6th Dec 2006 07:03
Synergy Healthcare PLC06 December 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, INTO OR FROMTHE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR FROM ANY OTHERJURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. 6 DECEMBER 2006 INCREASED RECOMMENDED OFFER FOR ISOTRON PLC BY BREWIN DOLPHIN SECURITIES, ON BEHALF OF SYNERGY HEALTHCARE PLC Summary • The boards of Synergy and Isotron announce that they have reached agreement on the terms of an increased recommended offer, with cash alternative, for the entire issued and to be issued share capital of Isotron. • The Increased Recommended Offer will be 1.20702 Synergy Shares for every Isotron Share, valuing each Isotron Share at 839.5p with a Cash Alternative of 800p in cash for every Isotron Share (taking no account of the final dividend of 7.33p paid by Isotron on 1 December 2006). • The Increased Recommended Offer values the existing issued share capital of Isotron at approximately £180.6 million based on the value of a Synergy Share at the Closing Price on 5 December 2006, being the last Business Day prior to this announcement. • The Increased Recommended Offer (taking into account the final dividend of 7.33p paid by Isotron on 1 December 2006) represents: • a premium of approximately 35 per cent to the average Closing Price of 626.6p per Isotron Share for the three months ended 24 October 2006, being the last Business Day prior to the Offer Period; • a premium of approximately 24 per cent to the closing price of 685p per Isotron Share on 24 October 2006, being the last Business Day prior to Isotron's announcement that it had received an approach; • a premium of approximately 5 per cent to the Closing Price of 800p per Isotron Share on 5 December 2006, being the last Business Day prior to this announcement; and • an increase of 11 per cent in the share ratio and an increase of 15 per cent in the Cash Alternative over the Original Offer. • The directors of Isotron, who have been so advised by JPMorgan Cazenove, consider the terms of the Increased Recommended Offer to be fair and reasonable. In providing its advice, JPMorgan Cazenove has taken into account the commercial assessments of the directors of Isotron. Accordingly, the directors of Isotron will unanimously recommend to Isotron Shareholders that they accept the Increased Recommended Offer, as they have themselves irrevocably undertaken to do (or procure to be done) in respect of their own beneficial holdings of Isotron Shares in aggregate, representing approximately 0.6 per cent of the issued share capital of Isotron. Richard Steeves, Chief Executive of Synergy Healthcare said: "Synergy and Isotron are both leaders in the provision of sterilisation servicesto the healthcare market. The directors of Synergy believe the combination ofSynergy and Isotron offers an opportunity for increased growth and shareholdervalue by applying Synergy's proven model of providing outsourced services tohealthcare providers through Isotron's much wider geographic network and byenhancing existing markets by leveraging Isotron's sterilisation expertise. Weare delighted that the Isotron board is recommending our increased offer andlook forward to working together to deliver value to all shareholders." Jonathan Azis, Chairman of Isotron said: "Isotron is an excellent company. An offer to acquire it must reflect the factthat that it is a leading international sterilisation business; Synergy'sIncreased Recommended Offer now does so. The Increased Recommended Offer, inaddition to the dividend of 7.33p paid on 1 December 2006, equates to a totalvalue of 846.8p per Isotron Share which is a premium of 35 per cent to theaverage closing price for the three months ended 24 October 2006 of 626.6p. Therevised Cash Alternative of 807.33p, again with the dividend, is 15 per centabove Synergy's original offer. Accordingly we are recommending thatshareholders accept the Increased Recommended Offer." Enquiries: Synergy Healthcare plc 01332 387 100 Richard Steeves, Chief ExecutiveIvan Jacques, Group Finance Director Brewin Dolphin Securities Ltd 0845 270 8600(financial adviser and broker to Synergy Healthcare plc) Mark BradyMatt DavisAndrew Emmott Financial Dynamics 0207 269 7156(PR adviser to Synergy Healthcare plc) David Yates Isotron plc 01793 891 891 John Barker, Chief ExecutivePaul Wynne, Finance Director JPMorgan Cazenove Ltd 020 7588 2828(financial adviser and broker to Isotron plc) Mark BreuerMichael Wentworth-StanleyJames MitfordAndrew Truscott Hudson Sandler 020 7796 4133(PR adviser to Isotron plc) Alistair Mackinnon-MussonNicola Savage This summary should be read in conjunction with the full text of the attachedannouncement. Appendix 2 to the attached announcement contains definitions of certainexpressions used in this summary. This announcement does not constitute or form part of, an offer or invitation topurchase or subscribe for any securities. The Increased Recommended Offer willbe made solely by means of the Increased Recommended Offer Document and the Formof Acceptance accompanying the Offer Document, which will contain the full termsand conditions of the Increased Recommended Offer including details of how itmay be accepted. The full text of the conditions and further terms of the Increased RecommendedOffer set out in Appendix 1 form part of and should be read in conjunction withthis announcement. Brewin Dolphin is acting for Synergy Healthcare and for no-one else inconnection with the Increased Recommended Offer and will not regard any otherperson as its client nor be responsible to anyone other than Synergy Healthcarefor providing the protections afforded to clients of Brewin Dolphin nor forproviding advice in relation to the Increased Recommended Offer or any matterreferred to in this announcement. Brewin Dolphin is authorised and regulated bythe Financial Services Authority. JPMorgan Cazenove, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusivly for Isotron and no oneelse in connection with the Increased Recommended Offer and will not beresponsible to anyone other than Isotron for providing the protections offeredto clients of JPMorgan Cazenove or for providing advice in relation to mattersreferred toin this announcement. Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes"interested" (directly or indirectly) in one per cent or more of any class of "relevant securities" of Isotron or Synergy, all "dealings" in any relevantsecurities of the relevant company (including by means of an option in respectof, or a derivative referenced to, any such "relevant securities") must bepublicly disclosed by no later than 3.30p.m. on the Business Day following thedate of the relevant transaction. This requirement will continue until the dateon which the Increased Recommended Offer becomes, or is declared, unconditionalas to acceptances, lapses or is otherwise withdrawn or on which the "offerperiod" otherwise ends. If two or more persons act together pursuant to anagreement or understanding, whether formal or informal, to acquire an "interest"in "relevant securities" of Isotron, they will be deemed to be a single personfor the purpose of Rule 8.3 of the City Code. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Isotron by Synergy Healthcare or Isotron, or by any of theirrespective "associates", must be privately and publicly disclosed by no laterthan 12.00 noon on the Business Day following the date of the relevanttransaction. If you are in any doubt as to the application of Rule 8 to you, please contactan independent financial adviser authorised under the Financial Services andMarkets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk orcontact the Panel on telephone number +44 20 7382 9026, fax +44 20 7236 7005. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can also be found on the Panel's website. The availability of the Increased Recommended Offer to Isotron Shareholders whoare not resident in the United Kingdom may be affected by the laws of therelevant jurisdictions in which they are located. Persons who are not residentin the United Kingdom should inform themselves about, and observe, applicablelegal or regulatory requirements of their jurisdiction. The Increased Recommended Offer will not be made, directly or indirectly, in orinto, or by use of the mails, or by any means or instrumentality (including,without limitation, telex, facsimile transmission, telephone, internet or otherforms of electronic communication) of interstate or foreign commerce of, or byany facilities of a national securities exchange of, the United States, Canada,Australia, South Africa or Japan or any other jurisdiction if to do so wouldconstitute a violation of the relevant laws of such jurisdiction and theIncreased Recommended Offer cannot be accepted by any such use, means orinstrumentality or otherwise from or within the United States, Canada,Australia, South Africa or Japan or any other jurisdiction if to do so wouldconstitute a violation of the relevant laws of such jurisdiction. Accordingly,copies of this announcement are not being, and must not be, mailed or otherwiseforwarded, distributed or sent in or into or from any such jurisdiction. Not for release, publication or distribution in whole or in part in, into orfrom the United States, Canada, Australia, South Africa or Japan or any otherjurisdiction where it would be unlawful to do so. 6 December 2006 INCREASED RECOMMENDED OFFER FOR ISOTRON PLC BY BREWIN DOLPHIN SECURITIES, ON BEHALF OF SYNERGY HEALTHCARE PLC 1. Introduction The boards of Synergy and Isotron announce the terms of an Increased RecommendedOffer to be made by Brewin Dolphin on behalf of Synergy Healthcare, to acquirethe whole of the issued and to be issued share capital of Isotron. An Offer Document setting out the terms of the Increased Recommended Offer,including its terms and conditions, will be despatched to Isotron Shareholdersshortly 2. Increased Recommended Offer The Increased Recommended Offer, which will be subject to the conditions andfurther terms set out in Appendix 1 to this announcement and set out or referredto in the Increased Recommended Offer Document and the Form of Acceptance, willbe made on the following basis: for each Isotron Share 1.20702 Synergy Shares The Increased Recommended Offer values each Isotron Share at approximately839.5p (taking no account of the final dividend paid on 1 December 2006) and theexisting issued share capital of Isotron at approximately £180.6 million basedon the value of a Synergy Share at the Closing Price on 5 December 2006, beingthe last Business Day prior to this announcement. A Cash Alternative, in lieu of some or all of the Synergy Shares, will also beoffered on the following basis: for each Isotron Share 800p in cash The Cash Alternative will, unless Synergy and Isotron determine otherwise,remain open for acceptances as long as the Share Offer remains open. Since the Original Offer was made, Isotron Shareholders have also received afinal dividend of 7.33p per Isotron Share which was paid on 1 December 2006. The Increased Recommended Offer, together with the final Isotron dividendreceived since the Original Offer, represents: • a premium of approximately 35 per cent to the average Closing Price of 626.6p per Isotron Share for the three months ended 24 October 2006, being the last Business Day prior to Isotron's announcement that it had received an approach; • a premium of approximately 24 per cent to the closing price of 685p per Isotron Share on 24 October 2006, being the last Business Day prior to Isotron's announcement that it had received an approach; • a premium of approximately 5 per cent to the Closing Price of 800p per Isotron Share on 5 December 2006, being the last Business Day prior to this announcement; and • an increase of 11 per cent in the share ratio and an increase of 15 per cent in the Cash Alternative over the Original Offer. Synergy Shares to be issued in connection with the Increased Recommended Offerwill rank pari passu with existing Synergy Shares in respect of all dividendsmade or declared from the time they are issued and allotted. The Isotron Shares will be acquired under the Increased Recommended Offer fullypaid and free from all liens, equities, charges, encumbrances and otherinterests and together with all rights attaching to them after 26 October 2006(the day of the announcement of the Original Offer ), including the right toreceive all dividends (other than the final Isotron dividend paid on 1 December2006) declared or made thereafter. 3. Recommendation The directors of Isotron, who have been so advised by JPMorgan Cazenove,consider the terms of the Offer to be fair and reasonable. In providing itsadvice, JPMorgan Cazenove has taken into account the commercial assessments ofthe directors of Isotron. Accordingly, the directors of Isotron will unanimouslyrecommend to Isotron Shareholders that they accept the Offer, as they havethemselves irrevocably undertaken to do (or procure to be done) in respect oftheir own beneficial holdings of Isotron Shares in aggregate, representingapproximately 0.6 per cent of the issued share capital of Isotron. 