4th Feb 2008 14:34
GE Healthcare Life Sciences Ltd04 February 2008 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 or regulations of such jurisdiction. 4 February 2008 RECOMMENDED ACQUISITION of Whatman plc by GE Healthcare Life Sciences Ltd a wholly owned subsidiary of General Electric Company Summary • The boards of directors of GE Healthcare Life Sciences andWhatman are pleased to announce that they have reached agreement on the terms ofa recommended cash acquisition of the entire issued and to be issued sharecapital of Whatman, to be made by GE Healthcare Life Sciences. • Under the terms of the Acquisition, each WhatmanShareholder will receive 270 pence in cash for each Whatman Share, valuingWhatman's existing issued and to be issued share capital at approximately £363million. • The offer price of 270 pence for each Whatman Sharerepresents: - a premium of 12 per cent. to Whatman's ClosingPrice of 242 pence per Whatman Share on 1 February 2008, the last business dayprior to this announcement; - a premium of 31 per cent. to Whatman's ClosingPrice of 206 pence per Whatman Share on 14 January 2008, the last business dayprior to Whatman's announcement that it had received an approach that may or maynot lead to an offer; and - a premium of 41 per cent. to Whatman's averageClosing Price of 191 pence for the month ended 14 January 2008, the lastbusiness day prior to Whatman's announcement that it had received an approachthat may or may not lead to an offer. • GE Healthcare Life Sciences has received irrevocableundertakings from the directors of Whatman to vote in favour of the Acquisitionand the resolutions at the Court Meeting and the General Meeting in respect ofall of their own beneficial shareholdings of Whatman Shares (and, whereapplicable, of their connected persons) amounting, in aggregate, to 22,973Whatman Shares. • GE Healthcare Life Sciences has also received anirrevocable undertaking from Hermes Focus Asset Management Limited as generalpartner or investment manager on behalf of certain underlying Hermes' fundstogether representing the largest shareholders of Whatman, to vote in favour ofthe Acquisition and the resolutions at the Court Meeting and the General Meetingin respect of, in aggregate, 20,173,844 Whatman Shares. • Accordingly, GE Healthcare Life Sciences has receivedirrevocable undertakings from Whatman Shareholders to vote in favour of theAcquisition and the resolutions at the Court Meeting and the General Meeting inrespect of, in aggregate, 20,196,817 Whatman Shares, representing approximately15 per cent. of Whatman's existing issued ordinary share capital. • The directors of Whatman, who have been so advised byGoldman Sachs International and Numis Securities Limited, consider the terms ofthe Acquisition to be fair and reasonable. In providing their advice, GoldmanSachs International and Numis Securities Limited have taken into account thecommercial assessments of the directors of Whatman. Accordingly, the directorsof Whatman intend unanimously to recommend that Whatman Shareholders vote infavour of the Acquisition and the resolutions at the Court Meeting and theGeneral Meeting, as they have irrevocably undertaken to do in respect of theirown beneficial shareholdings of Whatman Shares. Numis Securities Limited isacting as the independent financial adviser to Whatman for the purposes ofproviding independent advice to the directors of Whatman on the Acquisitionunder Rule 3 of the City Code. • It is intended that the Acquisition will be implemented byway of a scheme of arrangement under Section 425 of the Companies Act 1985. • Whatman is a global supplier of filtration products andtechnology, with a well-recognised brand and strong sector expertise. Whatmanhas a broad product offering of filters and membranes for laboratory, research,life sciences and medical technology applications. • GE Healthcare is a global provider of healthcaretechnologies and services, with broad-based diagnostic, information technologyand life sciences offerings that enable its customers to diagnose and treatcancer, heart disease, neurological diseases and other conditions earlier andbetter. The strong strategic fit between the two businesses will offersubstantial customer benefits and create significant synergies throughadditional and complementary product and service offerings. • General Electric Company is a diversified technology, mediaand financial services company, with products and services ranging from aircraftengines, power generation, water processing and sensor technology to medicalimaging, business and consumer financing, media content and industrial products. General Electric Company serves customers in more than 100 countries andemploys more than 300,000 people worldwide. • Commenting on the Acquisition, Joe Hogan, President and CEOof GE Healthcare said: "Whatman is a great company with an outstanding track record of innovation, astrong reputation and brand with the research community, and highly talentedemployees. Whatman's product offerings are highly complementary with our LifeSciences business; we believe that combining the skills and knowledge of the twobusinesses will create significant added value for our customers. Life Sciencesis a key area of growth for GE Healthcare and expanding our skill base andproduct offerings in this area supports our vision of helping our customers todiagnose and treat disease earlier." • Peter Ehrenheim, President and CEO of GE Healthcare LifeSciences said: "Whatman's expertise and reputation in filtration technologies and samplepreparation is a great fit for our Life Sciences business because it brings newtechnologies that are fundamental to helping researchers increase theirunderstanding of the role of genes and proteins in disease. We believe thatcombining the skills of the two companies will enable GE Healthcare to createstrong added value for customers in biomedical and drug discovery research." • Commenting on the Acquisition, Kieran Murphy, ChiefExecutive Officer of Whatman said: "Whatman will benefit significantly from the business process expertise withinGE Healthcare and in addition, Whatman's product opportunities within thepharmaceutical, diagnostic and forensics markets will have a greater chance ofsuccess within the larger GE Healthcare group. The Whatman management team verymuch looks forward to working with the GE Healthcare leadership to maximise thepotential of this great business." • Michael Harper, Chairman of Whatman added: "The board of Whatman believes that it has delivered a very satisfactory outcomefor Whatman shareholders, employees and customers. I would like to thank themanagement team for its tremendous efforts over the past months not only duringthe discussions with potential acquirers but also in delivering a strongoperational and financial performance in the business." This summary should be read in conjunction with, and is subject to, the fulltext of the following announcement and the Appendices. Enquiries General Electric Company and GE Healthcare Dan Janki, Vice President, Investor Relations, +1 203 373 2468General Electric Company Dr. Lynne Gailey, Vice President Communication, GE Healthcare +44 1494 49 8287 Dr. Val Jones, Media Relations, GE Healthcare +44 1494 49 8052 UBS Investment Bank + 44 207 567 8000 Liam Beere Thomas Onions Whatman plc + 44 162 267 6670 Kieran Murphy, Chief Executive Officer Chris Rickard, Finance Director Goldman Sachs International + 44 207 774 1000 Mark Sorrell Nimesh Khiroya Numis Securities Limited + 44 207 260 1000 Michael Meade Christopher Wilkinson Financial Dynamics + 44 207 831 3113 David Yates This announcement is not intended to and does not constitute, or form part of,any offer to sell or subscribe for or an invitation to purchase or subscribe forany securities or the solicitation of any vote or approval in any jurisdictionpursuant to the Proposals or otherwise. The Proposals will be made through theScheme Document, which will contain the full terms and conditions of theProposals including details of how to vote in respect of the Proposals. Anyresponse to the Proposals should be made only on the basis of the informationcontained in the Scheme Document. UBS Investment Bank, which is authorised and regulated in the UK by the FSA, isacting exclusively for GE Healthcare Life Sciences and no-one else in connectionwith the Acquisition and will not be responsible to anyone other than GEHealthcare Life Sciences for providing the protections afforded to clients ofUBS Investment Bank or for providing advice in relation to the Acquisition orany other matters referred to in this announcement. Goldman Sachs International, which is authorised and regulated in the UK by theFSA, is acting exclusively for Whatman and no-one else in connection with theAcquisition and will not be responsible to anyone other than Whatman forproviding the protections afforded to clients of Goldman Sachs International norfor providing advice in relation to the Acquisition or any other mattersreferred to in this announcement. Numis Securities Limited, which is authorised and regulated in the UK by theFSA, is acting exclusively for Whatman as the independent financial adviser toWhatman for the purposes of providing independent advice to the directors ofWhatman on the Acquisition under Rule 3 of the City Code and no-one else inconnection with the Acquisition and will not be responsible to anyone other thanWhatman for providing the protections afforded to clients of Numis SecuritiesLimited nor for providing advice in relation to the