Offer for ClearStream Technologies Group plc (5482O)

TIDMZZZZ TIDMCTN

RNS Number : 5482O

C.R. Bard, Inc.

20 September 2011

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 of such jurisdiction.

20 September 2011

RECOMMENDED CASH OFFER

BY

C. R. BARD, INC.

(acting through its wholly-owned Irish subsidiary, Hastings Investments Ireland Limited)

FOR

CLEARSTREAM TECHNOLOGIES GROUP plc

Introduction

- The Boards of C. R. Bard, Inc. ("Bard") and ClearStream Technologies Group plc ("ClearStream") are pleased to announce that they have agreed on the terms of a recommended cash Offer for the whole of the issued and to be issued share capital of ClearStream. The Offer will be made by Hastings Investments Ireland Limited ("Bard Bidco"), a wholly-owned Irish subsidiary of Bard.

Summary of the Offer

-- The Bard Board has reached agreement with the ClearStream Directors on the terms of a recommended cash offer to be made by Bard Bidco for the entire issued and to be issued share capital of ClearStream at a price of 85 pence per Ordinary Share, valuing the share capital of ClearStream (on a fully diluted basis) at approximately GBP43.8 million.

-- ClearStream was incorporated in 2000 and the Ordinary Shares were admitted to trading on AIM on 12 November 2004 under the current management team. Since admission to AIM, ClearStream has built a profitable medical device company which has grown considerably, yet organically. ClearStream has positioned itself as a global proprietary seller in the cardiovascular and peripheral angioplasty market.

-- ClearStream operates and manufactures proprietary products from its plant in Enniscorthy, Co. Wexford, Ireland. ClearStream's products are sold globally through a diverse network of distributors.

-- Bard is a leading multinational developer, manufacturer and marketer of innovative, life-enhancing medical technologies in the fields of vascular, urology and oncology and surgical specialty products. Bard markets its products and services worldwide to hospitals, individual health care professionals, extended care facilities and alternative site facilities.

-- Bard Bidco has received irrevocable undertakings to accept, or procure the acceptance of, the Offer in respect of a total of 29,189,667 ClearStream Shares, representing approximately 58 per cent. of the existing issued ordinary share capital of ClearStream.

-- The price of 85 pence for each ClearStream Share represents a premium of approximately 84 per cent. to the Closing Price of 46 pence per ClearStream Share on 19 September 2011, being the last Business Day prior to the date of this announcement.

-- The ClearStream Directors, who have been so advised by finnCap, consider the terms of the Offer to be fair and reasonable to ClearStream Shareholders as a whole and unanimously recommend that the ClearStream Shareholders accept the Offer, as the ClearStream Directors and their immediate families and related trusts have irrevocably undertaken to do or procure in respect of their entire holding of 6,987,563 ClearStream Shares in aggregate representing approximately 14 per cent. of the existing issued ordinary share capital of ClearStream.

Key Highlights

-- Bard and ClearStream have complementary core competencies that will allow the combined business to bring the scale and resources for continued investment to bolster Bard's vascular product continuum.

-- ClearStream's strong product development knowledge and manufacturing capabilities provide an excellent strategic fit for Bard.

-- Bard believes the combination of ClearStream and Bard presents a mutually attractive opportunity for shareholders and employees of both organizations.

-- If the Offer is successful, ClearStream Shareholders will benefit from an attractive, all cash price, delivered at a significant premium.

Key Financial Terms

- The Offer will be 85 pence in cash for each ClearStream Share, valuing ClearStream's entire issued ordinary share capital (fully diluted for the exercise of all outstanding in-the-money options) at approximately GBP43.8 million.

- The Offer represents a premium of approximately:

-- 84 per cent. to the Closing Price of 46 pence per ClearStream Share on 19 September 2011, being the last Business Day prior to the date of this announcement;

-- 90 per cent. to the average Closing Price of 45 pence per ClearStream Share for the 1 month ended 19 September 2011, being the last Business Day prior to the date of this announcement; and

-- 111 per cent. to the average Closing Price of 40 pence per ClearStream Share for the 12 months ended 19 September 2011, being the last Business Day prior to the date of this announcement.

Recommendation

- The Directors of ClearStream, who have been so advised by finnCap, consider the terms of the Offer to be fair and reasonable and will unanimously recommend ClearStream Shareholders to accept the Offer. In providing advice to the Directors of ClearStream, finnCap has taken into account the Directors' commercial assessments.

Irrevocable undertakings

- Bard Bidco has 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 a total of 29,189,667 ClearStream Shares representing approximately 58 per cent. of the existing issued share capital of ClearStream.

- Further details of these irrevocable undertakings are set out in the main body of this announcement and in Appendix 3.

Commenting on the Offer, Timothy M. Ring, Chairman and CEO of Bard, said:

"The acquisition of ClearStream represents a compelling strategic opportunity for Bard, enabling us to strengthen our leadership in vascular medical devices, in addition to expanding our global manufacturing and supply chain capabilities. ClearStream provides Bard with significant product development expertise and a highly-skilled employee base, and we are confident that physicians and patients will be positively impacted by this transaction."

Commenting on the Offer, Andrew Jones, Chief Executive Officer of ClearStream, said:

"The ClearStream Board believes that the offer being made by Bard represents a very attractive opportunity for ClearStream Shareholders to realise the value created by ClearStream's development and growth since being admitted to AIM in 2004. In addition, the legacy and strengths of ClearStream, created by our R&D, regulatory and manufacturing processes in Enniscorthy, will provide a good platform for further growth under the Bard stewardship."

This summary should be read in conjunction with the full text of the following announcement and Appendices

Further information on the terms and conditions to which the Offer will be subject are set out in Appendix 1 and will be set out in the Offer Document, which Bard intends to despatch to ClearStream Shareholders as soon as practicable. Any responses in relation to the Offer should be made on the basis of the information contained in the Offer Document.

Pursuant to Rule 2.6(c) of the Irish Rules, this announcement will be made available to ClearStream's and Bard's employees.

Appendix 1 of this announcement sets out the conditions to implementation of the Offer.

Appendix 2 of this announcement contains the sources and bases of certain information used in this summary and in the following announcement.

Appendix 3 of this announcement contains details of the irrevocable undertakings given in connection with the Offer.

Appendix 4 of this announcement contains definitions of certain terms used in this summary and the following announcement.

In accordance with Rule 2.10 of the Irish Rules, ClearStream confirms it has 50,293,845 Ordinary Shares in issue and admitted to trading on AIM under the UK ISIN code IE00B03QHM52.