4. Acceptances and undertakings As at 3.00 pm on 5 December 2006, valid acceptances had been received in respectof a total of 6,216,244 Isotron Shares, representing approximately 28.9 per centof Isotron's issued share capital. None of these acceptances was received frompersons acting in concert with Synergy. As disclosed at the time of the announcement of the Original Offer on 26 October2006, Synergy had received irrevocable undertakings in respect of, in aggregate,6,033,089 Isotron Shares, representing approximately 28.0 per cent of Isotron'sissued share capital. Valid acceptances have been received in respect of5,892,337 Isotron Shares under irrevocable commitments representingapproximately 27.4 per cent of Isotron's issued share capital. At 5 December 2006, there is one irrevocable commitment which remainsoutstanding in respect of 140,752 Isotron Shares, representing 0.6 per cent ofIsotron's issued share capital. However, Synergy has received writtenconfirmation that instructions have been given to accept the Original Offer inrespect of the outstanding 140,752 Isotron Shares. As disclosed in the Original Offer Document, Synergy had received confirmationof the current intention to accept the Original Offer in respect of 1,140,507Isotron Shares, representing approximately 5.3 per cent of Isotron's issuedshare capital. This commitment remains outstanding. In addition the directors of Isotron have irrevocably undertaken to accept (orprocure to accept) the Recommended Increased Offer in respect of their ownbeneficial holdings of 137,583 Isotron Shares, in aggregate, representingapproximately 0.6 per cent of the issued share capital of Isotron. Theseirrevocable undertakings will remain binding in the event of a competing offerbeing made for Isotron and will cease to be binding only if the RecommendedIncreased Offer closes, lapses or is withdrawn. Accordingly, as of the date of this announcement, Synergy has received validacceptances, had outstanding but re-confirmed irrevocable commitments, has anoutstanding letter of intent and has irrevocable undertakings from IsotronDirectors in respect of a total of 7,635,086 Isotron Shares representingapproximately 35.5 per cent of Isotron's issued share capital. 5. Cash confirmation Full acceptance of the Increased Recommended Offer would result in a maximumcash consideration of approximately £172.1 million being payable by Synergy toIsotron Shareholders and will be funded by new bank facilities provided by Bankof Scotland. Brewin Dolphin is satisfied that sufficient resources are availableto Synergy Healthcare to satisfy full acceptance of the Increased RecommendedOffer. 6. Isotron Share Option Schemes The Increased Recommended Offer will extend to any Isotron Shares issued orunconditionally allotted prior to the date on which the Increased RecommendedOffer closes (or such earlier date or dates as Synergy may, in accordance withthe City Code, decide) as a result of the exercise of options granted under anyof the Isotron Share Option Schemes. To the extent such options have not been exercised, it is intended thatappropriate proposals will be made to Isotron Optionholders, subject to theIncreased Recommended Offer becoming or being declared unconditional in allrespects. These proposals will include the opportunity for Isotron Optionholders toreceive cash in return for the surrender of their options. Synergy and Isotron are considering the feasibility and practicality of offeringIsotron Optionholders the opportunity to roll over their options into optionsover Synergy Shares or to exercise their Isotron Options on a cashless basis. 7. Non-solicitation and inducement fee Isotron has agreed to pay an inducement fee of £1.8 million to Synergy in theevent that a majority of the Isotron Directors withdraw the recommendation ofthe Increased Recommended Offer or an independent third party offer for Isotronbecomes or is declared wholly unconditional. Isotron has also agreed not actively to solicit competing offers for Isotron inthe period to 1 January 2007. 8. General The Increased Recommended Offer will remain open for acceptances until 1.00 pmon 1 January 2007. Isotron Shareholders who have not already done so shouldcomplete and return their Form of Acceptance as soon as possible. Isotron Shareholders who have already validly accepted the Original Offer needtake no further action - their acceptances are deemed to be acceptances of theIncreased Recommended Offer and, subject to the Increased Recommended Offerbecoming or being declared unconditional in all respects, they will receive theIncreased Recommended Offer price for their Isotron Shares. The procedure for acceptance of the Increased Recommended Offer is set out inthe Original Offer Document and the Form of Acceptance and will also be set outin the Increased Recommended Offer Document. Isotron Shareholders who hold theirshares in certificated form and who wish to accept the Increased RecommendedOffer before they receive the Increased Recommended Offer Document may do so bycompleting and returning one of the Forms of Acceptance that they have alreadyreceived, in accordance with the procedure set out therein and Section 16 ofPart II of the Original Offer Document. If your Isotron Shares are held inuncertificated form, you must instruct your CREST sponsor to send a TTEinstruction to settle prior to 1.00pm on 1 January 2007. Appendix 1 sets out the conditions and certain further terms of the IncreasedRecommended Offer. Certain terms used in this announcement are defined inAppendix 2 to this announcement. Enquiries Synergy Healthcare plc 01332 387 100 Richard Steeves, Chief ExecutiveIvan Jacques, Group Finance Director Brewin Dolphin Securities Ltd 0845 270 8600(financial adviser and broker to Synergy Healthcare plc) Mark BradyMatt DavisAndrew Emmott Financial Dynamics 0207 269 7156(PR adviser to Synergy Healthcare plc) David Yates Isotron plc 01793 891 891 John Barker, Chief ExecutivePaul Wynne, Finance Director JPMorgan Cazenove Ltd 020 7588 2828(financial adviser and broker to Isotron plc) Mark BreuerMichael Wentworth-StanleyJames MitfordAndrew Truscott Hudson Sandler 020 7796 4133(PR adviser to Isotron plc) Alistair Mackinnon-MussonNicola Savage This summary should be read in conjunction with the full text of the attachedannouncement. Appendix 2 to the attached announcement contains definitions of certainexpressions used in this summary. This announcement does not constitute or form part of, an offer or invitation topurchase or subscribe for any securities. The Increased Recommended Offer willbe made solely by means of the Increased Recommended Offer Document and the Formof Acceptance accompanying the Offer Document, which will contain the full termsand conditions of the Increased Recommended Offer including details of how