Acquisition or any othermatters referred to in this announcement. The availability of the Proposals to persons who are not resident in the UK maybe affected by the laws of the relevant jurisdictions. Persons who are not soresident should inform themselves about, and observe, any applicablerequirements. Further details in relation to overseas shareholders will becontained in the Scheme Document. Notice to US holders of Whatman Shares The Proposals relate to the securities of an English company and are proposed tobe implemented under a scheme of arrangement provided for under English companylaw. A transaction effected by means of a scheme of arrangement is not subjectto the proxy solicitation nor the tender offer rules under the US Exchange Act.Accordingly, the Proposals will be subject to UK disclosure requirements, whichare different from the disclosure requirements of the US proxy solicitationrules and tender offer rules. The financial information relating to Whatmanincluded in this announcement has been, and to be included in the SchemeDocument will be, prepared in accordance with accounting standards applicable inthe United Kingdom and thus may not be comparable to financial information of UScompanies or companies whose financial statements are prepared in accordancewith generally accepted accounting principles in the United States. Also, thesettlement procedure with respect to the Acquisition will be consistent with UKpractice, which differs from US domestic tender offer procedures in certainmaterial respects, particularly with regard to date of payment. It may be difficult for US holders of Whatman Shares to enforce their rights andany claim arising out of the US federal securities laws, since GE HealthcareLife Sciences and Whatman are located in a non-US jurisdiction, and some or allof their officers and directors may be residents of a non-US jurisdiction. USholders of Whatman Shares may not be able to sue a non-US company or itsofficers or directors in a non-US court for violations of the US securitieslaws. Further, it may be difficult to compel a non-US company and itsaffiliates to subject themselves to a US court's judgment. Forward-Looking Statements This announcement, oral statements made regarding the Proposals, and otherinformation published by General Electric Company, GE Healthcare, GE HealthcareLife Sciences and Whatman contain "forward-looking statements". Thesestatements are based on the current expectations of the management of GeneralElectric Company, GE Healthcare, GE Healthcare Life Sciences and Whatman and arenaturally subject to uncertainty and changes in circumstances. Theforward-looking statements contained herein include statements about theexpected effects of the Acquisition on Whatman and GE Healthcare Life Sciences,the expected timing and scope of the Proposals, enhanced customer benefits,access to greater resources and other synergies, other strategic options and allother statements in this announcement other than historical facts.Forward-looking statements include, without limitation, statements typicallycontaining words such as "intends", "expects", "anticipates", "believes", "estimates", "will", "may" and "should" and words of similar import. By theirnature, forward-looking statements involve risk and uncertainty because theyrelate to events and depend on circumstances that will occur in the future.There are a number of factors that could cause actual results and developmentsto differ materially from those expressed or implied by such forward-lookingstatements. These factors include, but are not limited to, the satisfaction ofthe conditions to the Acquisition, as well as additional factors, such aschanges in economic conditions, changes in the level of capital investment,success of business and operating initiatives and restructuring objectives,customers' strategies and stability, changes in the regulatory environment,fluctuations in interest and exchange rates, the outcome of litigation,government actions and natural phenomena such as floods, earthquakes andhurricanes. Other unknown or unpredictable factors could cause actual resultsto differ materially from those in the forward-looking statements. NeitherGeneral Electric Company, GE Healthcare, GE Healthcare Life Sciences nor Whatmanundertakes any obligation to update publicly or revise forward-lookingstatements, whether as a result of new information, future events or otherwise,except to the extent legally required. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in 1% or more ofany class of "relevant securities" of Whatman, all "dealings" in any "relevantsecurities" of that company (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 pm (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the offer becomes effective, lapses or is otherwisewithdrawn or on which the "offer period" otherwise ends. If two or more personsact together pursuant to an agreement or understanding, whether formal orinformal, to acquire an "interest" in "relevant securities" of Whatman, theywill be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Whatman by GE Healthcare Life Sciences or Whatman, or by any oftheir respective "associates", must be disclosed by no later than 12.00 noon(London time) on the London business day following the date of the relevanttransaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks within this section are defined in the Code, which canalso be found on the Panel's website. If you are in any doubt as to whether ornot you are required to disclose a "dealing" under Rule 8, you should consultthe Panel. 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 or regulations of such jurisdiction. 4 February 2008 RECOMMENDED ACQUISITION of Whatman plc by GE Healthcare Life Sciences Ltd a wholly owned subsidiary of General Electric Company 1. Introduction The boards of directors of GE Healthcare Life Sciences and Whatman are pleasedto announce that they have reached agreement on the terms of a recommended cashacquisition of the entire issued and to be issued share capital of Whatman, tobe made by GE Healthcare Life Sciences. Whatman is a global supplier of filtration technology to the life sciencesindustry with turnover in 2007 estimated to be approximately £116 million. Thecompany is organised into three divisions, LabSciences, Bioscience and MedTech,and is known throughout the world for its expertise in filtration technology foranalytical laboratories, bioscience and healthcare applications. Whatmanemploys approximately 1,185 people, operating in North America, the UK,Continental Europe and Asia Pacific. 2. The Acquisition It is intended that the Acquisition will be implemented by way of aCourt-sanctioned scheme of arrangement under Section 425 of the Companies Act1985. Under the terms of the Acquisition, which will be subject to theconditions and further terms set out in Appendix 1 to this announcement and thefull terms and conditions to be set out in the Scheme Document, SchemeShareholders will be entitled to receive: for each Whatman Share270 pence in cash The Acquisition values Whatman's existing issued and to be issued share capitalat approximately £363 million and represents: • a premium of 12 per cent. to Whatman's Closing Price of 242pence per Whatman Share on 1 February 2008, the last business day prior to thedate of this announcement; • a premium of 31 per cent. to Whatman's Closing Price of 206pence per Whatman Share on 14 January 2008, the last business day prior to thedate of Whatman's announcement that it had received an approach that may or maynot lead to an offer; and • a premium of 41 per cent. to Whatman's average ClosingPrice of 191 pence for the month ended 14 January 2008, the last business dayprior to Whatman's announcement that it had received an approach that may or maynot lead to an offer. 3. Background to and reasons for the Acquisition Whatman is a global supplier of filtration products and technology, with awell-recognized brand and strong sector expertise. Whatman has a broad productoffering of filters and membranes for laboratory, research, life sciences andmedical technology applications. Its three divisions provide products andservices for non-cellular and cellular sample preparation, including DNA andproteins, and for filtration components supplied on an OEM basis tomanufacturers of medical technology devices and diagnostics tests. GE Healthcare is a global provider of healthcare technologies and services. Itsbroad-based Diagnostics, Information Technology and Life Sciences businessesenable its customers to diagnose and treat cancer, heart disease, neurologicaldiseases and other conditions earlier and better. This transaction demonstrates GE Healthcare's continued commitment to grow andinvest in its Life Sciences business and deliver innovative products andservices to its customers. The addition of Whatman expands GE Healthcare'sproduct offerings to include filtration and disposables, and complements itsbioprocess and protein sciences offerings (particularly in proteinpurification). Similarly, GE Healthcare will provide Whatman with an enhancedplatform for sustained growth. GE Healthcare believes that the strong strategicfit between the two businesses will create significant synergies and enable itto offer more high-value solutions to customers globally. 