can be found
on the Panel's website at www.irishtakeoverpanel.ie.
'Interests in securities' arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks in this paragraph, Rule 8 - Dealing
Disclosure Requirements, are defined in the Irish Rules, which can
also be found on the Panel's website. If you are in any doubt as to
whether or not you are required to disclose a dealing under Rule 8,
you should consult the Panel's website at www.irishtakeoverpanel.ie
or contact the Panel on telephone number +353 (0) 1 678 9020; fax
number +353 (0) 1 678 9289.
APPENDIX 1 Conditions to Implementation of the Offer
The Offer will comply with the Irish Rules and, where relevant,
the rules of AIM and will be subject to the terms and conditions
set out in this announcement and to be set out in the Offer
Document. The Offer will be governed by the laws of Ireland and
will be subject to the exclusive jurisdiction of the courts of
Ireland, which exclusivity shall not limit the right to seek
provisional or protective relief in the courts of another country
during or after any substantive proceedings have been instituted in
Ireland, nor shall it limit the right to bring enforcement
proceedings in another State on foot of an Irish judgment.
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 1.00 p.m. (Dublin time) on the initial
closing date (or such later time(s) and/or date(s) as Bidco may,
with the consent of the Panel or in accordance with the Irish
Rules, decide) in respect of not less than 80 per cent. (or such
lower percentage as Bidco may decide) in nominal value of the
ClearStream Shares Affected, provided that this condition shall in
no event be satisfied unless Bidco shall have acquired or agreed to
acquire (whether pursuant to the Offer or otherwise) ClearStream
Shares conferring in aggregate more than 50 per cent. of the voting
rights then exercisable at a general meeting of ClearStream.
For the purposes of this condition:
(i) any ClearStream Shares which have been unconditionally
allotted shall be deemed to carry the voting rights they will carry
upon their being entered in the register of members of ClearStream;
and
(ii) the expression ClearStream Shares Affected shall mean:
(A) ClearStream Shares which have been issued or unconditionally
allotted on or before the date the Offer is made; and
(B) ClearStream Shares which have been issued or unconditionally
allotted after that date but before the time at which the Offer
closes, or such earlier date as Bidco may, subject to the Irish
Rules, decide (not being earlier than the date on which the Offer
becomes unconditional as to acceptances or, if later, the initial
closing date);
but excluding any ClearStream Shares which, on the date the
Offer is made, are held in the beneficial ownership of Bidco within
the meaning of Section 204 of the Irish Companies Act;
(b) no national, federal, local or governmental commission,
board, body, bureau, or other regulatory authority or agency,
including courts and other judicial bodies, any competition,
anti-trust or supervisory body or other governmental, regulatory
agency or body or securities exchange, including any
instrumentality or entity designed to act for or on behalf of any
of the foregoing, in each case, having instituted or implemented
any action, proceeding, investigation, enquiry, reference or suit
or having made, enforced, enacted, issued or deemed applicable to
the Offer any statute, regulation or order or having withheld any
consent which would reasonably be expected to:
(i) make the Offer or the acquisition or the proposed
acquisition of any shares in, or control of, ClearStream by any
member of the Wider Bard Group void, unenforceable or illegal under
the laws of any relevant jurisdiction or directly or indirectly
prohibit or otherwise materially restrict or delay the
implementation of, or impose material additional adverse conditions
or obligations with respect thereto, or require amendment thereof,
the Offer or the acquisition of any shares in, or control of,
ClearStream by any member of the Wider Bard Group;
(ii) except where the consequences thereof would not be material
(in value terms or otherwise) in the context of the Wider
ClearStream Group taken as a whole or the Wider Bard Group taken as
a whole, (A) require, prevent or delay the divestiture (or alter
the terms of any proposed divestiture) by the Wider Bard Group or
the Wider ClearStream Group of all or any substantial part of their
respective businesses, assets or properties (including, without
limitation, the shares or securities of any other member of the
ClearStream Group) or (B) impose any material limitation on their
ability to conduct all or any part of their respective businesses
and to own or control any of their respective assets or
properties;
(iii) impose any material limitation or delay on the ability of
Bidco to acquire, or to hold or to exercise effectively, directly
or indirectly, all or any material rights of ownership of shares,
ClearStream Shares, (or the equivalent) in, or to exercise voting
or management control over, ClearStream or any subsidiary or