itmay be accepted. The full text of the conditions and further terms of the Increased RecommendedOffer set out in Appendix 1 form part of and should be read in conjunction withthis announcement. Brewin Dolphin is acting for Synergy Healthcare and for no-one else inconnection with the Increased Recommended Offer and will not regard any otherperson as its client nor be responsible to anyone other than Synergy Healthcarefor providing the protections afforded to clients of Brewin Dolphin nor forproviding advice in relation to the Increased Recommended Offer or any matterreferred to in this announcement. Brewin Dolphin is authorised and regulated bythe Financial Services Authority. JPMorgan Cazenove, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusivly for Isotron and no oneelse in connection with the Increased Recommended Offer and will not beresponsible to anyone other than Isotron for providing the protections offeredto clients of JPMorgan Cazenove or for providing advice in relation to mattersreferred toin this announcement. Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes"interested" (directly or indirectly) in one per cent or more of any class of "relevant securities" of Isotron or Synergy, all "dealings" in any relevantsecurities of the relevant company (including by means of an option in respectof, or a derivative referenced to, any such "relevant securities") must bepublicly disclosed by no later than 3.30p.m. on the Business Day following thedate of the relevant transaction. This requirement will continue until the dateon which the Increased Recommended Offer becomes, or is declared, unconditionalas to acceptances, lapses or is otherwise withdrawn or on which the "offerperiod" otherwise ends. If two or more persons act together pursuant to anagreement or understanding, whether formal or informal, to acquire an "interest"in "relevant securities" of Isotron, they will be deemed to be a single personfor the purpose of Rule 8.3 of the City Code. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Isotron by Synergy Healthcare or Isotron, or by any of theirrespective "associates", must be privately and publicly disclosed by no laterthan 12.00 noon on the Business Day following the date of the relevanttransaction. If you are in any doubt as to the application of Rule 8 to you, please contactan independent financial adviser authorised under the Financial Services andMarkets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk orcontact the Panel on telephone number +44 20 7382 9026, fax +44 20 7236 7005. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can also be found on the Panel's website. The availability of the Increased Recommended Offer to Isotron Shareholders whoare not resident in the United Kingdom may be affected by the laws of therelevant jurisdictions in which they are located. Persons who are not residentin the United Kingdom should inform themselves about, and observe, applicablelegal or regulatory requirements of their jurisdiction. The Increased Recommended Offer will not be made, directly or indirectly, in orinto, or by use of the mails, or by any means or instrumentality (including,without limitation, telex, facsimile transmission, telephone, internet or otherforms of electronic communication) of interstate or foreign commerce of, or byany facilities of a national securities exchange of, the United States, Canada,Australia, South Africa or Japan or any other jurisdiction if to do so wouldconstitute a violation of the relevant laws of such jurisdiction and theIncreased Recommended Offer cannot be accepted by any such use, means orinstrumentality or otherwise from or within the United States, Canada,Australia, South Africa or Japan or any other jurisdiction if to do so wouldconstitute a violation of the relevant laws of such jurisdiction. Accordingly,copies of this announcement are not being, and must not be, mailed or otherwiseforwarded, distributed or sent in or into or from any such jurisdiction. APPENDIX 1 CONDITIONS AND CERTAIN FURTHER TERMS OF THE INCREASED RECOMMENDED OFFER The Increased Recommended Offer will be subject to the following conditions: (a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 pm on 1 January 2007 (or such later time(s) and/or date(s) as Synergy may, subject to the rules of the City Code, decide) in respect of not less than 90 per cent (or such lesser percentage as Synergy may decide) of the Isotron Shares to which the Increased Recommended Offer relates, provided that, unless agreed by the Panel, this condition will not be satisfied unless Synergy and/or its wholly-owned subsidiaries have acquired or agreed to acquire (pursuant to the Increased Recommended Offeror otherwise), directly or indirectly, Isotron Shares carrying, in aggregate, over 50 per cent of the voting rights then normally exercisable at general meetings of Isotron on such basis as may be required by the Panel (including for this purpose, to the extent (if any) required by the Panel, any voting rights attaching to any shares which are unconditionally allotted or issued before the Increased Recommended Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of conversion or subscription rights or otherwise); and for this purpose (i) the expression "Isotron shares to which the Increased Recommended Offer relates" shall be construed in accordance with Schedule 2 of the Takeovers Directive (Interim Implentation) Regulation 2006; (ii) Isotron Shares which have been unconditionally allotted shall be deemed to carry the voting rights which they will carry on issue and; (iii) shares that cease to be held in treasury are Isotron Shares to which the Increased Recommended Offer relates; (b) the London Stock Exchange announcing its decision to admit to trading on AIM the new Synergy Shares to be issued pursuant to the Increased Recommended Offer (subject only to allotment), and such admission becoming effective in accordance with the AIM Rules; (c) no government or governmental, quasi-governmental, supranational, statutory or regulatory body, or any court, institution, investigative body, association, trade agency or professional or environmental body or (without prejudice to the generality of the foregoing) any other person or body in any jurisdiction (each, a "Relevant Authority") having decided to take, instituted, implemented or threatened any action, proceedings, suit, investigation or enquiry or enacted, made or proposed any statute, regulation or order or otherwise taken any other step or done any thing, and there not being outstanding any statute, legislation or order, that would or might: (i) restrict, restrain, prohibit, delay, impose