4. Recommendation The directors of Whatman, who have been so advised by Goldman SachsInternational and Numis Securities Limited, consider the terms of theAcquisition to be fair and reasonable. In providing their advice, Goldman SachsInternational and Numis Securities Limited have taken into account thecommercial assessments of the directors of Whatman. Accordingly, the directorsof Whatman intend unanimously to recommend that Whatman Shareholders vote infavour of the Acquisition and the resolutions at the Court Meeting and theGeneral Meeting, as they have irrevocably undertaken to do in respect of theirown beneficial shareholdings of Whatman Shares. Numis Securities Limited isacting as the independent financial adviser to Whatman for the purposes ofproviding independent advice to the directors of Whatman on the Acquisitionunder Rule 3 of the City Code. 5. Background to and reasons for the Recommendation On 19 September 2007, Whatman announced its interim results for the six monthsended 30 June 2007 and the results of a strategic review of its existingoperations, and stated that it would also consider all other strategicalternatives to ensure shareholder value is maximised. As part of its review, and following receipt of a preliminary proposal toacquire Whatman, the board of Whatman appointed financial advisers to contact anumber of potential acquirers of the company. Following the conclusion of acompetitive process, the board of Whatman is recommending GE Healthcare LifeSciences's offer to acquire the company. In deciding to recommend the Acquisition, the directors of Whatman have takeninto account a number of factors, including the following: • the value, timing and certainty offered by the terms of theAcquisition are more attractive to Whatman Shareholders than the range of otherstrategic options available; • the offer price of 270 pence per Whatman Share allowsWhatman Shareholders to realise their investment at a 31 per cent. premium toWhatman's Closing Price of 206 pence on 14 January 2008, the last business dayprior to Whatman's announcement that it had received an approach that may or maynot lead to an offer; • the offer price of 270 pence per Whatman Share allowsWhatman Shareholders to realise their investment at a 41 per cent. premium toWhatman's average Closing Price of 191 pence for the month ended 14 January2008, the last business day prior to Whatman's announcement that it had receivedan approach that may or may not lead to an offer; and • the strategic fit with GE Healthcare is believed to beexcellent and consequently the Acquisition will benefit all of Whatman'sstakeholders. On the basis of these and such other factors as the directors of Whatmanconsidered relevant, the directors of Whatman concluded that the terms of theAcquisition were fair and reasonable and should be recommended to shareholders. 6. Irrevocable undertakings GE Healthcare Life Sciences has received irrevocable undertakings from thedirectors of Whatman to vote in favour of the Acquisition and the resolutions atthe Court Meeting and the General Meeting in respect of all of their ownbeneficial shareholdings of Whatman Shares (and, where applicable, of theirconnected persons) amounting, in aggregate, to 22,973 Whatman Shares. Theundertakings from the directors of Whatman will remain binding in the event of acompeting offer being made for Whatman. GE Healthcare Life Sciences has also received an irrevocable undertaking fromHermes Focus Asset Management Limited as general partner or investment manageron behalf of certain underlying Hermes' funds together representing the largestshareholders of Whatman, to vote in favour of the Acquisition and theresolutions at the Court Meeting and the General Meeting in respect of, inaggregate, 20,173,844 Whatman Shares. The undertaking will remain bindingunless a competing offer at not less than 283.5 pence per Whatman Share is made. Accordingly, GE Healthcare Life Sciences has received irrevocable undertakingsfrom Whatman Shareholders to vote in favour of the Acquisition and theresolutions at the Court Meeting and the General Meeting in respect of, inaggregate, 20,196,817 Whatman Shares, representing approximately 15 per cent. ofWhatman's existing issued ordinary share capital. Further details of these irrevocable undertakings are set out in Appendix 3 tothis announcement. 7. Information relating to GE Healthcare Life Sciences andGeneral Electric Company GE Healthcare Life Sciences is a private company incorporated in England for thepurpose of implementing the Acquisition. GE Healthcare Life Sciences has nottraded since its incorporation and its sole current activity relates to theimplementation of the Acquisition. GE Healthcare Life Sciences is awholly-owned subsidiary of General Electric Company. GE Healthcare is a US$17 billion division of General Electric Company,headquartered in the United Kingdom. Worldwide, GE Healthcare employs more than46,000 people committed to serving healthcare professionals and their patientsin more than 100 countries. General Electric Company is a diversified technology, media and financialservices company, with products and services ranging from aircraft engines,power generation, water processing and sensor technology to medical imaging,business and consumer financing, media content and distribution and industrialproducts. General Electric Company serves customers in more than 100 countriesand employs more than 300,000 people worldwide. For the year ended 31 December2007, General Electric Company reported consolidated revenues of US$173 billion. Further information on GE Healthcare and General Electric Company is availableon their respective websites at www.gehealthcare.com and www.ge.com. 8. Information relating to Whatman Whatman is a global supplier of filtration technology to the life sciencesindustry with 2007 turnover estimated to be approximately £116 million. TheCompany is organised into three divisions, LabSciences, BioScience and MedTech,and is known throughout the world for its expertise in filtration technology andseparation products for analytical laboratories, bioscience and healthcareapplications. Whatman employs approximately 1,185 people, operating in NorthAmerica, the UK, Continental Europe and Asia Pacific. Trading statement for the year ended 31 December 2007 On 14 January 2008, Whatman released a trading statement in relation to the yearended 31 December 2007, an extract of which follows: "Revenue for 2007 is estimated to be £116 million. On an underlying basis,excluding the effects of foreign exchange, this means that 2007 annual revenuewill be at the same level as revenue in 2006, in line with the guidance given atthe time of the Company's interim trading statement on 13 July 2007. Atconstant exchange rates, revenue was 16% higher in the second half of the yearcompared to the first half and order intake was 8% higher. The order book at 31 December 2007 was approximately £16 million which atconstant exchange rates represents a 44% increase over the order book at 31December 2006". 9. Financing of the Acquisition The cash consideration payable by GE Healthcare Life Sciences under the terms ofthe Acquisition will be funded from existing cash resources of the GE Group. UBS, as financial adviser to GE Healthcare Life Sciences, is satisfied thatsufficient financial resources are available to GE Healthcare Life Sciences toenable it to satisfy in full the cash consideration payable by GE HealthcareLife Sciences as a result of full acceptance of the Proposals. 10. Management and employees GE Healthcare Life Sciences attaches great importance to the skills andexperience of the existing management and employees of Whatman and believes thatthey will benefit from greater opportunities within the GE Group. Accordingly,GE Healthcare Life Sciences has given assurances to the board of Whatman thatthe existing rights of employees of Whatman, including pension rights, will befully safeguarded. Following the Acquisition, Kieran Murphy will continue to lead the acquiredbusiness from the United Kingdom. 11. Whatman Share Schemes Participants in the Whatman Share Schemes will be contacted in due courseregarding the effect of the Acquisition on their rights under these schemes andappropriate proposals will be made to such participants in due course. Further details of these proposals will be set out in the Scheme Document. 