subsidiary undertaking of ClearStream which is material in the
context of the Wider ClearStream Group taken as a whole (each a
'Material Subsidiary') or on the ability of any member of the Wider
ClearStream Group to hold or exercise effectively, directly or
indirectly, rights of ownership of shares (or the equivalent) in,
or to exercise rights of voting or management control over, any
member of the Wider ClearStream Group;
(iv) except where the consequences thereof would not be material
(in value terms or otherwise) in the context of the Wider
ClearStream Group taken as a whole, require any member of the Bard
Group or any member of the Wider ClearStream Group to acquire or
offer to acquire any shares or other securities (or the equivalent)
in, or any interest owned by, any member of the Wider ClearStream
Group owned by any third party;
(v) except where the consequences thereof would not be material
(in value terms or otherwise) in the context of the Wider
ClearStream Group taken as a whole, cause any member of the Wider
ClearStream Group to cease to be entitled to any authorisations,
clearances, consents, grants, licences, permissions and approvals
in Ireland used by it in the carrying on of its business; or
(vi) otherwise materially adversely affect the business,
financial condition or results of operations of the Wider
ClearStream Group taken as a whole;
for the purposes of this Appendix I, the effects referred to in
the foregoing sub-paragraphs (i) through (vi) are referred to as a
Restraint;
(c) Bidco or ClearStream (as applicable) having obtained from
any board, body, bureau, or other regulatory authority or agency,
including courts and other judicial bodies, or any Irish
competition, anti-trust or supervisory body or other governmental,
regulatory agency or body or securities exchange, including any
instrumentality or entity designed to act for or on behalf of any
of the foregoing (each a Governmental Authority) all Clearances
required to be obtained or made by the Wider ClearStream Group or
Bidco in connection with the Offer (except, in each case, for any
Clearance or additional instrument that does not impose a Restraint
on ClearStream or Bidco), it being understood that neither
ClearStream nor Bidco shall be required to make any material
payments, other than filing or other fees payable to a Governmental
Authority for seeking the relevant Clearance, all such Clearances
remaining in full force and effect, there being no notified
intention to revoke or vary or not to renew the same at the time at
which the Offer becomes otherwise unconditional;
(d) all applicable waiting periods during which any Governmental
Authority could, in respect of the Offer or the proposed
acquisition of any shares or other securities (or the equivalent)
in, or control of, ClearStream or any member of the Wider
ClearStream Group by Bidco, institute or implement any legal
action, proceeding or suit under the laws of any jurisdiction which
would be reasonably expected to have a material adverse effect (in
value terms or otherwise) in the context of the Wider ClearStream
Group taken as a whole), having expired, lapsed or been
terminated;
(e) except as disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise, facility, lease
or other instrument to which any member of the ClearStream Group is
a party or by or to which any such member or any of its respective
assets is bound, entitled or be subject and which, in consequence
of the Offer would or would be reasonably expected to result
(except where, in any of the following cases, the consequences
thereof would not be material (in value terms or otherwise) in the
context of the Wider ClearStream Group taken as whole) in:
(i) any monies borrowed by, or any indebtedness or liability
(actual or contingent) of, or any grant available to any member of
the ClearStream Group becoming, or becoming capable of being
declared, repayable immediately or prior to their or its stated
maturity;
(ii) the creation or enforcement of any mortgage, charge or
other security interest wherever existing or having arisen over the
whole or any part of the business, property or assets of any member
of the ClearStream Group or any such mortgage, charge or other
security interest becoming enforceable;
(iii) any such arrangement, agreement, licence, permit,
franchise, facility, lease or other instrument or the rights,
liabilities, obligations or interests of any member of the
ClearStream Group thereunder, or the business of any such members
with, any person, firm or body (or any arrangement or arrangements
relating to any such interest or business) being terminated or
adversely modified or any adverse action being taken or any
obligation or liability arising thereunder;
(iv) any assets or interests of, or any asset the use of which
is enjoyed by, any member of the ClearStream Group being or falling
to be disposed of or charged, or ceasing to be available to any
member of the ClearStream Group or any right arising under which
any such asset or interest would be required to be disposed of or