additional conditions or obligations with respect to, or otherwise interfere with the implementation of, the Increased Recommended Offer or the acquisition of any Isotron Shares by Synergy or any matters arising therefrom; (ii) result in a delay in the ability of Synergy, or render Synergy unable, to acquire some or all of the Isotron Shares; (iii) require, prevent, delay or affect the divestiture by any member of the Wider Synergy Group or of the Wider Isotron Group of all or any portion of their businesses, assets or property or of any Isotron Shares or other securities in Isotron or impose any limitation on the ability of any of them to conduct their respective businesses or own their respective assets or properties or any part thereof; (iv) impose any limitation on the ability of any member of the Wider Synergy Group to acquire or hold or exercise effectively, directly or indirectly, all rights of all or any of the Isotron Shares (whether acquired pursuant to the Increased Recommended Offer or otherwise); (v) require any member of the Wider Synergy Group or the Wider Isotron Group to offer to acquire any shares or other securities or rights thereover in any member of the Wider Isotron Group owned by any third party (save as required by law or pursuant to the Offer); (vi) make the Increased Recommended Offer or its implementation or the proposed acquisition of Isotron or any member of the Wider Isotron Group or of any Isotron Shares or any other shares or securities in, or control of, Isotron, illegal, void or unenforceable in or under the laws of any jurisdiction; (vii) impose any limitation on the ability of any member of the Wider Synergy Group or the Wider Isotron Group to co-ordinate its business, or any part of it, with the business of any other member of the Wider Synergy Group or the Wider Isotron Group; or (viii) otherwise adversely affect any or all of the businesses, assets, prospects or profits of any member of the Wider Synergy Group or the Wider Isotron Group or the exercise of rights of shares of any company in the Isotron Group, and all applicable waiting periods during which such Relevant Authority could institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or otherwise intervene having expired, lapsed or been terminated; (d) all authorisations, orders, grants, consents, clearances, licences, permissions and approvals, in any jurisdiction, deemed necessary or appropriate by Synergy for or in respect of the Offer, the proposed acquisition of any shares or securities in, or control of, Isotron or any member of the Wider Isotron Group by any member of the Wider Synergy Group or the carrying on of the business of any member of the Wider Isotron Group or the Wider Synergy Group or any matters arising therefrom being obtained in terms satisfactory to Synergy from all appropriate Relevant Authorities or (without prejudice to the generality of the foregoing) from any persons or bodies with whom any members of the Wider Isotron Group or the Wider Synergy Group has entered into contractual arrangements and such material authorisations, orders, grants, consents, clearances, licences, permissions and approvals remaining in full force and effect and there being no intimation of any intention to revoke or not to renew the same and all necessary filings having been made, all appropriate waiting and other time periods (including extensions thereto) under any applicable legislation and regulations in any jurisdiction having expired, lapsed or been terminated and all necessary statutory or regulatory obligations in any jurisdiction in respect of the Increased Recommended Offer or the proposed acquisition of Isotron by Synergy or of any Isotron Shares or any matters arising there from having been complied with; (e) appropriate assurances being received, in terms satisfactory to Synergy, from the Relevant Authorities or any party with whom any member of the Wider Isotron Group has any contractual or other relationship that the interests held by any member of the Wider Isotron Group under licences, leases, consents, permits and other rights will not be materially adversely amended or otherwise affected by the Increased Recommended Offer or the proposed acquisition of Isotron or any matters arising therefrom, that such licences, leases, consents, permits and other rights are in full force and effect and that there is no intention to revoke or amend any of the same; (f) there being no provision of any agreement, instrument, permit, licence or other arrangement to which any member of the Wider Isotron Group is a party or by or to which it or any of its assets may be bound or subject which, as a consequence of the Increased Recommended Offer or the acquisition of Isotron or because of a change in the control or management of Isotron or any member of the Isotron Group or any matters arising there from or otherwise, could or might have the result that: (i) any monies borrowed by, or other indebtedness, actual or contingent, of, or grant available to, any member of the Wider Isotron Group becomes or is capable of being declared repayable immediately or earlier than the repayment date stated in such agreement, instrument or other arrangement or the ability of any member of the Wider Isotron Group to borrow moneys or incur indebtedness is withdrawn, inhibited or adversely affected; (ii) any mortgage, charge or other security interest is created over the whole or any part of the business, property or assets of any member of the Wider Isotron Group or any such security (whenever arising) becomes enforceable; (iii) any such agreement, instrument, permit, licence or other arrangement, or any right, interest, liability or obligation of any member of the Wider Isotron Group therein, is terminated or materially adversely modified or affected or any action is taken or obligation or liability arises there under; (iv) the value of any member of the Wider Isotron Group or its financial or trading position is materially prejudiced or adversely affected; (v) any material asset or, other than in the ordinary course of business, any asset of the Wider Isotron Group being or falling to be charged or disposed of; (vi) the rights, liabilities, obligations or interests or business of any member of the Wider Isotron Group in or with any other person, firm or company (or any arrangement relating to such interest or business) is terminated, modified or adversely affected in a manner that is material to the Isotron Group taken as a whole; (vii) any member of the Wider Isotron Group ceases to be able to carry on business under any name under which it currently does so; (g) since 