12. Implementation Agreement Whatman and GE Healthcare Life Sciences have entered into the ImplementationAgreement, which provides, amongst other things, for the implementation of theAcquisition and contains assurances and confirmations between the parties(including provisions to implement the elements of the Acquisition on a timelybasis). In particular, the Implementation Agreement contains the principalprovisions set out below. Break fee As a pre-condition to GE Healthcare Life Sciences agreeing to announce theAcquisition, Whatman has agreed to pay a break fee to GE Healthcare LifeSciences of £3.585 million (equal to one per cent. of the value of theAcquisition, together with any recoverable amounts in respect of VAT) if, insummary: (i) a competing proposal for Whatman is announced and that competingproposal or any other competing proposal is completed; (ii) the directors ofWhatman withdraw, qualify or modify their recommendation of the Acquisition andthe Scheme lapses or is withdrawn; or (iii) Whatman delays implementation of theScheme in certain respects, in a manner inconsistent with the timetable agreedwith GE Healthcare Life Sciences, and the Scheme subsequently lapses or iswithdrawn as a result of such delay. Whatman has agreed that before the Scheme lapses, it will not enter into anybreak fee or similar arrangement with any third party. Right to match Whatman has also agreed in the Implementation Agreement that, if it receives anapproach relating to a competing proposal for Whatman which it intends torecommend instead of the Acquisition, it will notify GE Healthcare Life Sciencesas soon as reasonably practicable of the terms of that competing proposal andwill not withdraw or modify its recommendation of the Acquisition unless either:(i) GE Healthcare Life Sciences informs Whatman that it is not willing to revisethe terms of the Acquisition such that the directors of Whatman determine tocontinue to recommend the Acquisition; (ii) GE Healthcare Life Sciences doesnot, within 72 hours of being notified of the competing proposal, confirm thatit is willing to revise the terms of the Acquisition such that the directors ofWhatman determine to continue to recommend the Acquisition; or (iii) GEHealthcare Life Sciences, having confirmed within 72 hours of being notified ofthe competing proposal that it is willing to revise the terms of the Acquisitionsuch that the directors of Whatman determine to continue to recommend theAcquisition, fails within 108 hours of receipt of such notice to announce suchrevised terms. Non-solicitation The Implementation Agreement also contains non-solicitation obligations on thepart of Whatman in relation to competing proposals and obligations on Whatman toinform GE Healthcare Life Sciences about any competing proposals of whichWhatman becomes aware. 13. Disclosure of interests in Whatman Save for the irrevocable undertakings referred to in paragraph 6 above, as atthe close of business on 1 February 2008, the last business day prior to thedate of this announcement, neither GE Healthcare Life Sciences, nor any of thedirectors of GE Healthcare Life Sciences, nor (so far as GE Healthcare LifeSciences is aware) any person acting in concert with GE Healthcare Life Sciences(i) has any interest in, or right to subscribe for, any Whatman Shares orsecurities convertible or exchangeable into Whatman Shares ("Whatman Securities"), (ii) has any short position (whether conditional or absolute and whether inthe money or otherwise), including any short position under a derivative, orarrangement in relation to Whatman Securities, or (iii) has borrowed or lent anyWhatman Securities (save for any borrowed shares which have been on-lent orsold). For these purposes, "arrangement" includes any indemnity or optionarrangement or any agreement or understanding, formal or informal, of whatevernature, relating to Whatman Securities which may be an inducement to deal orrefrain from dealing in such securities. In the interests of secrecy prior to this announcement, GE Healthcare LifeSciences has not made any enquiries in respect of the matters referred to inthis paragraph of certain parties who may be deemed by the Panel to be acting inconcert with it for the purposes of the Acquisition. Enquiries of such partieswill be made as soon as practicable following the date of this announcement andany material disclosure in respect of such parties will be included in theScheme Document. 14. Acquisition structure and delisting It is intended that the Acquisition will be effected by means of aCourt-sanctioned scheme of arrangement between Whatman and the SchemeShareholders under Section 425 of the Companies Act 1985. The procedure willinvolve an application by Whatman to the Court to sanction the Scheme andconfirm the cancellation of all Scheme Shares, in consideration for which theScheme Shareholders will receive cash on the basis set out above. The implementation of the Scheme will be subject to the conditions and furtherterms set out in Appendix 1, and the full terms andconditions which will be set out in the Scheme Document, and will only becomeeffective if, amongst other things, the following events occur: • a resolution to approve the Scheme is passed by a majorityin number of the Scheme Shareholders present and voting (and entitled to vote),either in person or by proxy, at the Court Meeting, representing not less thanthree-quarters in value of the Scheme Shares held by such Scheme Shareholders; • all resolutions necessary to implement the Scheme arepassed by the requisite majority at the General Meeting; and • the Scheme is sanctioned (with or without modification),and the Reduction of Capital is confirmed, by the Court and the Scheme becomeseffective by registration of the Final Court Order by the Registrar ofCompanies. Prior to the Scheme becoming effective, it is intended that Whatman will make anapplication for the cancellation of the listing of the Whatman Shares on theOfficial List and for the cancellation of trading of the Whatman Shares on theLondon Stock Exchange's market for listed securities. It is also intended thatWhatman will be re-registered as a private limited company as part of theScheme. Upon the Scheme becoming effective: (i) the Scheme will be binding on all SchemeShareholders (irrespective of whether or not they attended or voted at the CourtMeeting or the General Meeting); and (ii) share certificates in respect of theWhatman Shares will cease to be valid and entitlements to Whatman Shares heldwithin the CREST system will be cancelled. 15. Expected timetable The Scheme Document containing further details of the Scheme will be despatchedto Whatman Shareholders and, for information only, to participants in theWhatman Share Schemes as soon as practicable. The Scheme Document will includethe notices of the Court Meeting and the General Meeting, together with theanticipated timetable, and will specify the necessary actions to be taken byWhatman Shareholders. 16. General The Scheme will be governed by English law and be subject to the jurisdiction ofthe English courts, to the conditions and further terms set out in Appendix 1and to be set out in the Scheme Document and the Forms of Proxy. The Schemewill be subject to the applicable requirements of the City Code, the Panel, theLondon Stock Exchange and the FSA. Appendix 1 to this announcement contains the terms of and conditions to theAcquisition. Appendix 2 to this announcement sets out the bases and sources ofcertain of the information contained in this announcement. Appendix 3 to thisannouncement contains certain details relating to the irrevocable undertakingsgiven by the directors of Whatman and Hermes Focus Asset Management Limited (asgeneral partner or investment manager on behalf of certain underlying Hermes'funds). Appendix 4 to this announcement contains definitions of certain termsused in this announcement. Enquiries General Electric Company and GE Healthcare Dan Janki, Vice President, Investor Relations, +1 203 373 2468General Electric Company Dr. Lynne Gailey, Vice President Communication, GE Healthcare +44 1494 49 8287 Dr. Val Jones, Media Relations, GE Healthcare +44 1494 49 8052 UBS Investment Bank + 44 207 567 8000 Liam Beere Thomas Onions Whatman plc + 44 162 267 6670 Kieran Murphy, Chief Executive Officer Chris Rickard, Finance Director Goldman Sachs International + 44 207 774 1000 Mark Sorrell Nimesh Khiroya Numis Securities Limited + 44 207 260 1000 Michael Meade Christopher Wilkinson Financial Dynamics + 44 207 831 3113 David Yates This announcement is not intended to and does not constitute, or form part of,any offer to sell or subscribe for or an invitation to purchase or subscribe forany securities or the solicitation of any vote or approval in any jurisdictionpursuant to the Proposals or otherwise. The Proposals will be made through theScheme Document, which will contain the full terms and conditions of theProposals including details of how to vote in respect of the Proposals. Anyresponse to the Proposals should be made only on the basis of the informationcontained in the Scheme Document. UBS Investment Bank, which is authorised and regulated in the UK by the FSA, isacting exclusively for GE Healthcare Life Sciences and no-one else in connectionwith the Acquisition and will not be responsible to anyone other than GEHealthcare Life Sciences for providing the protections afforded to clients ofUBS Investment Bank or for providing advice in relation to the Acquisition orany other matters referred to in this announcement. Goldman Sachs International, which is authorised and regulated in the UK by theFSA, is acting exclusively for Whatman and no-one else in connection with theAcquisition and will not be responsible to anyone other than Whatman forproviding the protections afforded to clients of Goldman Sachs International norfor providing advice in relation to the Acquisition or any other mattersreferred to in this announcement. Numis Securities Limited, which is authorised and regulated in the UK by theFSA, is acting exclusively for Whatman as the independent financial adviser toWhatman for the purposes of providing independent advice to the directors ofWhatman on the Acquisition under Rule 3 of the City Code and no-one else inconnection with the Acquisition and will not be responsible to anyone other thanWhatman for providing the protections afforded to clients of Numis SecuritiesLimited nor for providing advice in relation to the Acquisition or any othermatters referred to in this announcement. The availability of the Proposals to persons who are not resident in the UK maybe affected by the laws of the relevant jurisdictions. Persons who are not soresident should inform themselves about, and observe, any applicablerequirements. Further details in relation to overseas shareholders will becontained in the Scheme Document. Notice to US holders of Whatman Shares The Proposals relate to the securities of an English