18th Dec 2007 07:00
Gyrus Group PLC17 December 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 17 December 2007 For immediate release RECOMMENDED CASH ACQUISITION OF GYRUS GROUP PLC ("GYRUS") BY OLYMPUS UK ACQUISITIONS LIMITED ("OLYMPUS UK ACQUISITIONS"), a wholly-owned subsidiary of OLYMPUS CORPORATION ("OLYMPUS") POSTING OF SCHEME DOCUMENT On 19 November 2007, the boards of Gyrus and Olympus announced that they hadreached agreement on the terms of a recommended cash acquisition of the issuedand to be issued ordinary share capital of Gyrus by Olympus UK Acquisitions (awholly-owned subsidiary of Olympus). The Acquisition is to be effected by meansof a scheme of a scheme of arrangement under section 425 of the Companies Act1985, which requires the approval of Scheme Shareholders, the sanction of theScheme by the Court and the confirmation by the Court of the Reduction ofCapital. Gyrus and Olympus announce that Gyrus has today posted to Gyrus Shareholders theScheme Document relating to the Acquisition. The Court Meeting and the Extraordinary General Meeting of Gyrus Shareholders toapprove the Scheme will be held on 9 January 2008. Copies of the SchemeDocument have also been submitted to the UK Listing Authority and will shortlybe available for inspection at the UK Listing Authority's document viewingfacility, which is situated at: Document Disclosure Team The Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS Terms defined in the Announcement of the Acquisition issued by Gyrus and Olympuson 19 November 2007 have the same meaning in this announcement. Enquiries: Perella Weinberg (financial adviser to Olympus) +44 20 7268 2800Philip YatesGraham Davidson Ogilvy Public Relations Worldwide (PR adviser to Olympus) +44 20 7309 1000Kerrin RobertsBen Lock Gyrus +44 11 8921 9750Brian Steer, ChairmanRoy Davis, Chief Executive OfficerSimon Shaw, Chief Financial Officer Bear Stearns (financial adviser to Gyrus) +44 20 7516 6000Paul AbecassisStuart Rankine Morgan Stanley (financial adviser and corporate broker to Gyrus) +44 20 7425 5000Peter MoorhouseLaura HowardHenry StewartEdward Knight Financial Dynamics (PR adviser to Gyrus) +44 20 7831 3113Ben Atwell This announcement is not intended to and does not constitute an offer to sell orinvitation to purchase or subscribe for any securities or the solicitation ofany vote or approval in any jurisdiction pursuant to the Acquisition orotherwise. The Acquisition will be made solely through the Scheme Document,which contains the full terms and conditions of the Acquisition, includingdetails of how to vote in respect of the Acquisition. Any acceptance or otherresponse to the Acquisition should be made only on the basis of the informationin the Scheme Document. Gyrus Shareholders are advised to read the formaldocumentation for the Acquisition carefully. Perella Weinberg Partners UK LLP, which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting exclusively forOlympus and Olympus UK Acquisitions and no-one else in connection with theAcquisition and will not be responsible to anyone other than Olympus and OlympusUK Acquisitions for providing the protections afforded to the clients of PerellaWeinberg or for providing advice in relation to the Acquisition. Bear, Stearns International Limited, which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting solely for Gyrusin connection with the Acquisition and no-one else and will not be responsibleto anyone other than Gyrus for providing the protections afforded to clients ofBear Stearns or for providing advice in relation to the Acquisition or any ofthe matters referred to in this announcement. Morgan Stanley & Co. Limited is acting solely for Gyrus in connection with theAcquisition and no-one else and will not be responsible to anyone other thanGyrus for providing the protections afforded to clients of Morgan Stanley or forproviding advice in relation to the Acquisition or any of the matters referredto in this announcement. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
GYG.L