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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: +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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