Offer Update

30 April 2015

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

SYNERGY HEALTH PLC("Synergy" or "the Company") 

Recommended Combination of Synergy and STERIS Corporation ("STERIS")

Further adjournment of Court Meeting and General Meeting

The Board of Synergy announces that Synergy intends to reschedule the meetings of its shareholders to vote on the proposed Combination with STERIS, by adjourning the meetings currently scheduled for 12 May 2015, to 11 June 2015. STERIS intends to reschedule its shareholder vote to the same date. STERIS's announcement to this effect can be found at http://www.steris.com/synergy/index.cfm.

On 13 October 2014 STERIS and Synergy made an announcement under Rule 2.7 of the Takeover Code regarding the recommended Combination of Synergy with STERIS to be implemented in respect of Synergy by a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme"). On 17 February 2015 the Circular to Synergy Shareholders relating to the Scheme and containing the Notice of Court Meeting and Notice of General Meeting ("Scheme Document") was posted to Synergy Shareholders. Further to the announcement made by Synergy on 10 March 2015, the Board of Synergy today announces its intention to seek a further adjournment of the Court Meeting which has currently been convened for 10.00am on 12 May 2015 ("Court Meeting") and the General Meeting which has been currently convened for 10.10am on 12 May 2015 ("General Meeting"). It is expected that the Court Meeting and General Meeting will be adjourned to 11 June 2015.

The Court Meeting and the General Meeting convened for Tuesday 12 May 2015 will still take place but the Board of Synergy expects that the only business to be proposed to be undertaken at each meeting will be the procedural resolutions to adjourn the meetings.

Current status of U.S. Federal Trade Commission review

Synergy and STERIS have certified substantial compliance with the U.S. Federal Trade Commission (the "FTC") in response to its Request for Additional Information and Documentary Material (the "Second Request") relating to the proposed combination of STERIS and Synergy Health (the "Combination"). Under the terms of a timing agreement, STERIS and Synergy have agreed not to complete the Combination before 2 June 2015, unless the FTC first closes its investigation.

STERIS and Synergy continue to work toward closing the combination before the long-stop date of July 12, 2015, however the antitrust process may extend the transaction timing.

"We remain firmly committed to the completion of this transaction, and have been working diligently toward that end," said Walt Rosebrough, STERIS President and CEO. "While the timeline has been delayed, we are excited about the combination and continue to believe that the strategic rationale for the deal is compelling."

"Both companies continue to strongly believe that the transaction is pro-competitive because it brings together geographically complementary businesses," said Dr. Richard Steeves, CEO of Synergy. "The combined entity will be a stronger global leader in infection prevention and sterilization that is better positioned to provide comprehensive solutions to medical device companies, pharma companies, and hospitals around the world."

Notices of Re-Convened Meetings

Notices re-convening the Court Meeting and the General Meeting will be posted in due course together with a supplementary circular to Synergy Shareholders ("Supplementary Circular"). It is expected that at least 7 days' notice of the re-convened Court Meeting and re-convened General Meeting will be given in accordance with the articles of association of Synergy.

A revised timetable of principal events, including the revised dates for the Scheme Court Hearing and the Reduction Court Hearing will be included in the Supplementary Circular. It is anticipated that proposals to optionholders of Synergy will be posted around the same time as the Supplementary Circular.

Extension of Long Stop Date

The Scheme was previously expressed to be conditional upon the Scheme becoming unconditional and becoming effective by no later than 13 April 2015 ("Long Stop Date"). As announced on 10 March 2015, the parties agreed, and obtained the Panel's consent, to amend the Scheme in order to extend the Long Stop Date from 13 April 2015 to 12 July 2015 (subject to the consent of the Court). Synergy Shareholders should note that, with the permission of the Court, an additional resolution will be put to Scheme Shareholders at the Re-convened Court Meeting to seek approval for modification of the Scheme to extend the Long Stop Date.

Proxies continue to be valid

Proxies already received from Synergy shareholders will continue to be valid at the adjourned meetings. For any shareholders who want to alter proxy votes detailed instructions will be included in the Supplementary Circular. If any shareholders wish to alter their proxy votes ahead of receiving the Supplementary Circular they should contact Synergy's registrar, Computershare Investor Services PLC, on 0870 703 6273 (if calling from within the UK) or on +44870 703 6273 (if calling from outside the UK). Calls to the helpline number cost approximately 10 pence per minute plus network extras. Lines are open 9.00 a.m to 5.00 p.m. (London time) Monday to Friday. Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls made from mobile telephones. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Combination or the Offer nor give any financial, legal or tax advice.

For the purposes of the additional resolution to approve the extension of the Long Stop Date any Synergy Shareholder who has completed a BLUE Form of Proxy and voted in favour of the Scheme will be deemed to have also voted in favour of the resolution to modify the Scheme to extend the Long Stop Date.

A copy of this announcement will be posted to Synergy Shareholders as soon as practicable. Synergy Shareholders who were not on the register of members as at the record date for the posting of the Scheme Document will also receive forms of proxy for use in relation to the Re-convened Court Meeting and the Re-convened General Meeting.

Rule 27.1 of the Takeover Code

For the purposes of Rule 27.1 of the Takeover Code, the Company confirms that as at the date of this announcement and save as disclosed in this announcement, it is not aware of any material changes to information disclosed in the Scheme Document or material new information which would have been required to have been disclosed in any previous document or announcement published during the offer period, had it been known at the time of publication of such document or announcement.

Capitalised terms used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document.

For Further Information:

IMPORTANT NOTES

This announcement is not intended to and does not constitute, or form part of, any offer or invitation to sell or purchase any securities or the solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Scheme or otherwise. The Scheme will be effected solely through the Scheme Document which will contain the full terms and conditions of the Scheme. Any decision in respect of, or other response to, the Scheme or the Combination should be made only on the basis of the information contained in such document.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulation and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Scheme disclaim any responsibility and liability for the violation of such restrictions by any person.

The availability of the Scheme to persons who are not resident in the United Kingdom may be restricted by the laws and/or regulations of the relevant jurisdictions in which they are located. The Scheme will not be made available, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Scheme Document.

This announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash and including STERIS in this instance) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on Website

A copy of this announcement and other documents in connection with the Scheme will, subject to certain restrictions, be available for inspection on Synergy's website at www.synergyhealthplc.com. The contents of the website referred to in this announcement is not incorporated into, and does not form part of, this announcement.