Enquiries

For further information contact:

Bard

Investor Relations

Todd W. Garner

Vice President, Investor Relations

Phone: [phone]

Media Relations

Scott T. Lowry

Vice President and Treasurer

Phone: [phone]

Barclays Capital (financial adviser to Bard and Bard Bidco) Derek Shakespeare

Phone: [phone]

ClearStream

Andrew Jones

Phone: [phone]

finnCap (financial adviser to ClearStream)

Marc Young

Charlotte Stranner

Phone: [phone]

Responsibility Statements

The Directors of ClearStream accept responsibility for the information contained in this announcement relating to ClearStream, the ClearStream Group, the Directors of ClearStream and members of their immediate families, related trusts and persons connected with them, and for the recommendation and related opinions of the Directors of ClearStream contained in this announcement. To the best of the knowledge and belief of the Directors of ClearStream (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Directors of Bard and Bard Bidco accept responsibility for the information contained in this announcement other than that relating to ClearStream, the ClearStream Group, the Directors of ClearStream and members of their immediate families, related trusts and persons connected with them, and any recommendation and related opinions of the Directors of ClearStream. To the best of the knowledge and belief of the Directors of Bard and Bard Bidco (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility 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 Bard Bidco and no one else in connection with the Offer and will not be responsible to anyone other than Bard and Bard 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 clients of finnCap or for providing advice in relation to the Offer or any other matters referred to in this announcement or any transaction or arrangement referred to herein.

General

This announcement is for informational purposes and does not constitute an offer to sell or an invitation to purchase, sell, subscribe or exchange any securities or the solicitation of an offer to purchase, sell, subscribe or exchange any securities, pursuant to the Offer or otherwise. The Offer Document and Form of Acceptance will be made available to all ClearStream Shareholders at no cost to them. ClearStream Shareholders are advised to read the Offer Document and the accompanying Form of Acceptance when they are sent to them because they will contain important information.

The distribution of this announcement in jurisdictions other than Ireland may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than Ireland should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purpose of complying with Irish law and the Irish Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside Ireland.

Copies of this announcement and all other documents related to the announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction.

The availability of the Offer to persons not resident in Ireland may be affected by the laws of the relevant jurisdiction in which they are located. Persons who are not resident in Ireland should inform themselves of and observe any applicable requirements.

Each ClearStream Shareholder who is in any doubt as to the action to be taken should consult his independent professional adviser immediately.

This announcement is made pursuant to Rule 2.5 of the Irish Rules.

Pursuant to Rule 2.6(c) of the Irish Rules, this announcement will be made available to ClearStream's and Bard's employees.

Forward-Looking Statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of the ClearStream Group and the Bard Group and certain plans and objectives of the Boards of ClearStream and Bard. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate"," target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the Boards of ClearStream and Bard in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. ClearStream and Bard assume no obligation to update or correct the information contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of ClearStream or Bard except where expressly stated.

Rule 8 - Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Irish 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 3.30 p.m. (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 Irish Rules.

Under the provisions of Rule 8.1 of the Irish 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 Irish 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].

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 of such jurisdiction

20 September 2011

RECOMMENDED CASH OFFER

BY

C. R. BARD, INC.

(acting through its wholly-owned Irish subsidiary, Hastings Investments Ireland Limited)

FOR

CLEARSTREAM TECHNOLOGIES GROUP plc

1 Introduction

The Boards of C. R. Bard, Inc. ("Bard") and ClearStream Technologies Group plc ("ClearStream") are pleased to announce that they have agreed on the terms of a recommended cash Offer for the whole of the issued and to be issued share capital of ClearStream. The Offer will be made by Hastings Investments Ireland Limited ("Bard Bidco"), a wholly-owned Irish subsidiary of Bard.

2 The Offer

The Offer, which will be made by Bard Bidco on the terms and subject to the conditions summarised below and in Appendix 1, and to be set out in the Offer Document, will be made on the following basis:

for each ClearStream Share 85 pence in cash

The Offer will be 85 pence in cash for each ClearStream Share, valuing ClearStream's entire issued ordinary share capital (fully diluted for the exercise of all outstanding in-the-money options) at approximately GBP43.8 million.

The Offer represents a premium of approximately:

-- 84 per cent. to the Closing Price of 46 pence per ClearStream Share on 19 September 2011, being the last Business Day prior to the date of this announcement;

-- 90 per cent. to the average Closing Price of 45 pence per ClearStream Share for the 1 month ended 19 September 2011, being the last Business Day prior to the date of this announcement; and

-- 111 per cent. to the average Closing Price of 40 pence per ClearStream Share for the 12 months ended 19 September 2011, being the last Business Day prior to the date of this announcement.

Further information on the terms and conditions to which the Offer will be subject are set out in Appendix 1 and will be set out in the Offer Document, which Bard Bidco intends to despatch to ClearStream Shareholders as soon as practicable.

3 Background to and reasons for the Offer

Bard continuously evaluates opportunities for the development and continued growth of its business. Bard Peripheral Vascular, a provider of a broad range of interventional and surgical medical devices, strives to deliver life-saving, cutting edge products of the highest quality to physicians and patients. In May 2009, Bard Peripheral Vascular and ClearStream formed a strategic partnership for the manufacture of Bard's Ultraverse(R) line of specialized percutaneous transluminal angioplasty catheters. Through this close working relationship, Bard has developed great respect for ClearStream, its technical expertise and its high quality workforce.

Bard and ClearStream have complementary core competencies that will allow the combined business to bring the scale and resources for continued investment to bolster Bard's vascular product continuum, through R&D innovation, regulatory expertise, clinical development, world-class manufacturing and commercial expansion. ClearStream's strong product development knowledge and manufacturing capabilities provide an excellent strategic fit for Bard.

Bard believes that the combination of ClearStream and Bard presents a mutually attractive opportunity for shareholders and employees of both organizations. If the Offer is successful, ClearStream Shareholders will benefit from an attractive, all cash price, delivered at a significant premium.

4 Background to and reasons for recommending the Offer

The Directors of ClearStream believe that the Offer represents a compelling valuation of ClearStream, being a premium of approximately 84 per cent. to the Closing Price of 46 pence per ClearStream Share on 19 September 2011, being the last Business Day prior to the date of this announcement. The Directors of ClearStream further believe that this is a fair valuation of ClearStream based upon its recent trading, current position and market conditions.

Having delivered six consecutive years of revenue growth, the prospects of ClearStream as an independent company remain strong. The Offer reflects the progress ClearStream has made in recent years and in particular, its strong position in the peripheral angioplasty market. Given the resources and expertise at Bard's disposal, the Directors of ClearStream recognise significant scope for synergistic growth and further development under Bard's stewardship while enabling ClearStream Shareholders to realise their investment in full.