company and are proposed tobe implemented under a scheme of arrangement provided for under English companylaw. A transaction effected by means of a scheme of arrangement is not subjectto the proxy solicitation nor the tender offer rules under the US Exchange Act.Accordingly, the Proposals will be subject to UK disclosure requirements,which are different from the disclosure requirements of the US proxysolicitation rules and tender offer rules. The financial information relatingto Whatman included in this announcement has been, and to be included in theScheme Document will be, prepared in accordance with accounting standardsapplicable in the United Kingdom and thus may not be comparable to financialinformation of US companies or companies whose financial statements are preparedin accordance with generally accepted accounting principles in the UnitedStates. Also, the settlement procedure with respect to the Acquisition will beconsistent with UK practice, which differs from US domestic tender offerprocedures in certain material respects, particularly with regard to date ofpayment. It may be difficult for US holders of Whatman Shares to enforce their rights andany claim arising out of the US federal securities laws, since GE HealthcareLife Sciences and Whatman are located in a non-US jurisdiction, and some or allof their officers and directors may be residents of a non-US jurisdiction. USholders of Whatman Shares may not be able to sue a non-US company or itsofficers or directors in a non-US court for violations of the US securitieslaws. Further, it may be difficult to compel a non-US company and itsaffiliates to subject themselves to a US court's judgment. Forward-Looking Statements This announcement, oral statements made regarding the Proposals, and otherinformation published by General Electric Company, GE Healthcare, GE HealthcareLife Sciences and Whatman contain "forward-looking statements". Thesestatements are based on the current expectations of the management of GeneralElectric Company, GE Healthcare, GE Healthcare Life Sciences and Whatman and arenaturally subject to uncertainty and changes in circumstances. Theforward-looking statements contained herein include statements about theexpected effects of the Acquisition on Whatman and GE Healthcare Life Sciences,the expected timing and scope of the Proposals, enhanced customer benefits,access to greater resources and other synergies, other strategic options and allother statements in this announcement other than historical facts.Forward-looking statements include, without limitation, statements typicallycontaining words such as "intends", "expects", "anticipates", "believes", "estimates", "will", "may" and "should" and words of similar import. By theirnature, forward-looking statements involve risk and uncertainty because theyrelate to events and depend on circumstances that will occur in the future.There are a number of factors that could cause actual results and developmentsto differ materially from those expressed or implied by such forward-lookingstatements. These factors include, but are not limited to, the satisfaction ofthe conditions to the Acquisition, as well as additional factors, such aschanges in economic conditions, changes in the level of capital investment,success of business and operating initiatives and restructuring objectives,customers' strategies and stability, changes in the regulatory environment,fluctuations in interest and exchange rates, the outcome of litigation,government actions and natural phenomena such as floods, earthquakes andhurricanes. Other unknown or unpredictable factors could cause actual resultsto differ materially from those in the forward-looking statements. NeitherGeneral Electric Company, GE Healthcare, GE Healthcare Life Sciences nor Whatmanundertakes any obligation to update publicly or revise forward-lookingstatements, whether as a result of new information, future events or otherwise,except to the extent legally required. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in 1% or more ofany class of "relevant securities" of Whatman, all "dealings" in any "relevantsecurities" of that company (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 pm (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the offer becomes effective, lapses or is otherwisewithdrawn or on which the "offer period" otherwise ends. If two or more personsact together pursuant to an agreement or understanding, whether formal orinformal, to acquire an "interest" in "relevant securities" of Whatman, theywill be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Whatman by GE Healthcare Life Sciences or Whatman, or by any oftheir respective "associates", must be disclosed by no later than 12.00 noon(London time) on the London business day following the date of the relevanttransaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks within this section are defined in the Code, which canalso be found on the Panel's website. If you are in any doubt as to whether ornot you are required to disclose a "dealing" under Rule 8, you should consultthe Panel. Appendix 1 CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION The Acquisition will be conditional upon the Scheme becoming unconditional andbecoming effective, subject to the provisions of the City Code, by no later thanthe date falling 180 days after the date upon which the Scheme Document isposted or such later date (if any) as GE Healthcare Life Sciences and Whatmanmay agree and the Panel and the Court may allow. 1. Conditions of the Scheme The Scheme will be subject to the following conditions: (a) approval of the Scheme at the Court Meeting (or anyadjournment thereof) by a majority in number of the Scheme Shareholders presentand voting, either in person or by proxy, representing 75 per cent. or more invalue of the Scheme Shares held by such holders; (b) all resolutions required to implement the Scheme, and to beset out in the notice of the General Meeting in the Scheme Document, being dulypassed by the requisite majority at the General Meeting (or at any adjournmentthereof) and not being subsequently revoked; and (c) the sanction of the Scheme (without modification or, ifagreed by Whatman and GE Healthcare Life Sciences, with modification), and theconfirmation of the Reduction of Capital, by the Court and: (i) an office copyof the Final Court Order and the minute of the Reduction of Capital attachedthereto being delivered for registration to the Registrar of Companies; and (ii)in relation to the Reduction of Capital, the Final Court Order being registeredby the Registrar of Companies. 2. Conditions of the Acquisition The Acquisition will also be conditional upon and, accordingly, the necessaryactions to make the Scheme effective will not be taken unless the followingconditions (as amended, if appropriate) have been satisfied or waived asreferred to below prior to the Scheme being sanctioned by the Court: (a) no Third Party having intervened (as defined below) and therenot continuing to be outstanding any statute, regulation or order of any ThirdParty in each case which is or is likely to be material in the context of theProposals which would or might reasonably be expected to: (i) make the Proposals, theirimplementation or the acquisition or proposed acquisition by GE Healthcare LifeSciences or any member of the Wider GE Group of any shares or other securitiesin, or control or management of, Whatman or any member of the Wider WhatmanGroup void, illegal or unenforceable in any jurisdiction, or otherwise directlyor indirectly restrain, prevent, prohibit, restrict or delay the same or imposeadditional conditions or obligations with respect to the Proposals or suchacquisition or proposed acquisition, or otherwise impede, challenge or interferewith the Proposals or such acquisition or proposed acquisition, or requireamendment to the terms of the Proposals or such acquisition or proposedacquisition; (ii) limit or delay, or impose anylimitations on, the ability of any member of the Wider GE Group or any member ofthe Wider Whatman Group to acquire or to hold or to exercise effectively,directly or indirectly, all or any rights of ownership in respect of shares orother securities in, or to exercise voting or management control over, anymember of the Wider Whatman Group or any member of the Wider GE Group; (iii) require, prevent or delay thedivestiture or alter the terms envisaged for any proposed divestiture by anymember of the Wider GE Group of any shares or other securities in Whatman; (iv) require, prevent or delay thedivestiture or alter the terms envisaged for any proposed divestiture by anymember of the Wider GE Group or by any member of the Wider Whatman Group of allor any portion of their respective businesses, assets or properties or limit theability of any of them to conduct any of their respective businesses or to ownor control any of their respective assets or properties or any part thereof; (v) require any member of the Wider GEGroup or of the Wider Whatman Group to acquire, or to offer to acquire, anyshares or other securities (or the equivalent) in any member of either groupowned by any third party; (vi) limit the ability of any member of theWider GE Group or of the Wider Whatman Group to conduct or integrate or co-ordinate its business, or any part of it, with the businesses or any part of thebusinesses of any other member of the Wider GE Group or of the Wider WhatmanGroup; (vii) result in any member of the WiderWhatman Group or the Wider GE Group ceasing to be able to carry