30 June 2006 (being the date to which the latest published audited report and accounts of Isotron were made up) or save as announced publicly and in each case delivered to a Regulatory Information Service (as defined in the Listing Rules) prior to the date of this announcement, no member of the Isotron Group having: (i) issued or agreed to issue or authorised or proposed the issue of additional shares of any class or issued or authorised or proposed the issue of or granted securities convertible into or rights, warrants or options to subscribe for or acquire such shares or convertible securities or redeemed, purchased or reduced or announced any intention to do so or made any other change to any part of its share capital; (ii) sold or transferred or agreed to sell or transfer any Treasury Shares; (iii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus or other distribution other than dividends lawfully paid to Isotron or wholly-owned subsidiaries of Isotron and except for the final dividend of 7.33p paid on 1 December 2006; (iv) authorised or proposed or announced its intention to propose any merger or acquisition or disposal or transfer of assets or shares or any change in its share or loan capital (other than pursuant to this offer document); (v) issued or authorised or proposed the issue of any debentures or incurred or materially increased any indebtedness or contingent liability; (vi) disposed of or transferred, mortgaged or encumbered any material asset or any right, title or interest in any material asset or entered into or varied any contract, commitment or arrangement (whether in respect of capital expenditure or otherwise) which is of a long term or unusual nature or which involves or could involve an obligation of a nature or magnitude which is material or authorised, proposed or announced any intention to do so; (vii) entered into or varied or proposed to enter into or vary any material contract, reconstruction, amalgamation, arrangement or other transaction which is of a long term or unusual or onerous nature or is otherwise than in the ordinary course of business or announced any intention to do so; (viii) entered into, or varied the terms of, any contract or agreement with any of the directors or senior executives of Isotron; (ix) taken or proposed any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of its assets and revenues; (x) waived or compromised any material claim other than in the ordinary course of business; (xi) (i) taken any action with respect to, adopt, enter into, terminate or amend any severance, change in control, retirement, retention, welfare, incentive or similar agreement, arrangement or benefit plan for the benefit or welfare of any current or former director, officer, employee or consultant or any collective bargaining agreement, (ii) increased in any respect the compensation or fringe benefits of, or pay any bonus to, any director, officer, employee or consultant, (iii) amended or accelerated the payment, right to payment or vesting of any compensation or benefits, including any outstanding options or restricted stock awards, (iv) granted any awards under any bonus, incentive, performance or other compensation plan or arrangement or benefit plan, including the grant of stock options, stock appreciation rights, stock based or stock related awards, performance units or restricted stock, or the removal of existing restrictions in any benefit plans or agreements or awards made there under; (xii) made any amendment to its memorandum or articles of association or other incorporation documents; (xiii) made or agreed or consented to: (A) any significant change to: (I) the terms of the trust deeds constituting the pension scheme(s) established for its directors, employees or their dependants; or (II) the benefits which accrue or to the pensions which are payable there under; or (III) the basis on which qualification for, or accrual or entitlement to such benefits or pensions are calculated or determined; or (IV) the basis upon which the liabilities (including pensions) or such pension schemes are funded or made; or (B) any change to the trustees including the appointment of a trust corporation in respect of any pension scheme(s) established for its directors, employees or their dependents; (xiv) entered into any material contract, transaction or arrangement which is or may be restrictive on the business of any member of the Wider Isotron Group or the Wider Synergy Group; (xv) entered into (I) any licence to a third party providing rights to the Wider Isotron Group's source code; (II) any licence of any patent owned or co-owned by the Wider Isotron Group, (III) any licence providing for exclusive rights with respect to any intellectual property of the Wider Isotron Group; (xvi) entered into any material contract, commitment or agreement with respect to any of the transactions or events referred to in this condition (g); and (xvii) been unable or admitted 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 or threatened to cease carrying on all or a substantial part of its business; (h) since 30 June 2006 or save as announced publicly and in each case delivered to a Regulatory Information Service (as defined in the Listing Rules) prior to the date of this announcement: (i) No material litigation, arbitration, prosecution or other legal proceedings having been instituted, announced or threatened or become pending or remained outstanding by or against any member of the Wider Isotron Group or to which any member of the Wider Isotron Group is or may become a party (whether as plaintiff, defendant or otherwise); (ii) no material adverse change having occurred in the business, assets, financial or trading position, profits or prospects of any member of the Wider Isotron Group; (iii) no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Isotron Group which is necessary for the proper carrying on of its business; (iv) no investigation by any Relevant Authority having been threatened, announced, implemented or instituted or remaining outstanding; and (v) no material liability (actual, contingent or otherwise) having arisen which is not disclosed in the annual report and accounts of Isotron for the financial year ended 30 June 2006; (i) Synergy not having discovered that: (i) any business, financial or other information concerning any member of the Isotron Group disclosed, publicly or otherwise at any time to Synergy, by or on behalf of any member of the Isotron Group, either contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading; or (ii) any member of the Wider Isotron Group is subject to any liability, actual