Moreover, the Directors of ClearStream have been assured that Bard intends to continue to develop ClearStream's business and retain ClearStream's R&D and manufacturing facilities in Enniscorthy, Co. Wexford, Ireland while honouring the existing agreements with ClearStream's brand distributors and OEM customers, which also makes the Offer attractive to stakeholders in ClearStream. In particular, Bard intends to invest in, and continue ClearStream's planned expansion of, ClearStream's existing pilot plant at Enniscorthy, Co. Wexford.

5 Irrevocable undertakings

Bard Bidco has received irrevocable undertakings to accept the Offer from the ClearStream Directors and the company secretary of ClearStream in respect of their entire beneficial holdings of ClearStream Shares amounting to, in aggregate, 8,001,553 ClearStream Shares (representing approximately 16 per cent. of the current issued share capital of ClearStream) and in respect of 755,338 ClearStream Shares issuable pursuant to ClearStream Share Options held by them (representing, with their holdings of ClearStream Shares, approximately 17 per cent. of the issued share capital of ClearStream on a fully diluted basis). These undertakings will cease to be binding only if: (i) the Offer Document is not posted within 7 days of the date of this announcement; (ii) the Offer has not been declared unconditional as to acceptances by 42 days after the date of the Offer Document; or (iii) the Offer lapses or is withdrawn or Bidco makes an announcement to that effect. These undertakings remain binding in the event of a competing offer being made for ClearStream.

Bard Bidco has received irrevocable undertakings to accept the Offer from the following ClearStream Shareholders: Legal and General Investment Management, Henderson Global Investors, Williams de Broe, ICC Equity Partners Limited and Royal Bank Ventures Investments Limited in respect of, in aggregate, 16,528,114 ClearStream Shares, representing approximately 33 per cent. of the current issued share capital of ClearStream. These undertakings will cease to be binding if: (i) the Offer Document is not posted within 7 days of the date of this announcement; (ii) the Offer has not been declared unconditional as to acceptances by 42 days after the date of the Offer Document; (iii) the Offer lapses or is withdrawn or Bard Bidco makes an announcement to that effect; or (iv) within a specified period of 5 to 21 days after posting of the Offer Document, a third party announces a firm intention to make an offer for ClearStream on terms which represent an improvement of 10 per cent. or more on the value of the consideration offered under the Offer.

Bard Bidco has received an undertaking from BlackRock to accept the Offer in respect of 4,660,000 ClearStream Shares, representing approximately 9 per cent. of the current issued share capital of ClearStream. The terms of the undertaking provide that BlackRock may deal with its ClearStream Shares otherwise than as envisaged by the undertaking if instructed to do so by those of its clients holding direct or indirect interests in the ClearStream Shares held by BlackRock. In addition, the undertaking ceases to be of effect if: (i) the Offer Document is not posted within 7 days of the date of this announcement; (ii) the Offer has not been declared unconditional as to acceptances by 42 days after the date of the Offer Document; (iii) the Offer lapses or is withdrawn or Bard Bidco makes an announcement to that effect; or (iv) prior to the Offer becoming unconditional in all respects, a third party announces a firm intention to make an offer for ClearStream on terms which represent at least a 10 per cent. premium to the value of the Offer.

6 Information on Bard and Bard Bidco

Bard

Bard is listed on the New York Stock Exchange and is a leading multinational developer, manufacturer and marketer of innovative, life-enhancing medical technologies in the fields of vascular, urology and oncology and surgical specialty products.

Bard markets its products and services worldwide to hospitals, individual health care professionals, extended care facilities, and alternate site facilities.

Bard pioneered the development of single-patient-use medical products for hospital procedures; today Bard is dedicated to pursuing technological innovations that offer superior clinical benefits while helping to reduce overall healthcare costs.

Outside the US, Europe and Japan are Bard's largest markets, while certain emerging markets in Asia and Latin America are Bard's fastest growing markets. Bard is based in New Jersey, US, with approximately 11,700 employees worldwide and business operations in 90 countries.

Bard Bidco

Bard Bidco is a newly incorporated Irish company established to make the Offer. It is a wholly-owned Irish subsidiary of Bard. Bard Bidco has not traded since its incorporation and has not entered into any material obligations other than in connection with the Offer, further details of which are described in this announcement.

7 Information on ClearStream

ClearStream is listed on the AIM market of the London Stock Exchange and develops, manufactures and sells proprietary products used in angioplasty, the opening up of occluded blood vessels by minimally invasive surgical techniques. ClearStream has developed into a profitable medical device company over the past five years, and its product portfolio encompasses several catheters which offer the interventionalist different diameters, sizes and types of balloon and stent for coronary and peripheral applications. From its origins as a contract (OEM) manufacturer, ClearStream has developed its own range of products and expanded its distribution network to become a global participant in the coronary and peripheral angioplasty markets.

ClearStream is based in Enniscorthy, Co. Wexford, Ireland, and has approximately 285 employees.

8 Current trading and prospects of ClearStream

As ClearStream announced in its trading update on 15 August 2011, the ClearStream Group enjoyed a strong finish to the year's trading, particularly in light of the continuing challenging economic conditions that have prevailed in many of the geographical and segmental markets which ClearStream serves. ClearStream generated revenues of approximately EUR20.6 million (2010: EUR15.1 million) in the year ended 31 July 2011, which revenues include sales to Bard under its current supply arrangements as well as revenues from certain recently completed R&D projects, with EBITDA of EUR2.1 million (2010: EUR1.1 million).

9 Management and employees

The Bard Group attaches great importance to the skills and experience of the existing management and employees of the ClearStream Group. Bard has no specific plans to make any changes at this time that would involve any material repercussions on overall employment, and Bard believes the prospects for growth should lead to increased employment opportunities over time. Bard has given assurances to ClearStream that the existing employment rights, including pension rights, of all employees of the ClearStream Group will be safeguarded. Bard has confirmed that it has no intention to change the main locations of ClearStream's places of business, and Bard expects to invest in and continue ClearStream's planned expansion of its existing pilot plant at Enniscorthy, Co. Wexford for new product research, development and medical device manufacturing.

Bard and ClearStream have agreed that, 30 days after the Offer becomes wholly unconditional, Andrew Jones will cease to be an employee of the ClearStream Group. Bard and Mr. Jones intend to enter into a consultancy agreement in respect of the period following termination of Mr. Jones's employment.

10 Financing the Transaction

The cash consideration of up to GBP43.8 million payable by Bard Bidco under the Offer is to be funded out of Bard's existing cash resources.

The Offer does not require Bard shareholder approval.

Barclays Capital, financial adviser to Bard and Bard Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the cash consideration payable to ClearStream Shareholders under the terms of the Offer.

11 ClearStream Share Options

Appropriate proposals will be made to holders of ClearStream Share Options in due course.