on businessunder any name under which it presently does so; or (viii) otherwise adversely affect any or allof the business, assets, profits, financial or trading position or prospects ofany member of the Wider Whatman Group or of the Wider GE Group, and all applicable waiting and other time periods during which any Third Partycould intervene under the laws of any relevant jurisdiction having expired,lapsed or been terminated; (b) without limitation to condition 2(a) above, all filings havingbeen made and all or any applicable waiting periods (including any extensionsthereof) under the United States Hart-Scott-Rodino Antitrust Improvements Act of1976 and the regulations thereunder having expired, lapsed or been terminated asappropriate in each case in respect of the proposed acquisition of Whatman by GEHealthcare Life Sciences, or any matters arising from that proposed acquisition; (c) all notifications and filings which are necessary orconsidered by GE Healthcare Life Sciences, acting reasonably, as being desirablehaving been made, all appropriate waiting and other time periods (including anyextensions of such waiting and other time periods) under any applicablelegislation or regulation of any relevant jurisdiction having expired, lapsed orbeen terminated (as appropriate) and all statutory or regulatory clearances inany relevant jurisdiction which are necessary or desirable having been obtained,and all obligations in any relevant jurisdiction having been complied with, ineach case in connection with the Proposals or the acquisition or proposedacquisition of any shares or other securities in, or control or management of,Whatman or any other member of the Wider Whatman Group by any member of theWider GE Group or the carrying on by any member of the Wider Whatman Group ofits business; (d) all Authorisations which are necessary or considered by GEHealthcare Life Sciences, acting reasonably, as being desirable in any relevantjurisdiction for or in respect of the Proposals or the acquisition or proposedacquisition of any shares or other securities in, or control or management of,Whatman or any other member of the Wider Whatman Group by any member of theWider GE Group, or (in such case where the absence of such Authorisation wouldhave a material adverse effect on the Whatman Group taken as a whole) for thecarrying on by any member of the Wider Whatman Group of its business, havingbeen obtained from all appropriate Third Parties or from any persons or bodieswith whom any member of the Wider Whatman Group has entered into contractualarrangements, and all such Authorisations remaining in full force and effect andthere being no notice or intimation of any intention to revoke, suspend,restrict, modify or not to renew any of the same; (e) since 31 December 2006 and except as disclosed, there beingno provision of any arrangement, agreement, lease, licence, permit, franchise orother instrument to which any member of the Wider Whatman Group is a party, orby or to which any such member or any of its assets is or are or may be bound,entitled or subject or any circumstance, which, in each case as a consequence ofthe Proposals or the acquisition or proposed acquisition of any shares or othersecurities in, or control of, Whatman or any other member of the Wider WhatmanGroup by any member of the Wider GE Group or otherwise, could or mightreasonably be expected to result in (in any case to an extent which is or wouldbe material in the context of the Proposals or, as the case may be, the WiderWhatman Group taken as a whole): (i) any such arrangement, agreement,lease, licence, permit, franchise or instrument, or the rights, liabilities,obligations or interests of any member of the Wider Whatman Group thereunder,being, or becoming capable of being, terminated or adversely modified oraffected or any adverse action being taken or any obligation or liabilityarising thereunder; (ii) any asset or interest of any memberof the Wider Whatman Group being or falling to be disposed of or ceasing to beavailable to any member of the Wider Whatman Group or any right arising underwhich any such asset or interest could be required to be disposed of or couldcease to be available to any member of the Wider Whatman Group; (iii) any member of the Wider WhatmanGroup ceasing to be able to carry on business under any name under which itpresently does so; (iv) any moneys borrowed by or any otherindebtedness (actual or contingent) of, or grant available to any member of theWider Whatman Group, being or becoming repayable or capable of being declaredrepayable immediately or earlier than their or its stated maturity date orrepayment date or the ability of any such member to borrow moneys or incur anyindebtedness being withdrawn or inhibited or being capable of becoming or beingwithdrawn or inhibited; (v) the creation or enforcement of anymortgage, charge or other security interest over the whole or any part of thebusiness, property or assets of any member of the Wider Whatman Group; (vi) the creation of liabilities (actual orcontingent) by any member of the Wider Whatman Group other than in the ordinarycourse of business; (vii) the rights, liabilities, obligationsor interests of any member of the Wider Whatman Group under any sucharrangement, agreement, lease, licence, permit, franchise or other instrument orthe interests or business of any such member in or with any other person, firm,company or body (or any arrangement or arrangements relating to any suchinterests or business) being terminated or adversely modified or affected; (viii) the financial or trading position orthe prospects or the value of any member of the Wider Whatman Group beingprejudiced or adversely affected; or (ix) any liability of any member of theWider Whatman Group to make any severance, termination, bonus or other paymentto any of its directors or senior executives, and no event having occurred which, under any provision of any such arrangement,agreement, licence, permit or other instrument, could result in or would bereasonably likely to result in any of the events or circumstances which arereferred to in paragraphs (i) to (ix) of this condition (e) in any case to anextent which is or would be material in the context of the Proposals or, as thecase may be, the Whatman Group taken as a whole; (f) since 31 December 2006 and except as disclosed, no member ofthe Wider Whatman Group having: (i) issued or agreed to issue, orauthorised the issue of, additional shares of any class, or securitiesconvertible into or exchangeable for, or rights, warrants or options tosubscribe for or acquire, any such shares or convertible securities, ortransferred or sold any shares out of treasury, other than as between Whatmanand wholly-owned subsidiaries of Whatman other than any shares upon the exerciseof any options granted under any of the Whatman Share Schemes; (ii) purchased or redeemed or repaid anyof its own shares or other securities or reduced or made any other change to anypart of its share capital to an extent which (other than in the case of Whatman)is material in the context of the Whatman Group taken as a whole; (iii) recommended, declared, paid or madeany dividend or other distribution whether payable in cash or otherwise or madeany bonus issue (other than to Whatman or a wholly-owned subsidiary of Whatman); (iv) except as between Whatman and itswholly-owned subsidiaries or between such wholly-owned subsidiaries made orauthorised any change in its loan capital; (v) (other than any acquisition ordisposal in the ordinary course of business or a transaction between Whatman anda wholly-owned subsidiary of Whatman or between such wholly-owned subsidiaries)merged with, demerged or acquired any body corporate, partnership or business oracquired or disposed of or transferred, mortgaged, charged or created anysecurity interest over any assets or any right, title or interest in any assets(including shares in any undertaking and trade investments) or authorised thesame in each case to an extent which is material in the context of the WhatmanGroup taken as a whole; (vi) issued or authorised the issue of, ormade any change in or to, any debentures or except in the ordinary course ofbusiness or except as between Whatman and its wholly-owned subsidiaries orbetween such wholly-owned subsidiaries incurred or increased any indebtedness orliability (actual or contingent) which in any case is material in the context ofthe Whatman Group taken as a whole; (vii) entered into, varied, or authorisedany agreement, transaction, arrangement or commitment (whether in respect ofcapital expenditure or otherwise) which: (A) is of a long term, onerous or unusual nature or magnitude orwhich is reasonably likely to involve an obligation of such nature or magnitude;or (B) is reasonably likely to restrict the business of any member ofthe Wider Whatman Group; or (C) is other than in the ordinary course of business, and which in any case is material in the context of the Whatman Group taken as awhole; (viii) except as between Whatman and itswholly-owned subsidiaries or between such wholly-owned subsidiaries enteredinto, implemented, effected or authorised any merger, demerger, reconstruction,amalgamation, scheme, commitment or other transaction or arrangement in respectof itself or another member of the Wider Whatman Group otherwise than in theordinary course of business which in any case is material in the context of theWhatman Group taken as a whole; (ix) taken any corporate action or had anylegal proceedings instituted or threatened