Offer Unconditional in All Respects (0052Q)

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RNS Number : 0052Q

C.R. Bard, Inc.

12 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

12 October 2011

HASTINGS INVESTMENTS IRELAND LIMITED,

A WHOLLY-OWNED SUBSIDIARY OF C. R. BARD, INC.

RECOMMENDED CASH OFFER FOR

CLEARSTREAM TECHNOLOGIES GROUP plc -

OFFER DECLARED WHOLLY UNCONDITIONAL

Offer unconditional in all respects

The Board of Hastings Investments Ireland Limited ("Bidco") announces that as at 1.00 p.m. on 11 October 2011 valid acceptances of the Offer had been received in respect of 43,189,402 ClearStream Shares, representing approximately 85.87 per cent. of ClearStream's current issued ordinary share capital, and that its Offer for ClearStream Technologies Group plc ("Clearstream") has become unconditional as to acceptances.

All of the conditions to the Offer as set out in the Offer Document dated 20 September 2011 have now been satisfied or waived and, accordingly, the Offer is declared unconditional in all respects.

Offer open until further notice

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.

Settlement of the consideration due under the Offer in respect of valid acceptances which have been received by today will be despatched within fourteen days and, in the case of valid acceptances received after today, within fourteen days of the receipt of such acceptances, valid and complete in all respects.

Compulsory acquisition, delisting and cancellation of trading

Bidco intends to exercise its rights under the provisions of Section 204 of the Irish Companies Act 1963 to acquire compulsorily all outstanding ClearStream Shares not acquired or agreed to be acquired pursuant to the Offer on the same terms as the Offer.

Bidco also intends, as soon as it is practicable to do so, to procure that ClearStream makes an application to cancel the listing and admission to trading of ClearStream Shares on AIM. It is anticipated that the cancellation of the listing and trading on AIM will take effect on 10 November 2011 or as soon as practicable thereafter.

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.

Disclosures

Prior to 20 September 2011 (the commencement of the Offer Period for ClearStream under the Irish Takeover Rules), neither Bidco nor any person acting in concert with Bidco held any ClearStream Shares or other securities of ClearStream.

As previously announced, prior to the making of the Offer on 20 September 2011, Bidco received irrevocable undertakings to accept or procure the acceptance of the Offer from the Directors and company secretary of ClearStream and certain institutional shareholders in respect of 29,189,667 ClearStream Shares representing approximately 58 per cent. of the existing issued share capital of Clearstream.

Acceptances of the Offer in respect of all of these ClearStream Shares have been received by Bidco pursuant to these irrevocable undertakings and are included in the total number of valid acceptances referred to above.

As previously announced, prior to the making of the Offer on 20 September 2011, Bidco received irrevocable undertakings to accept or procure the acceptance of the Offer from the Directors and company secretary of ClearStream in respect of 755,338 ClearStream Shares issuable pursuant to ClearStream Share Options held by them. Acceptances of the Offer in respect of all of these ClearStream Shares have not yet been received by Bidco pursuant to these irrevocable undertakings and therefore are not included in the total number of valid acceptances referred to above.

Save as set out above, neither Bidco nor any person acting in concert with Bidco is interested in any relevant ClearStream securities, or holds any short position in any relevant ClearStream securities. Save as set out above, neither Bidco nor any person acting in concert with Bidco has acquired or agreed to acquire any ClearStream Shares or other securities of ClearStream during the Offer Period.

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: [phone] 
                                        2323 
 Financial adviser to Bard and Bidco 
 Derek Shakespeare 
 
 finnCap                               Tel: [phone] 
                                        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 [phone]; fax number [phone]

This information is provided by RNS

The company news service from the London Stock Exchange

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