TIDMCTN
RNS Number : 6726O
ClearStream Technologies Group PLC
21 September 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
21 September 2011
HASTINGS INVESTMENTS IRELAND LIMITED,
A WHOLLY-OWNED SUBSIDIARY OF C. R. BARD, INC.
RECOMMENDED CASH OFFER FOR CLEARSTREAM TECHNOLOGIES GROUP
plc
Further to the announcement made on 20 September 2011, C. R.
Bard, Inc. ("Bard") and Hastings Investments Ireland Limited ("Bard
Bidco") are pleased to announce that the Offer Document containing
the full terms and conditions of Bard Bidco's recommended cash
offer for ClearStream Technologies Group plc ("ClearStream") was
posted to ClearStream shareholders yesterday, Tuesday 20 September
2011, together with the related Form of Acceptance.
The first closing date of the Offer is 11 October 2011. To
accept the Offer, the Form of Acceptance should be completed,
signed and returned in accordance with the procedure set out in the
Offer Document as soon as possible and in any event so as to be
received by no later than 1.00 p.m. (Dublin time) on 11 October
2011.
Copies of the Offer Document and the Form of Acceptance will be
available for inspection at the offices of McCann FitzGerald,
Riverside One, Sir John Rogerson's Quay, Dublin 2 and Whitney
Moore, Wilton Park House, Dublin 2 during usual business hours on
any week day (Saturdays, Sundays and public holidays excepted)
while the Offer remains open for acceptance. A copy is also
available on the website of ClearStream at www.clearstream.ie
Definitions used in the Rule 2.5 Announcement dated 20 September
2011 have the same meaning when used in this announcement, unless
the context requires otherwise.
Enquiries:
finnCap Tel: +44 (0) 20 7600
1658
Financial adviser to ClearStream
Marc Young
Charlotte Stranner
Responsibility
The directors of ClearStream accept responsibility for the
information 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.
Financial Advisers
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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