against it or petition presented ororder made for its winding-up (voluntarily or otherwise), dissolution orreorganisation or for the appointment of a receiver, administrator,administrative receiver, trustee or similar officer of all or any material partof its assets and revenues or any analogous proceedings in any jurisdiction orappointed any analogous person in any jurisdiction which in any case is materialin the context of the Whatman Group taken as a whole; (x) been unable, or admitted in writingthat it is unable, to pay its debts or having stopped or suspended (orthreatened to stop or suspend) payment of its debts generally or ceased orthreatened to cease carrying on all or a substantial part of its business in anycase with a material adverse effect on the Whatman Group taken as a whole; (xi) waived or compromised any claim,otherwise than in the ordinary course of business, which is material in thecontext of the Whatman Group taken as a whole; (xii) made any alteration to its memorandumor articles of association which is material in the context of the Proposals; (xiii) made or agreed or consented to anychange to: (A) the terms of the trust deeds constituting the pension scheme(s)established for its directors, employees or their dependants; or (B) the benefits which accrue or to the pensions which are payablethereunder; or (C) the basis on which qualification for, or accrual or entitlementto, such benefits or pensions are calculated or determined; (D) the basis upon which the liabilities (including pensions) orsuch pension schemes are funded or made; or (E) any change to the trustees including the appointment of atrust corporation, in each case, which has an effect that is material in the context of the WhatmanGroup taken as a whole; (xiv) proposed, agreed to provide or modifiedthe terms of any share option scheme, incentive scheme or other benefit relatingto the employment or termination of employment of any person employed by theWider Whatman Group which either individually or in the aggregate is material inthe context of the Proposals; or (xv) entered into any agreement, commitmentor arrangement or passed any resolution or made any offer (which remains openfor acceptance) or proposed or announced any intention with respect to any ofthe transactions, matters or events referred to in this condition (f); (g) since 31 December 2006 and except as disclosed: (i) there having been no adverse changeor deterioration in the business, assets, financial or trading positions orprofit or prospects of any member of the Wider Whatman Group which in any caseis material in the context of the Whatman Group taken as a whole; (ii) no contingent or other liability ofany member of the Wider Whatman Group having arisen or become apparent orincreased which in any case is material in the context of the Whatman Grouptaken as a whole; (iii) no litigation, arbitrationproceedings, prosecution or other legal proceedings to which any member of theWider Whatman Group is or may become a party (whether as plaintiff, defendant orotherwise) having been threatened, announced, implemented or instituted by oragainst or remaining outstanding against or in respect of any member of theWider Whatman Group which in any case is material in the context of the WhatmanGroup taken as a whole; and (iv) (other than as a result of theProposals) no enquiry or investigation by, or complaint or reference to, anyThird Party having been threatened, announced, implemented, instituted by oragainst or remaining outstanding against or in respect of any member of theWider Whatman Group which in any case is material in the context of the WhatmanGroup taken as a whole; (h) since 31 December 2006 and except as disclosed, GE HealthcareLife Sciences not having discovered that: (i) any past or present member of theWider Whatman Group has failed to comply with any applicable legislation orregulation with regard to the disposal, spillage, release, discharge, leak oremission of any waste or hazardous substance or any substance likely to impairthe environment or harm human health or animal health or otherwise relating toenvironmental matters, or that there has otherwise been any such disposal,spillage, release, discharge, leak or emission which, in any case, would ormight reasonably be expected to give rise to, or has given rise to, anyliability (actual or contingent) or cost on the part of any member of the WiderWhatman Group which is material in the context of the Whatman Group taken as awhole; (ii) there is or might reasonably beexpected to be, or there has arisen, any liability (actual or contingent) forany member of the Wider Whatman Group to make good, repair, reinstate or cleanup any property now or previously owned, occupied or made use of by any past orpresent member of the Wider Whatman Group or any other property or anycontrolled waters under any applicable environmental legislation, regulation,notice, circular, order or other lawful requirement of any relevant authority orThird Party or otherwise and which is material in the context of the WhatmanGroup taken as a whole; or (iii) there is or might reasonably beexpected to be, or there has been any: (A) claim brought against any member of the Wider Whatman Group bya person or class of persons in respect of; or (B) liability (actual or contingent) of any member of the WiderWhatman Group as a result of or relating to, any material, chemical, product or process now or previously held, used, sold,manufactured, carried out or under development or research by any past orpresent member of the Wider Whatman Group which in any such case is material inthe context of the Whatman Group taken as a whole; (i) GE Healthcare Life Sciences not having discovered: (i) that any financial or business orother information concerning the Wider Whatman Group disclosed is misleading orcontains any misrepresentation of fact or omits to state a fact necessary tomake any information contained therein not misleading and which was notsubsequently corrected before 4 February 2008 by disclosure either publicly orotherwise to GE Healthcare Life Sciences to an extent which in any case ismaterial in the context of the Whatman Group taken as a whole; (ii) that any member of the Wider WhatmanGroup is subject to any liability (actual or contingent) which is not disclosedand which in any case is material in the context of the Whatman Group taken as awhole; or (iii) any information not alreadydisclosed which affects the import of any information disclosed to an extentwhich is material in the context of the Whatman Group taken as a whole. For the purpose of these conditions: (a) "Third Party" means any central bank, government, governmentdepartment or governmental, quasi-governmental, supranational, statutory,regulatory or investigative body, authority (including any national anti-trustor merger control authority), court, trade agency, association, institution orprofessional or environmental body or any other person or body whatsoever in anyrelevant jurisdiction; (b) a Third Party shall be regarded as having "intervened" if ithas decided to take, institute, implement or threaten any action, proceeding,suit, investigation, enquiry or reference or made, proposed or enacted anystatute, regulation, decision or order or taken any measures or other steps orrequired any action to be taken or information to be provided or otherwisehaving done anything and "intervene" shall be construed accordingly; (c) "Authorisations" means authorisations, orders, grants,recognitions, determinations, certificates, confirmations, consents, licences,clearances, provisions and approvals; and (d) "disclosed" means in any information as disclosed in Whatman'sannual report and accounts for the year ended 31 December 2006 or as publiclyannounced by Whatman prior to 4 February 2008 (by the delivery of anannouncement to a Regulatory Information Service), or as fairly disclosed(whether in writing, pursuant to any management meeting or site visit orotherwise) prior to 4 February 2008 to any member of the GE Group by or onbehalf of any member of the Whatman Group. GE Healthcare Life Sciences reserves the right to waive all or any of the aboveconditions, in whole or in part, apart from conditions 1(a) to 1(c) (inclusive)which cannot be waived. If the Panel requires GE Healthcare Life Sciences to make an offer for WhatmanShares under the provisions of Rule 9 of the City Code, GE Healthcare LifeSciences may make such alterations to any of the above conditions as arenecessary to comply with the provisions of that Rule. The Scheme will lapse if, before the date of the Court Meeting, the Acquisitionis referred to the Competition Commission. 