Offer Update

29 May 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")

US Federal Trade Commission Review

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 announcements made by Synergy on 10 March 2015 and 30 April 2015, the Board of Synergy today announces the latest developments in the U.S. Federal Trade Commission (the "FTC") review. The FTC has informed Synergy that the FTC intends to seek to block the proposed combination.

STERIS and Synergy today announce that they will contest the FTC's attempt to block their proposed combination. STERIS and Synergy welcome a full judicial review of the competitive effects of the combination.

STERIS and Synergy continue to believe that the combination is procompetitive and in the best interest of all constituents of the two companies, including customers. The two companies are committed to completing the transaction as expeditiously as possible.

In order to ensure sufficient timing to contest the FTC's action, the parties intend (subject to the permission of the Court) to extend the long-stop date for completion of the combination to 31 December 2015, and STERIS expects to extend its Bridge Credit Agreement to that date, as well. Extension of the long-stop date is subject to the UK Court approval, which will be sought as soon as reasonable practicable.

Richard Steeves, CEO of Synergy, commented: "We continue to maintain that the combination is firmly in the interests of all our and STERIS' stakeholders, notably including our respective customers. We are very disappointed by the FTC's decision to impede this transaction and intend to vigorously challenge their claims in court. We have strong customer support for the transaction and we are confident that the combination of STERIS and Synergy is pro-competitive and that the court will reject the FTC's request for an injunction once the facts of the combination are fully understood."

Offer Conditions / Rule 21.1 of the Code

Given the extension to the timetable while Synergy and STERIS contest the FTC's findings, Synergy and STERIS have agreed that, for the purposes of the Conditions of the Offer and Rule 21.1 of the Code, Synergy will be allowed to declare a special dividend of 15.8 pence per share. The timing of the payment of the dividend will be determined by the Board of Synergy at a later date. Steris have confirmed that the payment of the dividend will not reduce the terms of the Offer.

Synergy intends to announce its preliminary results for the year ended 29 March 2015 on Tuesday 2 June 2015.

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 30 April 2015, the parties agreed, and obtained the Panel's and Court's consent, to amend the Scheme in order to extend the Long Stop Date from 13 April 2015 to 12 July 2015. Synergy Shareholders should note that, subject to the permission of the UK Court, an additional resolution will be put to Scheme Shareholders at the Court Meeting to seek approval for modification of the Scheme to extend the long-stop date to 31 December 2015.

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.