or contingent, which is not disclosed in the annual report and accounts of Isotron for the financial year ended 30 June 2006; (j) Synergy not having discovered that: (i) any past or present member of the Wider Isotron Group has not complied with all applicable legislation or regulations of any jurisdiction with regard to the storage, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or to harm human health or otherwise relating to environmental matters (which non-compliance might give rise to any material liability (whether actual or contingent) on the part of any member of the Wider Isotron Group) or that there has otherwise been any such disposal, discharge, spillage, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations and wherever the same may have taken place) which in any such case might give rise to any liability (whether actual or contingent) on the part of any member of the Wider Isotron Group; (ii) there is or is likely to be any material liability (whether actual or contingent) to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider Isotron Group or any controlled waters under any environmental legislation, regulation, notice, circular or order of any Relevant Authority or third party or otherwise; (iii) that circumstances exist (whether as a result of the making of the Increased Recommended Offer or otherwise) which might lead to any Relevant Authority instituting or any member of the Wider Isotron Group or the Wider Synergy Group might be required to institute, an environmental audit or take any other steps which in any such case might result in any material actual or contingent liability to improve or install new plant or equipment or make good, repair, re-instate or clean up any land or other asset now or previously owned, occupied or made use of by any member of the Wider Isotron Group; (iv) the Wider Isotron Group has not complied in any material respect with any applicable law or regulation governing the conduct of its business; (v) the conduct of the business of the Wider Isotron Group infringes the intellectual property rights of any third party; or (vi) circumstances exist whereby a person or class of persons might have any claim or claims in respect of any product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the Wider Isotron Group. Synergy reserves the right to waive all or any of conditions (c) to (j) (inclusive) above, in whole or in part.Conditions (c) to (j) must be fulfilled within 21 days after the date on which condition (a) is fulfilled (or ineach case such later date as the Panel may agree) provided that Synergy shall be under no obligation to waive ortreat as satisfied any of conditions (c) to (j) (inclusive) by a date earlier than the latest date specified abovefor the satisfaction thereof notwithstanding that the other conditions of the Increased Recommended Offer may atsuch earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicatingthat any of such conditions may not be capable of fulfilment. If Synergy is required by the Panel to make an offer for Isotron Shares under the provisions of Rule 9 of the Code,Synergy may make such alterations to the conditions as are necessary to comply with the provisions of that Rule. The Increased Recommended Offer will lapse if it is referred to the Competition Commission or if the EuropeanCommission in respect thereof either initiates proceedings under article 6(1)(c) of Council Regulation (EEC) 4064/89 or makes a referral to a competent authority of the United Kingdom under article 9(1) of that Regulation, before(in any such case) the date when the Increased Recommended Offer becomes or is declared unconditional as toacceptances. Synergy reserves the right to elect to implement the acquisition of Isotron by way of a scheme of arrangement undersection 425 of the Companies Act. In such event, such scheme will be implemented on the same terms (subject toappropriate amendment). The Cash Alternative will be conditional upon the Increased Recommended Offerbecoming or being declared unconditional in all respects. Certain Further Terms of the Increased Recommended Offer Except with the consent of the Panel, the Increased Recommended Offer will lapseunless all the conditions relating to the Increased Recommended Offer have beenfulfilled or (if capable of waiver) waived, or, where appropriate, have beendetermined by Synergy to be, and continue to be, satisfied by midnight on 1January 2006 or by midnight on the date which is 21 days after the date on whichthe Increased Recommended Offer becomes unconditional as to acceptances,whichever is the later, or such later date as Synergy, with the consent of thePanel, may decide. If the Increased Recommended Offer lapses, it will cease to be capable offurther acceptance and accepting Isotron Shareholders, Synergy and BrewinDolphin will cease to be bound by the Forms of Acceptance submitted before thetime the Increased Recommended Offer lapses. The Increased Recommended Offer will extend to all Isotron Shares whilst theIncreased Recommended Offer remains open for acceptance. The availability of the Increased Recommended Offer to persons not resident inthe United Kingdom may be affected by the laws of the Relevant Jurisdictions.Persons who are not resident in the United Kingdom should inform themselvesabout and observe any applicable requirements in any other jurisdiction. The Increased Recommended Offer is not being made directly or indirectly in orinto the United States, Australia, Canada, The South Africa or Japan.Accordingly, copies of the Increased Recommended Offer Document are not being,and must not be, mailed or otherwise distributed, sent in or into or from theUnited States, Australia, Canada, South Africa or Japan. The Increased Recommended Offer will comply with the applicable rules andregulations of the United Kingdom and the provisions of the City Code. TheIncreased Recommended Offer and any acceptances under it are governed by Englishlaw and are subject to the jurisdiction of the courts of England and Wales. APPENDIX 2 DEFINITIONS In this document the following terms and expressions have the following meaningsunless the context requires otherwise: "Act" or "Companies Act" the Companies Act 1985, as amended "Admission" admission of the New Synergy Shares to be issued pursuant to the Offer to trading on AIM becoming effective in accordance with the AIM Rules "AIM" the AIM market operated by the London Stock Exchange "AIM Rules" the rules of the London Stock Exchange governing the admission to and operation of AIM "Announcement" means this announcement that the board of Synergy and the board of Isotron had reached agreement