3. Certain further terms of the Acquisition Whatman Shares will be acquired by GE Healthcare Life Sciences pursuant to theProposals fully paid and free from all liens, equitable interests, charges,encumbrances and other third party rights of any nature whatsoever and togetherwith all rights attaching to them, including the right to receive and retain alldividends and distributions (if any) declared, made, paid or payable after 4February 2008. The Scheme will be governed by English law and be subject to the jurisdiction ofthe English courts, to the conditions and further terms set out set out inAppendix 1 and to be set out in the Scheme Document and the Forms of Proxy. TheScheme will be subject to the applicable requirements of the City Code, thePanel, the London Stock Exchange and the FSA. The availability of the Proposals to persons not resident in the United Kingdommay be affected by the laws of the relevant jurisdictions. Persons who are notresident in the United Kingdom should inform themselves about and observe anyapplicable requirements. Appendix 2BASES AND SOURCES (a) The value of £363 million attributed to the issued and to beissued share capital of Whatman is based upon the 132,481,166 Whatman Shares inissue on 1 February 2008 and the 1,819,013 Whatman Shares which may be issued asa result of the exercise of options (in respect of which the exercise price isless than 270 pence) under the Whatman Share Schemes. (b) The consolidated revenues figure of General Electric Companyfor the year ended 31 December 2007 is extracted (without material adjustment)from its Current Report on Form 8-K, filed with the US Securities and ExchangeCommission on 18 January 2008. (c) Unless otherwise stated, the financial information on Whatmanis extracted from Whatman's Annual Report and Accounts for the year ended 31December 2006 and from the announcement of Whatman's unaudited interim resultsfor the six months to June 2007. (d) Unless otherwise stated, all prices for Whatman Shares havebeen derived from the Daily Official List of the London Stock Exchange andrepresent closing middle market prices on the relevant date. Appendix 3 DETAILS OF IRREVOCABLE UNDERTAKINGS The following directors of Whatman have given irrevocable undertakings, asdescribed in paragraph 6, to vote in favour of the Acquisition and theresolutions at the Court Meeting and the General Meeting: Name Number of Whatman Shares Percentage of issued share capital of Whatman Hinrich Kehler 8,918 0.007Jeffrey Hewitt 3,535 0.003Simon May 10,520 0.008 Hermes Focus Asset Management Limited, as general partner or investment manageron behalf of certain underlying Hermes' funds, has given an irrevocableundertaking (as described in paragraph 6) to vote in favour of the Acquisitionand the resolutions at the Court Meeting and the General Meeting: Name of beneficial owner* Number of Whatman Shares Percentage of issued share capital of Whatman Hermes UK Small Companies Focus 4,576,902 3.45FundHermes UK Small Companies Focus 859,722 0.65Fund IIHermes UK Focus Fund 9,431,509 7.12The Second Hermes UK Focus Fund 3,171,742 2.39The Third Hermes UK Focus Fund 1,554,189 1.17The Nottinghamshire County 579,780 0.44Council, as trustee of theNottinghamshire County CouncilSuperannuation FundTotal 15.23 * In each case, the registered holder is Chase Nominees Limited. Appendix 4DEFINITIONS The following definitions apply throughout this announcement unless the contextrequires otherwise. "Acquisition" the proposed acquisition of the entire issued and to be issued share capital of Whatman, whether implemented by way of the Scheme or (in the absolute discretion of GE Healthcare Life Sciences, subject to the consent of the Panel) the Offer "City Code" the City Code on Takeovers and Mergers "Closing Price" the closing middle market quotation of a Whatman Share, as derived from the Daily Official List or the London Stock Exchange's website "Court" the High Court of Justice of England and Wales "Court Hearing" the hearing by the Court of the petition to sanction the Scheme, to confirm the Reduction of Capital and to grant the Final Court Order "Court Meeting" the meeting(s) of the Scheme Shareholders to be convened by order of the Court pursuant to Section 425 of the Companies Act 1985, notice of which will be set out in the Scheme Document, for the purpose of approving the Scheme, including any adjournment thereof "Daily Official List" the daily official list of the London Stock Exchange "Final Court Order" the order of the Court sanctioning the Scheme under Section 425 of the Companies Act 1985, confirming the Reduction of Capital under Section 137 of the Companies Act 1985 and authorising the re-registration of Whatman as a private company under Section 139 of the Companies Act 1985 "Forms of Proxy" the form of proxy for use at the Court Meeting and/or the form of proxy for use at the General Meeting, which will accompany the Scheme Document "FSA" The Financial Services Authority "GE Group" General Electric Company and its subsidiary undertakings "GE Healthcare" the GE Healthcare division of General Electric Company "GE Healthcare Life Sciences" GE Healthcare Life Sciences Ltd, a private limited company registered in England under number 6486634 and a wholly-owned subsidiary of General Electric Company "General Electric Company" General Electric Company, a New York corporation with a primary listing on the New York Stock Exchange and secondary listings on the London Stock Exchange and Euronext Paris "General Meeting" the general meeting of Whatman to be convened in connection with the Scheme and the Reduction of Capital, notice of which will be set out in the Scheme Document "Implementation Agreement" the agreement entered into between Whatman and GE Healthcare Life Sciences, dated 4 February 2008, in connection with the implementation of the Proposals "Listing Rules" the rules and regulations made by the FSA in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000, and contained in the UK Listing Authority's publication of the same name "London Stock Exchange" London Stock Exchange plc "Offer" if (in the absolute discretion of GE Healthcare Life Sciences, subject to the consent of the Panel) GE Healthcare Life Sciences elects to effect the Acquisition by way of a takeover offer, the Offer to be made by or on behalf of GE Healthcare Life Sciences to acquire the entire issued and to be issued ordinary share capital of Whatman on the terms and subject to the conditions to be set out in the related offer document "Official List" the Official List of the UK Listing Authority "Panel" the Panel on Takeovers and Mergers "Proposals" the proposed acquisition of the Whatman Shares to be effected by means of the Scheme or (in the absolute discretion of GE Healthcare Life Sciences, subject to the consent of the Panel) by means of the Offer "Reduction of Capital" the proposed reduction of the share capital of Whatman under Section 135 of the Companies Act 1985, to be effected as part of the Scheme "Registrar of Companies" the Registrar of Companies in England and Wales "Regulatory Information Service" any of the services set out in schedule 12 to the Listing Rules"Scheme" the scheme of arrangement proposed to be made under Section 425 of the Companies Act 1985 between Whatman and the Scheme Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by GE Healthcare Life Sciences "Scheme Document" the circular in respect of the Scheme to be despatched to Whatman Shareholders and, for information only, to participants in the Whatman Share Schemes, setting out (amongst other things) the full terms and conditions of the Scheme and the notices of the Court Meeting and the General Meeting "Scheme Shareholders" holders of Scheme Shares "Scheme Shares" all Whatman Shares which are: (i) in issue at the date of the Scheme Document; (ii) (if any) issued after the date of the Scheme Document and prior to the Scheme Voting Record Time; and (iii) (if any) issued on or after the Scheme Voting Record Time and at or prior to 6.00 p.m. (London time) on the day before the Court Hearing, either on terms that the holders thereof shall be bound by the Scheme or in respect of which the original or any subsequent holders thereof shall have agreed to be bound by the Scheme, but excluding any Whatman Shares held by any members of the GE Group "Scheme Voting Record Time" the time and date specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined "Substantial Interest" a direct or indirect interest in 20 per cent. or more of the voting equity capital of an undertaking "UBS" or "UBS Investment Bank" UBS Limited "UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland "UK Listing Authority" the FSA acting in its capacity as the competent authority for listing under the Financial Services and Markets Act 2000 "United States of America" or "US" the United States of America, its territories and possessions, any state of the United States and the District of Columbia "US Exchange Act" the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder "Whatman" Whatman plc "Whatman Group" Whatman and its subsidiary undertakings "Whatman Share Schemes" the Whatman plc 1998 Senior Executive and Senior Manager Share Option Scheme, and the Whatman Savings Related Share Option Plan "Whatman Shareholders" registered holders of Whatman Shares from time to time "Whatman Shares" ordinary shares of 1 pence each in the capital of Whatman "Wider GE Group" General Electric Company and the subsidiaries and subsidiary undertakings of General Electric Company and associated undertakings (including any joint venture, partnership, firm or company in which any member of the GE Group is interested or any undertaking in which General Electric Company and such undertakings (aggregating their interests) have a Substantial Interest "Wider Whatman Group" Whatman and the subsidiaries and subsidiary undertakings of Whatman and associated undertakings (including any joint venture, partnership, firm or company in which any member of the Whatman Group is interested or any undertaking in which Whatman and such undertakings (aggregating their interests) have a Substantial Interest For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the meanings given by theCompanies Act 1985 (as amended) (but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the Companies Act 1985). This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
GEC.L