12 Expenses Reimbursement Agreement

ClearStream has entered into an expenses reimbursement agreement dated 20 September 2011 with Bard Bidco (the "Expenses Reimbursement Agreement"), the terms of which have been approved by the Panel. Under the Expenses Reimbursement Agreement, ClearStream has agreed to pay specific, quantifiable third party costs and expenses incurred by Bard Bidco in connection with the Offer (including vouched out of pocket expenses incurred by third party advisers to Bard Bidco) in the circumstances outlined below. The liability of ClearStream to pay these amounts is limited to a maximum amount equal to 1 per cent. of the total value of the entire issued share capital of ClearStream (excluding any ClearStream Shares held in treasury by ClearStream and ClearStream Shares held by Bard Bidco or any Associate of Bard Bidco) at the Offer Price per ClearStream Share. The circumstances in which such payment will be made are if:

-- the ClearStream Directors fail to make a unanimous and unqualified recommendation to the ClearStream Shareholders to accept the Offer, or withdraw, qualify or adversely modify that recommendation except where (i) the Offer Document is not posted within 10 days of this announcement; (ii) the Offer has not become or been declared unconditional as to acceptances by 42 days following the date of the Offer Document; or (iii) Bard Bidco announces that it will not proceed with the Offer or the Offer lapses or is withdrawn; or

-- the Offer is withdrawn or lapses in accordance with its terms and before such withdrawal or lapse an Alternative Announcement is made and is recommended by the Board of ClearStream to the ClearStream Shareholders and such Competing Proposal becomes or is declared unconditional in all respects, becomes effective or is otherwise completed.

For the purposes of the Expenses Reimbursement Agreement, an "Alternative Announcement" means an announcement of a Competing Proposal made after the date of the Expenses Reimbursement Agreement by ClearStream, any other member of the ClearStream Group or any third party which is not acting in concert with Bard Bidco. In this regard, a "Competing Proposal" means:

(a) an offer or possible offer (whether or not subject to preconditions) put forward by any person other than Bard Bidco (or any person acting in concert with Bard Bidco) in respect of, or for, the issued ordinary share capital of ClearStream;

(b) the acquisition, or possible acquisition, of the whole or any part of the assets or business of the ClearStream Group which is material in the context of the ClearStream Group; or

(c) any other proposal which would, if implemented, result in an acquisition of control of ClearStream (within the meaning of the Irish Takeover Panel Act, 1997);

in each case howsoever it is proposed that such offer, proposal or transaction be implemented.

finnCap, the independent financial adviser to the ClearStream Directors, has confirmed in writing to the Panel that, in the opinion of the ClearStream Directors and finnCap, in the context of the Offer, the Expenses Reimbursement Agreement is in the best interests of ClearStream and ClearStream Shareholders.

13 Implementation Agreement

ClearStream, Bard and Bard Bidco have also entered into an Implementation Agreement dated 20 September 2011 which, along with the Expenses Reimbursement Agreement, governs their relationship during the period until the Offer becomes effective, lapses or is withdrawn. Among other things, the parties have agreed to cooperate to implement the Offer and ClearStream has entered into certain undertakings concerning the conduct of its business and the provision of certain further information during that period.

The Implementation Agreement will terminate on the earliest to occur of:

(i) the date on which the Offer lapses, is withdrawn, is closed for acceptances without becoming or being declared wholly unconditional, or otherwise ceases to be capable of becoming effective;

(ii) the Unconditional Date, being the date on which Bard Bidco declares the Offer unconditional as to acceptances; and

(iii) 31 December 2011 (or such other date as the parties, with the consent of the Panel, may agree).

The Implementation Agreement may also be terminated by either Bard Bidco or ClearStream (unless such event has been caused by that party's breach) following the earlier to occur of:

(iv) a failure to satisfy any of the Conditions set out in Appendix 1 to this announcement that cannot be waived in accordance with the Conditions; and

(v) any of the Conditions becoming incapable of being satisfied and, where such Condition is capable of waiver, Bard Bidco having notified ClearStream that it will not waive such Condition.

Further details of the Implementation Agreement will be set out in the Offer Document.

14 Disclosure of interests in ClearStream

Save for the irrevocable undertakings referred to in paragraph 5 above and the arrangements contained in the Implementation Agreement, as at the date of this announcement, neither Bard nor Bard Bidco nor, so far as the Directors of Bard and the Directors of Bard Bidco are aware, any person acting in concert with either of them, has any interest in or right to subscribe for any relevant securities of ClearStream nor are they party to any short positions (whether conditional or absolute, and whether in the money or otherwise) relating to relevant securities of ClearStream, including any short positions under derivatives, agreements to sell or any delivery obligations or rights to require another person to take delivery. Neither Bard nor Bard Bidco nor, so far as the Directors of Bard and the Directors of Bard Bidco are aware, any person acting in concert with either of them, has borrowed or lent any relevant securities of ClearStream.

Neither Bard Bidco nor any person acting in concert with Bard Bidco has any arrangement in relation to ClearStream Shares, or any securities convertible or exchangeable into ClearStream Shares or options (including traded options) in respect of, or derivatives referenced to, ClearStream Shares. For these purposes, 'arrangement' includes an indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities which is, or may be, an inducement to deal or refrain from dealing in such securities.

15 Delisting, cancellation or trading, compulsory acquisition and re-registration

If the Offer becomes or is declared unconditional in all respects, and sufficient acceptances under the Offer are received, Bard intends to procure that ClearStream makes an application to cancel the listing of ClearStream Shares on AIM. Such de-listing would significantly reduce the liquidity and marketability of any ClearStream Shares that are not assented to the Offer at that time.

Upon the Offer becoming or being declared unconditional in all respects, and sufficient acceptances under the Offer having been received, Bard intends to exercise its rights pursuant to the provisions of section 204 of the Irish Companies Act to acquire compulsorily the remaining ClearStream Shares in respect of which the Offer has not been accepted on the same terms as the Offer.

It is anticipated that cancellation of listing on AIM will take effect no earlier than 20 Business Days after either (i) the date on which Bard Bidco has, by virtue of its shareholdings and acceptances of the Offer, acquired or agreed to acquire issued share capital carrying 75 per cent. of the voting rights attached to the ClearStream Shares or (ii) the first date of issue of compulsory acquisition notices by Bidco under the relevant section of the Irish Companies Act. Upon the occurrence of either of the events described above, Bard Bidco will make an announcement at the appropriate time confirming that the 20 Business Day notice period has commenced and the anticipated date of cancellation.

It is also intended that, following the Offer becoming or being declared unconditional, ClearStream will be re-registered as a private company under the relevant provisions of the Irish Companies (Amendment) Act 1983.