charged or would cease to be available to any member of the
ClearStream Group other than in the ordinary course of
business;
(v) any Material Subsidiary ceasing to be able to carry on
business; or
(vi) the creation of any liability or liabilities (actual or
contingent) by any member of the ClearStream Group;
unless, if any such provision exists, such provision shall have
been waived, modified or amended on terms reasonably satisfactory
to Bidco;
(f) save as disclosed and/or save as publicly disclosed by
ClearStream by the making of an announcement to the London Stock
Exchange at any time up to 20 September 2011 (being the date of
this announcement) or otherwise publicly disclosed in the interim
results of the ClearStream Group for the period ended 31 July 2011,
no member of the ClearStream Group having after the date of this
announcement:
(i) except upon any grant or exercise of options pursuant to the
ClearStream Share Options, issued or agreed to issue additional
shares of any class, or securities convertible into or exchangeable
for, or rights, warrants or options to subscribe for or acquire,
any such shares or convertible or exchangeable securities save with
the consent of Bidco and the Panel;
(ii) recommended, declared, paid or made or issued any bonus
issue, dividend or other distribution other than bonus issues,
dividends or other distributions lawfully paid or made by a wholly
owned subsidiary of ClearStream to another member of the
ClearStream Group;
(iii) save for intra-ClearStream Group transactions, made or
authorised, proposed or announced any change in its loan capital
(save in respect of loan capital which is not convertible into
share capital and is not material (in value terms or otherwise) in
the context of the ClearStream Group taken as a whole);
(iv) implemented, authorised, proposed or announced its
intention to propose any merger, demerger, reconstruction,
amalgamation, scheme or (except in the ordinary and usual course of
trading) acquisition or disposal of (or of any interest in) assets
or shares (or the equivalent thereof) in any undertaking or
undertakings (except in any such case where the consequences of any
such merger, demerger, reconstruction, amalgamation, scheme,
acquisition or disposal would not be material (in value terms or
otherwise) in the context of the ClearStream Group taken as a
whole);
(v) except in the ordinary course of business or save as
disclosed entered into or materially improved, or made any offer
(which remains open for acceptance) to enter into or materially
improve, the terms of any non-executive director (save as
disclosed) or the terms of any employment contract with any
director of ClearStream or any member of the ClearStream senior
management team or permitted a variation in the terms or rules
governing the ClearStream Share Options (save as disclosed);
(vi) issued any loan capital or debentures or (save as disclosed
or in the ordinary course of business and save for
intra-ClearStream Group transactions and except where the
consequences thereof would not be material (in value terms or
otherwise) in the context of the ClearStream Group, taken as a
whole) incurred any indebtedness;
(vii) purchased, redeemed or repaid, or announced any offer to
purchase, redeem or repay, any of its own shares or other
securities (or the equivalent) or reduced or made any other change
to any part of its share capital (except for any exercise of
options pursuant to the ClearStream Share Options);
(viii) merged with any body corporate, partnership or business,
or (except as disclosed or where the consequences thereof would not
be material (in value terms or otherwise) in the context of the
ClearStream Group, taken as a whole) acquired or disposed of,
transferred any asset or mortgaged or encumbered any assets or any
right, title or interest in any asset (including shares and trade
investments) other than in the ordinary course of business;
(ix) (except in the ordinary course of business or where the
consequences thereof would not be material (in value terms or
otherwise) in the context of the Wider ClearStream Group taken as a
whole or save as disclosed) entered into or varied in any respect
any contract, transaction, arrangement or commitment or announced
its intention to enter into or vary in any respect any contract,
transaction, arrangement or commitment (whether in respect of
capital expenditure or otherwise) which is of a long term, onerous
or unusual nature or magnitude or which is or would be materially
restrictive on the business of the Wider ClearStream Group taken as
a whole;
(x) (except where the consequences thereof would not be material
(in value terms or otherwise) in the context of the Wider
ClearStream Group taken as a whole) been unable, or admitted in
writing that it is unable, to pay its debts or having stopped or
suspended (or threatened to stop or suspend) payment of its debts
generally or ceased to carry on all or a substantial part of any
business;
(xi) (except where the consequences thereof would not be
material (in value terms or otherwise) in the context of the Wider