on the terms of the Increased Recommended Offer "Australia" means the Commonwealth of Australia, its states, territories and all areas subject to its jurisdiction or any political subdivision of it "Board" or "Directors" or "Synergy the directors of the CompanyDirectors" "Brewin Dolphin" Brewin Dolphin Securities Ltd, the Company's financial and nominated adviser, and broker "Business Day" a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business "Canada" means Canada, its provinces and territories and all areas subject to its jurisdiction or any political subdivision of it "Cash Alternative" the alternative whereby Isotron Shareholders validly accepting the Increased Recommended Offer may elect to receive 800p in cash for each Isotron Share, instead of the New Synergy Shares to which they would otherwise be entitled under the Offer, including, where the context so requires any subsequent revision, variation, extension or renewal of such alternative "City Code" The City Code on Takeovers and Mergers "Closing Price" means the middle market quotation for the relevant share on the close of trading on the Daily Official List on the relevant date "Daily Official List" means the Daily Official List of the London Stock Exchange "Enlarged Group" the Synergy Group immediately after the Increased Recommended Offer becomes or is declared unconditional in all respects, including the Isotron Group "Enlarged Issued Share Capital" the issued ordinary share capital of Synergy as enlarged by the issue of the New Synergy Shares (assuming full acceptance of the Increased Recommended Offer and without taking into account any shares to be issued on the exercise of options under the Isotron Share Option Schemes and/or the Synergy Share Option Schemes) "Form of Acceptance" means the form of acceptance and authority relating to the Offer "FSA" the Financial Services Authority, acting in its capacity as competent authority in the United Kingdom pursuant to Part VI of FSMA "FSMA" Financial Services and Markets Act 2000 (as amended) "Increased Recommended Offer" means the Increased Recommended Offer made by Brewin Dolphin on behalf of Synergy to acquire the whole of the issued and to be issued share capital of Isotron "Increased Recommended Offer Document" means the document that will shortly be posted to Isotron Shareholders which sets out the details and the further terms and conditions of the Increased Recommended Offer "Isotron" means Isotron plc "Isotron Directors" the directors of Isotron "Isotron Group" Isotron and its subsidiaries and/or (where the context requires) one or more others "Isotron Options" means options granted under the Isotron Share Option Schemes "Isotron Option holders" means holders of any Isotron Options "Isotron Shareholders" holders of Isotron Shares "Isotron Share Option Schemes" together the Isotron AESOP, Isotron Unapproved Share Option Scheme, Isotron Unapproved Non-executive Share Option Scheme and Isotron EMI Scheme "Isotron Shares" means the existing unconditionally allotted or issued and fully paid ordinary shares of 25p each in the capital of Isotron and any further such shares which may be issued or unconditionally allotted and fully paid prior to the time and date on which the Increased Recommended Offer closes or by such earlier date and time as Synergy may, subject to the City Code, decide "Japan" means Japan, its provinces and territories and all areas subject to its jurisdiction or any political subdivision of it "JPMorgan Cazenove" JPMorgan Cazenove Limited "Listing Rules" means the rules and regulations made by the UKLA under Part VI of FSMA (as amended) "London Stock Exchange" London Stock Exchange plc "New Synergy Shares" the new Ordinary Shares to be issued by the Company pursuant to the Offer "Official List" the Official List of the UKLA "Ordinary Shares" or "Synergy Shares" ordinary shares of 0.625p each in the capital of the Company, with ISIN: GB0030757263 "Original Offer" means the offer made by Brewin Dolphin on behalf of Synergy to acquire the whole of the issued and to be issued share capital of Isotron as set out in the Original Offer Document dated 1 November 2006 "Original Offer Document" means the docoument posted to Isotron Shareholders dated 1 November 2006 which set out the details and further terms and conditions of the Original Offer "Panel" or "Takeover Panel" The Panel on Takeovers and Mergers "Prospectus Rules" the rules made by the FSA pursuant to section 84(1) of FSMA for the purposes of Part VI of FSMA in relation to offers of securities to the public "Regulations" means the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) "Regulatory Information Service" means any of the services set out in Appendix 3 to the Listing Rules "Restricted Jurisdiction" means the United States, Canada, Australia, South Africa or Japan "South Africa" means South Africa, its provinces and territories and all areas subject to its jurisdiction or any political subdivision of it "Subsidiary" a subsidiary undertaking (as defined by section 258 of the Act) "Substantial Interest" means a direct or indirect interest in 20 per cent or more of the voting or equity capital (or equivalent) of an undertaking "Synergy" or "Company" or "Synergy Group" means Synergy Healthcare plc together with it subsidiaries as the context requires "Synergy Shareholders" or "Shareholders" holders of Synergy Shares "UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland "UKLA" means the Financial Services Authority, acting as the UK Listing Authority "United States" the United States of America, its territories and possessions, all areas subject to its jurisdiction or any political subdivision thereof, any states of the United States and the District of Columbia "US Securities Act" means the United States Securities Act 1993, as amended "Wider Isotron Group" means Isotron and the subsidiaries and the subsidiaries undertakings of Isotron and associated undertakings (including any joint venture, partnership, firm or company in which any member of the Isotron Group is interested or any undertaking in which Isotron and such undertakings (aggregating their interests) have a Substantial Interest. "Wider Synergy Group" means Synergy and the subsidiaries and subsidiary undertakings of Synergy and associated undertakings (including any joint venture, partnerships, firm or company in which any member of the Synergy Group is interested or any undertaking in which Synergy and such undertakings (aggregating their interests) have a Substantial Interest This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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