16 Overseas Shareholders

The availability of the Offer to persons not resident in Ireland, the United Kingdom or the United States may be affected by the laws of the relevant jurisdiction. Any persons who are subject to the laws of any jurisdiction other than Ireland, the United Kingdom or the United States should inform themselves about, and observe, any applicable requirements of that jurisdiction. Further details in relation to Overseas Shareholders will be contained in the Offer Document.

17 General

Further information on the terms and conditions to which the Offer will be subject are set out in Appendix 1 and will be set out in the Offer Document, which Bard intends to despatch to ClearStream Shareholders as soon as practicable. The Offer Document will include a letter of recommendation from the Chairman of ClearStream and a Form of Acceptance.

Appendix 2 of this announcement contains the sources and bases of certain information used in this announcement.

Appendix 3 sets out further details of irrevocable undertakings given in connection with the Offer.

Appendix 4 of this announcement contains definitions of certain terms used in this announcement.

18 Enquiries

For further information contact:

Bard Investor Relations Todd W. Garner Vice President, Investor Relations

Phone: [phone]

Media Relations: Scott T. Lowry Vice President and Treasurer

Phone: [phone]

Barclays Capital (financial adviser to Bard and Bidco) Derek Shakespeare

Phone: [phone]

ClearStream

Andrew Jones

Phone: [phone]

finnCap (financial adviser to ClearStream)

Marc Young

Charlotte Stranner

Phone: [phone]

Responsibility Statements

The Directors of ClearStream accept responsibility for the information contained in this announcement relating to ClearStream, the ClearStream Group, the Directors of ClearStream and members of their immediate families, related trusts and persons connected with them, and for the recommendation and related opinions of the Directors of ClearStream contained in this announcement. To the best of the knowledge and belief of the Directors of ClearStream (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Directors of Bard and Bidco accept responsibility for the information contained in this announcement other than that relating to ClearStream, the ClearStream Group, the Directors of ClearStream and members of their immediate families, related trusts and persons connected with them, and any recommendation and related opinions of the Directors of ClearStream. 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 for which they accept responsibility 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 clients of finnCap or for providing advice in relation to the Offer or any other matters referred to in this announcement or any transaction or arrangement referred to herein.

General

This announcement is for informational purposes and does not constitute an offer to sell or an invitation to purchase, sell, subscribe or exchange any securities or the solicitation of an offer to purchase, sell, subscribe or exchange any securities, pursuant to the Offer or otherwise. The Offer Document and Form of Acceptance will be made available to all ClearStream Shareholders at no cost to them. ClearStream Shareholders are advised to read the Offer Document and the accompanying Form of Acceptance when they are sent to them because they will contain important information.

The distribution of this announcement in jurisdictions other than Ireland may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than Ireland should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purpose of complying with Irish law and the Irish Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside Ireland.

Copies of this announcement and all other documents related to the announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction.

The availability of the Offer to persons not resident in Ireland may be affected by the laws of the relevant jurisdiction in which they are located. Persons who are not resident in Ireland should inform themselves of and observe any applicable requirements.

Each ClearStream Shareholder who is in any doubt as to the action to be taken should consult his independent professional adviser immediately.

This announcement is made pursuant to Rule 2.5 of the Irish Rules.

Pursuant to Rule 2.6(c) of the Irish Rules, this announcement will be made available to ClearStream's and Bard's employees.

Forward-Looking Statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of the ClearStream Group and the Bard Group and certain plans and objectives of the Boards of ClearStream and Bard. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", " expect", "estimate" , "intend", "plan", "goal", " believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the Boards of ClearStream and Bard in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. ClearStream and Bard assume no obligation to update or correct the information contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of ClearStream or Bard except where expressly stated.

Rule 8 - Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Irish 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 3.30 p.m. (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 Irish Rules.

Under the provisions of Rule 8.1 of the Irish 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, Rule 8 - Dealing Disclosure Requirements, are defined in the Irish 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].

APPENDIX 1 Conditions to Implementation of the Offer

The Offer will comply with the Irish Rules and, where relevant, the rules of AIM and will be subject to the terms and conditions set out in this announcement and to be set out in the Offer Document. The Offer will be governed by the laws of Ireland and will be subject to the exclusive jurisdiction of the courts of Ireland, which exclusivity shall not limit the right to seek provisional or protective relief in the courts of another country during or after any substantive proceedings have been instituted in Ireland, nor shall it limit the right to bring enforcement proceedings in another State on foot of an Irish judgment.

The Offer will be subject to the following conditions:

(a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (Dublin time) on the initial closing date (or such later time(s) and/or date(s) as Bidco may, with the consent of the Panel or in accordance with the Irish Rules, decide) in respect of not less than 80 per cent. (or such lower percentage as Bidco may decide) in nominal value of the ClearStream Shares Affected, provided that this condition shall in no event be satisfied unless Bidco shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) ClearStream Shares conferring in aggregate more than 50 per cent. of the voting rights then exercisable at a general meeting of ClearStream.

For the purposes of this condition:

(i) any ClearStream Shares which have been unconditionally allotted shall be deemed to carry the voting rights they will carry upon their being entered in the register of members of ClearStream; and

(ii) the expression ClearStream Shares Affected shall mean:

(A) ClearStream Shares which have been issued or unconditionally allotted on or before the date the Offer is made; and

(B) ClearStream Shares which have been issued or unconditionally allotted after that date but before the time at which the Offer closes, or such earlier date as Bidco may, subject to the Irish Rules, decide (not being earlier than the date on which the Offer becomes unconditional as to acceptances or, if later, the initial closing date);

but excluding any ClearStream Shares which, on the date the Offer is made, are held in the beneficial ownership of Bidco within the meaning of Section 204 of the Irish Companies Act;

(b) no national, federal, local or governmental commission, board, body, bureau, or other regulatory authority or agency, including courts and other judicial bodies, any competition, anti-trust or supervisory body or other governmental, regulatory agency or body or securities exchange, including any instrumentality or entity designed to act for or on behalf of any of the foregoing, in each case, having instituted or implemented any action, proceeding, investigation, enquiry, reference or suit or having made, enforced, enacted, issued or deemed applicable to the Offer any statute, regulation or order or having withheld any consent which would reasonably be expected to:

(i) make the Offer or the acquisition or the proposed acquisition of any shares in, or control of, ClearStream by any member of the Wider Bard Group void, unenforceable or illegal under the laws of any relevant jurisdiction or directly or indirectly prohibit or otherwise materially restrict or delay the implementation of, or impose material additional adverse conditions or obligations with respect thereto, or require amendment thereof, the Offer or the acquisition of any shares in, or control of, ClearStream by any member of the Wider Bard Group;