ClearStream Group taken as a whole) made or agreed to any
significant change to the terms of the trust deeds (including the
termination or partial termination of the trusts) constituting the
pension schemes established for its Directors and/or employees
and/or their dependants or to the benefits which accrue, or to the
pensions which are payable thereunder, or to the basis on which
qualification for or accrual or entitlement to such benefits or
pensions are calculated or determined, or to the basis upon which
the liabilities (including pensions) of such pension schemes are
funded or made, or agreed or consented to any change to the
trustees involving the appointment of a trust corporation;
(xii) save in respect of a voluntary solvent liquidation of a
member of the Wider ClearStream Group which was solvent and dormant
at the relevant time or a member of the Wider ClearStream Group
which is not a Material Subsidiary, taken any corporate action or
(except where the consequences thereof would not be material (in
value terms or otherwise) in the context of the Wider ClearStream
Group taken as a whole) had any legal proceedings instituted
against it in respect of its winding-up, dissolution, examination
or reorganisation or for the appointment of a receiver, examiner,
administrator, administrative receiver, trustee or similar officer
of all or any part of its assets or revenues, or (A) been the
subject of any analogous proceedings in any jurisdiction, or (B)
appointed any analogous person in any jurisdiction in which
ClearStream or any Material Subsidiary shall be incorporated or
carry on any business;
(xiii) entered into any agreement, contract or binding
commitment or passed any resolution or made any offer or
announcement with respect to, or to effect any of the transactions,
matters or events set out in this condition (without prejudice to
the exceptions to each paragraph with regard to materiality and
other matters); or
(xiv) except in the case of amendments to the memoranda or
articles of association of subsidiaries which are not material,
amended its memorandum and articles of association (save as agreed
with Bidco).
(g) save as disclosed and/or save as publicly disclosed by
ClearStream by the making of an announcement to the London Stock
Exchange at any time up to 20 September 2011 (being the date of
this announcement), there not having arisen since the date of this
announcement any adverse change or adverse deterioration in the
business, financial condition or results of operations of the
ClearStream Group taken as a whole (save to an extent which would
not be material (in value terms or otherwise) in the context of the
Wider ClearStream Group taken as a whole); and
(h) save as disclosed and/or save as publicly disclosed by
ClearStream by the making of an announcement to the London Stock
Exchange at any time up to 20 September 2011 (being the date of
this announcement), Bidco not having discovered that any financial,
business or other information concerning the ClearStream Group
which is material in the context of the Wider ClearStream Group
taken as a whole is materially misleading or contains a material
misrepresentation of fact.
For the purposes of the conditions set out above:
(i) Clearances means all consents, clearances, permissions and
waivers that need to be obtained, all applications and filings that
need to be made and all waiting periods that may need to have
expired, from or under the laws or regulations applied by any
Governmental Authority in connection with the implementation of the
Offer and, in each case, that constitute Conditions; and any
reference to Conditions having been "satisfied" shall be construed
as meaning that the foregoing have been obtained, or where
appropriate, made or expired in accordance with the relevant
Condition;
(ii) dataroom means the dataroom and due diligence procedure
conducted by ClearStream at its office at Moyne Upper, Enniscorthy,
Co. Wexford, Ireland and at the offices of WhitneyMoore Solicitors,
Wilton Park House, Wilton Place, Dublin 2;
(iii) disclosed means fairly disclosed in writing by or on
behalf of ClearStream to any member of the Bard Group or its
respective employees, officers or professional advisers at any time
in the period from 13 July 2011 up to 20 September 2011 (being the
date of this announcement) and for the avoidance of doubt includes
information fairly disclosed in writing in any documentation made
available by ClearStream to Bard and its advisers for inspection in
the dataroom;
(iv) intra-ClearStream Group transactions means transactions
between two or more members of the ClearStream Group;
(v) substantial interest means an interest in 20 per cent. or
more of the voting equity capital of an undertaking;
(vi) Wider Bard Group means the Bard Group, its associated
undertakings and any entities in which any member of the Bard Group
holds a substantial interest; and
(vii) Wider ClearStream Group means the ClearStream Group, its
associated undertakings and any entities in which any member of the
ClearStream Group holds a substantial interest.
