TIDMCTN
RNS Number : 5115Q
C.R. Bard, Inc.
20 October 2011
For immediate release
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
20 October 2011
HASTINGS INVESTMENTS IRELAND LIMITED,
A WHOLLY-OWNED SUBSIDIARY OF C. R. BARD, INC.
RECOMMENDED CASH OFFER FOR
CLEARSTREAM TECHNOLOGIES GROUP plc -
COMPULSORY ACQUISITION OF OUTSTANDING CLEARSTREAM SHARES
The Board of Hastings Investments Ireland Limited ("Bidco")
announced on 12 October 2011 that its Offer for ClearStream
Technologies Group plc ("ClearStream") had become unconditional in
all respects.
As at that date, Bidco had received valid acceptances of the
Offer in respect of more than 80 per cent. of the ClearStream
Shares the subject of the Offer.
Bidco now announces that yesterday, Tuesday 19 October 2011, it
posted notices pursuant to Section 204(1) of the Irish Companies
Act to ClearStream Shareholders who have not yet validly accepted
the Offer, informing them that it proposes to acquire compulsorily
their ClearStream Shares under the provisions of Section 204 of
that Act. The compulsory acquisition procedure is expected to be
completed on, or shortly after, 21 November 2011.
The Offer remains open for acceptance until further notice.
ClearStream Shareholders who have not yet accepted the Offer should
complete, sign and return their Form of Acceptance in accordance
with the procedure set out in the Offer Document as soon as
possible.
Bidco also announces that application has been made to cancel
the listing and trading of ClearStream Shares on AIM. As previously
announced, it is anticipated that the cancellation of listing and
trading on AIM will become effective at 7.00 a.m. on 10 November
2011.
Copies of the Offer Document and the Form of Acceptance will be
available for inspection at the offices of McCann FitzGerald,
Riverside One, Sir John Rogerson's Quay, Dublin 2 and Whitney
Moore, Wilton Park House, Dublin 2 during usual business hours on
any week day (Saturdays, Sundays and public holidays excepted)
while the Offer remains open for acceptance.
Definitions used in the Offer Document dated 20 September 2011
have the same meaning when used in this announcement, unless the
context requires otherwise.
Enquiries:
Barclays Capital Tel: +44 (0) 20 7632
2323
Financial adviser to Bard and Bidco
Derek Shakespeare
finnCap Tel: +44 (0) 20 7600
1658
Financial adviser to ClearStream
Marc Young
Charlotte Stranner
Responsibility
The directors of Bard and Bidco accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of the directors of Bard and Bidco (who have
taken all reasonable care to ensure that such is the case), the
information contained in this announcement is in accordance with
the facts and does not omit anything likely to affect the import of
such information.
Financial Advisers
Barclays Capital, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Bard and Bidco and no one else in connection with
the Offer and will not be responsible to anyone other than Bard and
Bidco for providing the protections afforded to customers of
Barclays Capital or for providing advice in relation to the Offer
or in relation to the matters described in this announcement or any
transaction or arrangement referred to herein.
finnCap, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for
ClearStream and no one else in connection with the Offer and will
not be responsible to anyone other than ClearStream for providing
the protections afforded to customers of finnCap nor for providing
advice in relation to the Offer or any other matter referred to in
this announcement.
General
This announcement does not constitute an offer to purchase,
sell, subscribe for or exchange or the solicitation of an offer to
purchase, sell, subscribe for or exchange any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise.
The distribution of this announcement in or into certain
jurisdictions may be restricted by the laws of those jurisdictions.
Accordingly, copies of this announcement and all other documents
relating to the Offer are not being, and must not be, mailed or
otherwise forwarded, distributed or sent in, into or from such
jurisdictions. Persons receiving such documents (including, without
limitation, nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction.
Rule 8 of the Takeover Rules - Dealing Disclosure
Requirements
Under the provisions of Rule 8.3 of the Takeover Rules, if any
person is, or becomes, 'interested' (directly or indirectly) in one
per cent. or more of any class of "relevant securities" of
ClearStream, all "dealings" in any "relevant securities" of
ClearStream (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be
publicly disclosed by no later than 3:30pm (Dublin time) on the
Business Day following the date of the relevant transaction. This
requirement will continue until the date on which the Offer becomes
or is declared unconditional as to acceptances or lapses or is
otherwise withdrawn or on which the Offer Period otherwise ends. If
two or more persons co-operate on the basis of any agreement,
either express or tacit, either oral or written, to acquire an
"interest" in "relevant securities" of ClearStream, they will be
deemed to be a single person for the purpose of Rule 8.3 of the
Takeover Rules.
Under the provisions of Rule 8.1 of the Takeover Rules, all
"dealings" in "relevant securities" of ClearStream, by ClearStream
or Bard, or by any of their respective "associates", during the
Offer Period must be disclosed by no later than 12.00 noon (Dublin
time) on the Business Day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed can be found
on the Panel's website at www.irishtakeoverpanel.ie.
'Interests in securities' arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks in this paragraph, Dealing Disclosure
Requirements, are defined in the Takeover Rules, which can also be
found on the Panel's website. If you are in any doubt as to whether
or not you are required to disclose a "dealing" under Rule 8, you
should consult the Panel's website at www.irishtakeoverpanel.ie or
contact the Panel on telephone number +353 (0) 1 678 9020; fax
number +353 (0) 1 678 9289
This information is provided by RNS
The company news service from the London Stock Exchange
END
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