(ii) except where the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider ClearStream Group taken as a whole or the Wider Bard Group taken as a whole, (A) require, prevent or delay the divestiture (or alter the terms of any proposed divestiture) by the Wider Bard Group or the Wider ClearStream Group of all or any substantial part of their respective businesses, assets or properties (including, without limitation, the shares or securities of any other member of the ClearStream Group) or (B) impose any material limitation on their ability to conduct all or any part of their respective businesses and to own or control any of their respective assets or properties;

(iii) impose any material limitation or delay on the ability of Bidco to acquire, or to hold or to exercise effectively, directly or indirectly, all or any material rights of ownership of shares, ClearStream Shares, (or the equivalent) in, or to exercise voting or management control over, ClearStream or any subsidiary or subsidiary undertaking of ClearStream which is material in the context of the Wider ClearStream Group taken as a whole (each a 'Material Subsidiary') or on the ability of any member of the Wider ClearStream Group to hold or exercise effectively, directly or indirectly, rights of ownership of shares (or the equivalent) in, or to exercise rights of voting or management control over, any member of the Wider ClearStream Group;

(iv) except where the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider ClearStream Group taken as a whole, require any member of the Bard Group or any member of the Wider ClearStream Group to acquire or offer to acquire any shares or other securities (or the equivalent) in, or any interest owned by, any member of the Wider ClearStream Group owned by any third party;

(v) except where the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider ClearStream Group taken as a whole, cause any member of the Wider ClearStream Group to cease to be entitled to any authorisations, clearances, consents, grants, licences, permissions and approvals in Ireland used by it in the carrying on of its business; or

(vi) otherwise materially adversely affect the business, financial condition or results of operations of the Wider ClearStream Group taken as a whole;

for the purposes of this Appendix I, the effects referred to in the foregoing sub-paragraphs (i) through (vi) are referred to as a Restraint;

(c) Bidco or ClearStream (as applicable) having obtained from any board, body, bureau, or other regulatory authority or agency, including courts and other judicial bodies, or any Irish competition, anti-trust or supervisory body or other governmental, regulatory agency or body or securities exchange, including any instrumentality or entity designed to act for or on behalf of any of the foregoing (each a Governmental Authority) all Clearances required to be obtained or made by the Wider ClearStream Group or Bidco in connection with the Offer (except, in each case, for any Clearance or additional instrument that does not impose a Restraint on ClearStream or Bidco), it being understood that neither ClearStream nor Bidco shall be required to make any material payments, other than filing or other fees payable to a Governmental Authority for seeking the relevant Clearance, all such Clearances remaining in full force and effect, there being no notified intention to revoke or vary or not to renew the same at the time at which the Offer becomes otherwise unconditional;

(d) all applicable waiting periods during which any Governmental Authority could, in respect of the Offer or the proposed acquisition of any shares or other securities (or the equivalent) in, or control of, ClearStream or any member of the Wider ClearStream Group by Bidco, institute or implement any legal action, proceeding or suit under the laws of any jurisdiction which would be reasonably expected to have a material adverse effect (in value terms or otherwise) in the context of the Wider ClearStream Group taken as a whole), having expired, lapsed or been terminated;

(e) except as disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise, facility, lease or other instrument to which any member of the ClearStream Group is a party or by or to which any such member or any of its respective assets is bound, entitled or be subject and which, in consequence of the Offer would or would be reasonably expected to result (except where, in any of the following cases, the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider ClearStream Group taken as whole) in:

(i) any monies borrowed by, or any indebtedness or liability (actual or contingent) of, or any grant available to any member of the ClearStream Group becoming, or becoming capable of being declared, repayable immediately or prior to their or its stated maturity;

(ii) the creation or enforcement of any mortgage, charge or other security interest wherever existing or having arisen over the whole or any part of the business, property or assets of any member of the ClearStream Group or any such mortgage, charge or other security interest becoming enforceable;

(iii) any such arrangement, agreement, licence, permit, franchise, facility, lease or other instrument or the rights, liabilities, obligations or interests of any member of the ClearStream Group thereunder, or the business of any such members with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated or adversely modified or any adverse action being taken or any obligation or liability arising thereunder;

(iv) any assets or interests of, or any asset the use of which is enjoyed by, any member of the ClearStream Group being or falling to be disposed of or charged, or ceasing to be available to any member of the ClearStream Group or any right arising under which any such asset or interest would be required to be disposed of or charged or would cease to be available to any member of the ClearStream Group other than in the ordinary course of business;

(v) any Material Subsidiary ceasing to be able to carry on business; or

(vi) the creation of any liability or liabilities (actual or contingent) by any member of the ClearStream Group;

unless, if any such provision exists, such provision shall have been waived, modified or amended on terms reasonably satisfactory to Bidco;

(f) save as disclosed and/or save as publicly disclosed by ClearStream by the making of an announcement to the London Stock Exchange at any time up to 20 September 2011 (being the date of this announcement) or otherwise publicly disclosed in the interim results of the ClearStream Group for the period ended 31 July 2011, no member of the ClearStream Group having after the date of this announcement:

(i) except upon any grant or exercise of options pursuant to the ClearStream Share Options, issued or agreed to issue additional shares of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible or exchangeable securities save with the consent of Bidco and the Panel;

(ii) recommended, declared, paid or made or issued any bonus issue, dividend or other distribution other than bonus issues, dividends or other distributions lawfully paid or made by a wholly owned subsidiary of ClearStream to another member of the ClearStream Group;

(iii) save for intra-ClearStream Group transactions, made or authorised, proposed or announced any change in its loan capital (save in respect of loan capital which is not convertible into share capital and is not material (in value terms or otherwise) in the context of the ClearStream Group taken as a whole);

(iv) implemented, authorised, proposed or announced its intention to propose any merger, demerger, reconstruction, amalgamation, scheme or (except in the ordinary and usual course of trading) acquisition or disposal of (or of any interest in) assets or shares (or the equivalent thereof) in any undertaking or undertakings (except in any such case where the consequences of any such merger, demerger, reconstruction, amalgamation, scheme, acquisition or disposal would not be material (in value terms or otherwise) in the context of the ClearStream Group taken as a whole);

(v) except in the ordinary course of business or save as disclosed entered into or materially improved, or made any offer (which remains open for acceptance) to enter into or materially improve, the terms of any non-executive director (save as disclosed) or the terms of any employment contract with any director of ClearStream or any member of the ClearStream senior management team or permitted a variation in the terms or rules governing the ClearStream Share Options (save as disclosed);

(vi) issued any loan capital or debentures or (save as disclosed or in the ordinary course of business and save for intra-ClearStream Group transactions and except where the consequences thereof would not be material (in value terms or otherwise) in the context of the ClearStream Group, taken as a whole) incurred any indebtedness;