Subject to the requirements of the Panel, Bidco reserves the
right (but shall be under no obligation) to waive, in whole or in
part, all or any of the conditions except for (a).
The Offer will lapse unless all the conditions set out above are
fulfilled or (if capable of waiver) waived or where appropriate
determined by Bidco in its reasonable opinion to have been or
remain satisfied by midnight on the day which is 21 days after the
later of the initial closing date and the date on which the Offer
becomes or is declared unconditional as to acceptances (or such
later date as Bidco may, with the consent of the Panel or in
accordance with the Irish Rules, decide).
Bidco shall be under no obligation to waive or treat as
fulfilled any of conditions set out at (b) to (h) inclusive by a
date earlier than the date specified above for the satisfaction
thereof notwithstanding that the other conditions of the Offer may
at such earlier date have been waived or fulfilled and that there
are at such earlier date no circumstances indicating that any of
such conditions may not be capable of fulfilment.
If Bidco is required to make an Offer for ClearStream Shares
under the provisions of Rule 9 of the Irish Rules, Bidco may make
such alterations to any of the above conditions as are necessary to
comply with the provisions of that rule.
APPENDIX 2 Bases of Calculation and Sources of Information
(a) Unless otherwise stated, the financial information relating
to the ClearStream Group is extracted from the audited consolidated
financial statements of the ClearStream Group for the relevant
financial year.
(b) The value attributed to the fully diluted ordinary share
capital of ClearStream is based upon 50,293,845 Ordinary Shares in
issue as at the date of this announcement, and no more than
1,177,210 options outstanding over Ordinary Shares at the date of
this announcement in respect of which the exercise price is equal
to or less than the Offer Price.
(c) Unless otherwise stated, all prices for Ordinary Shares have
been derived from AIM and represent the Closing Prices on the
relevant date.
APPENDIX 3 Details of Irrevocable Undertakings
The following holders of ClearStream Shares have given
irrevocable undertakings to accept the Offer:
Number of ClearStream % of ClearStream issued
Name Shares share capital
---------------------------- ---------------------- ------------------------
Andrew Jones 2,152,167 4.3%
---------------------------- ---------------------- ------------------------
Pauline Oakes 286,630 0.6%
---------------------------- ---------------------- ------------------------
Michael Love 4,548,766 9.0%
---------------------------- ---------------------- ------------------------
Gabrielle Gahan 1,013,990 2.0%
---------------------------- ---------------------- ------------------------
Legal and General
Investment Management 7,850,000 15.6%
---------------------------- ---------------------- ------------------------
Henderson Global Investors 3,221,550 6.4%
---------------------------- ---------------------- ------------------------
Williams de Broe 2,403,117 4.8%
---------------------------- ---------------------- ------------------------
ICC Equity Partners 1,593,240 3.2%
---------------------------- ---------------------- ------------------------
Royal Bank Ventures
Limited 1,460,207 2.9%
---------------------------- ---------------------- ------------------------
BlackRock 4,660,000 9.3%
---------------------------- ---------------------- ------------------------
Total 29,189,667 58.0%
---------------------------- ---------------------- ------------------------
APPENDIX 4 Definitions
The following definitions apply throughout this announcement
unless the context otherwise requires:
Acquisition means the proposed acquisition of
the entire issued and to be issued
share capital of ClearStream by Bidco;
AIM the market of that name operated by
the London Stock Exchange;
Barclays Capital Barclays Capital, the investment banking
division of Barclays Bank PLC;
Bard C. R. Bard, Inc., with its principal
office at 730 Central Avenue, Murray
Hill, New Jersey 07974;
Bard Group Bard and its subsidiaries;
Bidco or Bard Bidco Hastings Investments Ireland Limited,