(vii) purchased, redeemed or repaid, or announced any offer to purchase, redeem or repay, any of its own shares or other securities (or the equivalent) or reduced or made any other change to any part of its share capital (except for any exercise of options pursuant to the ClearStream Share Options);

(viii) merged with any body corporate, partnership or business, or (except as disclosed or where the consequences thereof would not be material (in value terms or otherwise) in the context of the ClearStream Group, taken as a whole) acquired or disposed of, transferred any asset or mortgaged or encumbered any assets or any right, title or interest in any asset (including shares and trade investments) other than in the ordinary course of business;

(ix) (except in the ordinary course of business or where the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider ClearStream Group taken as a whole or save as disclosed) entered into or varied in any respect any contract, transaction, arrangement or commitment or announced its intention to enter into or vary in any respect any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or would be materially restrictive on the business of the Wider ClearStream Group taken as a whole;

(x) (except where the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider ClearStream Group taken as a whole) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased to carry on all or a substantial part of any business;

(xi) (except where the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider ClearStream Group taken as a whole) made or agreed to any significant change to the terms of the trust deeds (including the termination or partial termination of the trusts) constituting the pension schemes established for its Directors and/or employees and/or their dependants or to the benefits which accrue, or to the pensions which are payable thereunder, or to the basis on which qualification for or accrual or entitlement to such benefits or pensions are calculated or determined, or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to any change to the trustees involving the appointment of a trust corporation;

(xii) save in respect of a voluntary solvent liquidation of a member of the Wider ClearStream Group which was solvent and dormant at the relevant time or a member of the Wider ClearStream Group which is not a Material Subsidiary, taken any corporate action or (except where the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider ClearStream Group taken as a whole) had any legal proceedings instituted against it in respect of its winding-up, dissolution, examination or reorganisation or for the appointment of a receiver, examiner, administrator, administrative receiver, trustee or similar officer of all or any part of its assets or revenues, or (A) been the subject of any analogous proceedings in any jurisdiction, or (B) appointed any analogous person in any jurisdiction in which ClearStream or any Material Subsidiary shall be incorporated or carry on any business;

(xiii) entered into any agreement, contract or binding commitment or passed any resolution or made any offer or announcement with respect to, or to effect any of the transactions, matters or events set out in this condition (without prejudice to the exceptions to each paragraph with regard to materiality and other matters); or

(xiv) except in the case of amendments to the memoranda or articles of association of subsidiaries which are not material, amended its memorandum and articles of association (save as agreed with Bidco).

(g) save as disclosed and/or save as publicly disclosed by ClearStream by the making of an announcement to the London Stock Exchange at any time up to 20 September 2011 (being the date of this announcement), there not having arisen since the date of this announcement any adverse change or adverse deterioration in the business, financial condition or results of operations of the ClearStream Group taken as a whole (save to an extent which would not be material (in value terms or otherwise) in the context of the Wider ClearStream Group taken as a whole); and

(h) save as disclosed and/or save as publicly disclosed by ClearStream by the making of an announcement to the London Stock Exchange at any time up to 20 September 2011 (being the date of this announcement), Bidco not having discovered that any financial, business or other information concerning the ClearStream Group which is material in the context of the Wider ClearStream Group taken as a whole is materially misleading or contains a material misrepresentation of fact.

For the purposes of the conditions set out above:

(i) Clearances means all consents, clearances, permissions and waivers that need to be obtained, all applications and filings that need to be made and all waiting periods that may need to have expired, from or under the laws or regulations applied by any Governmental Authority in connection with the implementation of the Offer and, in each case, that constitute Conditions; and any reference to Conditions having been "satisfied" shall be construed as meaning that the foregoing have been obtained, or where appropriate, made or expired in accordance with the relevant Condition;

(ii) dataroom means the dataroom and due diligence procedure conducted by ClearStream at its office at Moyne Upper, Enniscorthy, Co. Wexford, Ireland and at the offices of WhitneyMoore Solicitors, Wilton Park House, Wilton Place, Dublin 2;

(iii) disclosed means fairly disclosed in writing by or on behalf of ClearStream to any member of the Bard Group or its respective employees, officers or professional advisers at any time in the period from 13 July 2011 up to 20 September 2011 (being the date of this announcement) and for the avoidance of doubt includes information fairly disclosed in writing in any documentation made available by ClearStream to Bard and its advisers for inspection in the dataroom;

(iv) intra-ClearStream Group transactions means transactions between two or more members of the ClearStream Group;

(v) substantial interest means an interest in 20 per cent. or more of the voting equity capital of an undertaking;

(vi) Wider Bard Group means the Bard Group, its associated undertakings and any entities in which any member of the Bard Group holds a substantial interest; and

(vii) Wider ClearStream Group means the ClearStream Group, its associated undertakings and any entities in which any member of the ClearStream Group holds a substantial interest.

Subject to the requirements of the Panel, Bidco reserves the right (but shall be under no obligation) to waive, in whole or in part, all or any of the conditions except for (a).

The Offer will lapse unless all the conditions set out above are fulfilled or (if capable of waiver) waived or where appropriate determined by Bidco in its reasonable opinion to have been or remain satisfied by midnight on the day which is 21 days after the later of the initial closing date and the date on which the Offer becomes or is declared unconditional as to acceptances (or such later date as Bidco may, with the consent of the Panel or in accordance with the Irish Rules, decide).

Bidco shall be under no obligation to waive or treat as fulfilled any of conditions set out at (b) to (h) inclusive by a date earlier than the date specified above for the satisfaction thereof notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

If Bidco is required to make an Offer for ClearStream Shares under the provisions of Rule 9 of the Irish Rules, Bidco may make such alterations to any of the above conditions as are necessary to comply with the provisions of that rule.

APPENDIX 2 Bases of Calculation and Sources of Information

(a) Unless otherwise stated, the financial information relating to the ClearStream Group is extracted from the audited consolidated financial statements of the ClearStream Group for the relevant financial year.

(b) The value attributed to the fully diluted ordinary share capital of ClearStream is based upon 50,293,845 Ordinary Shares in issue as at the date of this announcement, and no more than 1,177,210 options outstanding over Ordinary Shares at the date of this announcement in respect of which the exercise price is equal to or less than the Offer Price.

(c) Unless otherwise stated, all prices for Ordinary Shares have been derived from AIM and represent the Closing Prices on the relevant date.

APPENDIX 3 Details of Irrevocable Undertakings

The following holders of ClearStream Shares have given irrevocable undertakings to accept the Offer:

 
                               Number of ClearStream   % of ClearStream issued 
 Name                           Shares                  share capital 
----------------------------  ----------------------  ------------------------ 
 Andrew Jones                        2,152,167                  4.3% 
----------------------------  ----------------------  ------------------------ 
 Pauline Oakes                        286,630                   0.6% 
----------------------------  ----------------------  ------------------------ 
 Michael Love                        4,548,766                  9.0% 
----------------------------  ----------------------  ------------------------ 
 Gabrielle Gahan                     1,013,990                  2.0% 
----------------------------  ----------------------  ------------------------ 
 Legal and General 
  Investment Management              7,850,000                  15.6% 
----------------------------  ----------------------  ------------------------ 
 Henderson Global Investors          3,221,550                  6.4% 
----------------------------  ----------------------  ------------------------ 
 Williams de Broe                    2,403,117                  4.8% 
----------------------------  ----------------------  ------------------------ 
 ICC Equity Partners                 1,593,240                  3.2% 
----------------------------  ----------------------  ------------------------ 
 Royal Bank Ventures 
  Limited                            1,460,207                  2.9% 
----------------------------  ----------------------  ------------------------ 
 BlackRock                           4,660,000                  9.3% 
----------------------------  ----------------------  ------------------------ 
 Total                              29,189,667                  58.0% 
----------------------------  ----------------------  ------------------------ 
 

APPENDIX 4 Definitions

The following definitions apply throughout this announcement unless the context otherwise requires:

 
 Acquisition                          means the proposed acquisition of 
                                       the entire issued and to be issued 
                                       share capital of ClearStream by Bidco; 
 AIM                                  the market of that name operated by 
                                       the London Stock Exchange; 
 Barclays Capital                     Barclays Capital, the investment banking 
                                       division of Barclays Bank PLC; 
 Bard                                 C. R. Bard, Inc., with its principal 
                                       office at 730 Central Avenue, Murray 
                                       Hill, New Jersey 07974; 
 Bard Group                           Bard and its subsidiaries; 
 Bidco or Bard Bidco                  Hastings Investments Ireland Limited, 
                                       a company incorporated in Ireland 
                                       under certificate number 502450; 
 BlackRock                            BlackRock Investment Management (UK) 
                                       Limited; 
 Board or Directors                   the board of Directors of Bard, Bidco or 
                                      ClearStream (as the context requires), 
                                      in each case at the date of printing of 
                                      this document; 
 Business Day                         a day (excluding Saturdays, Sundays 
                                       and public holidays) on which banks 
                                       are open for business in Dublin, London 
                                       and New York; 
 ClearStream                          ClearStream Technologies Group plc; 
 ClearStream Group or Group           ClearStream and its subsidiary 
                                      undertakings and, where the context 
                                      permits, each of them; 
 ClearStream Optionholders            the holders of ClearStream Share 
                                      Options; 
 ClearStream Share Options            options to subscribe for ClearStream 
                                       Shares granted under ClearStream share 
                                       option schemes (including the share 
                                       option scheme approved by the Irish 
                                       Revenue Commissioners, as amended 
                                       on 16 September 2011); 
 ClearStream Shareholders             holders of ClearStream Shares; 
 ClearStream Share(s)                 the existing issued or unconditionally 
                                      allotted and fully paid (or credited as 
                                      fully paid) ordinary shares of EUR0.125 
                                      each in the capital of ClearStream and 
                                      any further such shares which are 
                                      unconditionally allotted or issued 
                                      before the date on which the Offer 
                                      closes (or such earlier date as Bard 
                                      Bidco may, with the Panel's consent and 
                                      subject to the Irish Rules, decide); 
 Closing Price                        the closing middle-market quotation 
                                       of a ClearStream Share as derived 
                                       from AIM on the relevant date; 
 Conditions                           the conditions of the Offer set out 
                                       in Appendix 1 and Condition means 
                                       any one of them; 
 EBITDA                               earnings before interest, tax, 
                                      depreciation and amortisation; 
 Euros, EUR or cents                  the lawful currency of the Republic 
                                       of Ireland; 
 Form of Acceptance                   the form of acceptance and authority 
                                       relating to the Offer to be despatched 
                                       to ClearStream Shareholders with the 
                                       Offer Document; 
 Implementation Agreement             the implementation agreement between 
                                       ClearStream, Bard and Bidco dated 
                                       20 September 2011; 
 Irish Companies Act                  the Companies Act 1963 (as amended); 
 Irish Rules                          the Irish Takeover Panel Act 1997, 
                                       Takeover Rules 2007 to 2008; 
 London Stock Exchange                London Stock Exchange plc; 
 Offer                                the offer to be made by Bard Bidco to 
                                      acquire the whole of the issued and to 
                                      be issued share capital of ClearStream 
                                      (other than ClearStream Shares in the 
                                      beneficial ownership of Bidco within the 
                                      meaning of Section 204 of the Irish 
                                      Companies Act) on the terms and subject 
                                      to the conditions to be set out in the 
                                      Offer Document and the Form of 
                                      Acceptance, including, where the context 
                                      so requires, any subsequent revision, 
                                      variation, extension or renewal of such 
                                      offer; 
 Offer Document                       the document to be despatched on behalf 
                                      of Bidco containing the terms and 
                                      conditions of the Offer and, where 
                                      appropriate, any other document(s) 
                                      containing the full terms and conditions 
                                      of the Offer; 
 Offer Period                         the period commencing on 20 September 
                                       2011 (the date of this announcement) 
                                       and ending on the initial closing 
                                       date (as defined in Appendix 1) or, 
                                       if later, the time at which the Offer 
                                       becomes unconditional as to acceptances 
                                       or lapses, whichever occurs first; 
 Offer Price                          the cash Offer price of 85 pence per 
                                       ClearStream Share; 
 Ordinary Shares                      ordinary shares of EUR0.125 each in 
                                       the capital of ClearStream; 
 Overseas Shareholders                means ClearStream Shareholders whose 
                                      registered addresses are outside 
                                      Ireland, the UK and the United States or 
                                      who are citizens or residents of 
                                      countries other than Ireland, the UK and 
                                      the United States; 
 Panel                                the Irish Takeover Panel; 
 pounds, GBP or pence                 the lawful currency of the United 
                                       Kingdom; 
 Restricted Jurisdiction              any jurisdiction where local laws or 
                                      regulations may result in a significant 
                                      risk of civil, regulatory or criminal 
                                      exposure if information is sent or made 
                                      available to ClearStream Shareholders in 
                                      that jurisdiction; 
 subsidiary and holding company       have the meanings given by Section 
                                       155 of the Irish Companies Act; and 
 subsidiary undertaking, associated   have the meanings given by the European 
  undertaking and undertaking          Communities (Companies: Group Accounts) 
                                       Regulations 1992. 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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