a company incorporated in Ireland
under certificate number 502450;
BlackRock BlackRock Investment Management (UK)
Limited;
Board or Directors the board of Directors of Bard, Bidco or
ClearStream (as the context requires),
in each case at the date of printing of
this document;
Business Day a day (excluding Saturdays, Sundays
and public holidays) on which banks
are open for business in Dublin, London
and New York;
ClearStream ClearStream Technologies Group plc;
ClearStream Group or Group ClearStream and its subsidiary
undertakings and, where the context
permits, each of them;
ClearStream Optionholders the holders of ClearStream Share
Options;
ClearStream Share Options options to subscribe for ClearStream
Shares granted under ClearStream share
option schemes (including the share
option scheme approved by the Irish
Revenue Commissioners, as amended
on 16 September 2011);
ClearStream Shareholders holders of ClearStream Shares;
ClearStream Share(s) the existing issued or unconditionally
allotted and fully paid (or credited as
fully paid) ordinary shares of EUR0.125
each in the capital of ClearStream and
any further such shares which are
unconditionally allotted or issued
before the date on which the Offer
closes (or such earlier date as Bard
Bidco may, with the Panel's consent and
subject to the Irish Rules, decide);
Closing Price the closing middle-market quotation
of a ClearStream Share as derived
from AIM on the relevant date;
Conditions the conditions of the Offer set out
in Appendix 1 and Condition means
any one of them;
EBITDA earnings before interest, tax,
depreciation and amortisation;
Euros, EUR or cents the lawful currency of the Republic
of Ireland;
Form of Acceptance the form of acceptance and authority
relating to the Offer to be despatched
to ClearStream Shareholders with the
Offer Document;
Implementation Agreement the implementation agreement between
ClearStream, Bard and Bidco dated
20 September 2011;
Irish Companies Act the Companies Act 1963 (as amended);
Irish Rules the Irish Takeover Panel Act 1997,
Takeover Rules 2007 to 2008;
London Stock Exchange London Stock Exchange plc;
Offer the offer to be made by Bard Bidco to
acquire the whole of the issued and to
be issued share capital of ClearStream
(other than ClearStream Shares in the
beneficial ownership of Bidco within the
meaning of Section 204 of the Irish
Companies Act) on the terms and subject
to the conditions to be set out in the
Offer Document and the Form of
Acceptance, including, where the context
so requires, any subsequent revision,
variation, extension or renewal of such
offer;
Offer Document the document to be despatched on behalf
of Bidco containing the terms and
conditions of the Offer and, where
appropriate, any other document(s)
containing the full terms and conditions
of the Offer;
Offer Period the period commencing on 20 September
2011 (the date of this announcement)
and ending on the initial closing
date (as defined in Appendix 1) or,
if later, the time at which the Offer
becomes unconditional as to acceptances
or lapses, whichever occurs first;
Offer Price the cash Offer price of 85 pence per
ClearStream Share;
Ordinary Shares ordinary shares of EUR0.125 each in
the capital of ClearStream;
Overseas Shareholders means ClearStream Shareholders whose
registered addresses are outside
Ireland, the UK and the United States or
who are citizens or residents of
countries other than Ireland, the UK and
the United States;
Panel the Irish Takeover Panel;
pounds, GBP or pence the lawful currency of the United
Kingdom;
Restricted Jurisdiction any jurisdiction where local laws or
regulations may result in a significant
risk of civil, regulatory or criminal
exposure if information is sent or made
available to ClearStream Shareholders in
that jurisdiction;
subsidiary and holding company have the meanings given by Section
155 of the Irish Companies Act; and
subsidiary undertaking, associated have the meanings given by the European
undertaking and undertaking Communities (Companies: Group Accounts)
Regulations 1992.
This information is provided by RNS
The company news service from the London Stock Exchange
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