Nomura Code advises Tissue Science Laboratories on cash offer

 

The Boards of Covidien and Tissue Science Laboratories are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Covidien UK Holding to acquire the entire issued and to be issued ordinary share capital of Tissue Science Laboratories. The Tissue Science Laboratories Directors will unanimously recommend Tissue Science Laboratories Shareholders to accept the Offer.

The Offer will be made on the basis of 103.5 pence in cash for each Tissue Science Laboratories Share and values the entire issued and to be issued ordinary share capital of Tissue Science Laboratories at approximately £38.0 million. The Offer Price represents:

• a premium of approximately 88.2 per cent. over the Closing Price of 55.0 pence per Tissue Science Laboratories Share on 11 March 2008, being the last Business Day prior to the date of this announcement; and
• a premium of approximately 71.8 per cent. over the average Closing Price of approximately 60.2 pence per Tissue Science Laboratories Share over the six months prior to the date of this announcement.

The Tissue Science Laboratories Directors, who have been so advised by Nomura Code, consider the terms of the Offer to be fair and reasonable. In providing advice on the Offer to the Tissue Science Laboratories Directors, Nomura Code has taken into account the commercial assessments of the Tissue Science Laboratories Directors.

Accordingly, the Tissue Science Laboratories Directors will unanimously recommend Tissue Science Laboratories Shareholders to accept the Offer.

Those Tissue Science Laboratories Directors, together with certain persons connected with them, who are interested in Tissue Science Laboratories Shares have given irrevocable undertakings to Covidien UK Holding to accept the Offer in respect of, in aggregate, 8,030,932 Tissue Science Laboratories Shares representing approximately 23.2 per cent. of the existing issued ordinary share capital of Tissue Science Laboratories, and in relation to any further Tissue Science Laboratories Shares issued to them, including Tissue Science Laboratories Shares issued pursuant to the exercise of options over Tissue Science Laboratories Shares. These irrevocable undertakings remain binding in the event of a competing offer being made for the entire issued and to be issued ordinary share capital of Tissue Science Laboratories.

In addition, Covidien UK Holding has also received, from certain other Tissue Science Laboratories Shareholders, irrevocable undertakings and letters of intent to accept the Offer in respect of a total of 13,880,534 Tissue Science Laboratories Shares, representing approximately 40.1 per cent. of the existing issued ordinary share capital of Tissue Science Laboratories. Therefore, Covidien UK Holding has secured, in aggregate, irrevocable undertakings and letters of intent in respect of 21,911,466 Tissue Science Laboratories Shares representing approximately 63.3 per cent. of the existing issued share capital of Tissue Science Laboratories. Further details of these irrevocable undertakings and letters of intent are set out in Appendix III to this announcement.

Commenting on the Offer, Scott Flora, President, Surgical Devices, of Covidien said:
"The acquisition of Tissue Science Laboratories will provide Covidien with a leading tissue repair technology and accelerate our entry into the rapidly growing biologic hernia repair market. The Permacol® product will complement our current soft tissue product offerings and will allow us to offer a full line of differentiated hernia repair products designed to improve patient outcomes."

Commenting on the Offer, Patrick Paul, Chairman of Tissue Science Laboratories, said:
“Having successfully established Permacol® as a class-leading material in the rapidly developing biologic implant market, we are delighted to have now found a company in Covidien which shares our vision for the future potential of our technology platform. We believe that the Offer represents both excellent value for shareholders and an outstanding opportunity for our employees and stakeholders.”

Rothschild is acting as financial adviser to Covidien UK Holding and Covidien. Nomura Code is acting as financial adviser to Tissue Science Laboratories.

Enquiries:

Covidien Ltd
Eric Kraus	+1 508 261 8305
Senior Vice President, Corporate Communications	eric.kraus@covidien.com
Coleman Lannum, CFA	+1 508 452 4343
Vice President, Investor Relations	cole.lannum@covidien.com
Bruce Farmer	+1 508 452 4372
Director, Financial Communications	bruce.farmer@covidien.com
Wayde McMillan	+1 508 452 4387
Director, Investor Relations	wayde.mcmillan@covidien.com
Rothschild (Financial Adviser to Covidien UK Holding and Covidien)
Lynn Drummond	0207 280 5000
Hanson Westhouse (Broker to Covidien UK Holding)
Tim Metcalfe, Sanjiv Pandya	0207 601 6100
Tissue Science Laboratories plc
Martin Hunt, Chief Executive	01252 369603
David Jennings, Finance Director	01252 369603
Nomura Code (Financial Adviser to Tissue Science Laboratories)
Juliet Thompson	0207 776 1200
Phil Walker	0207 776 1200
Hogarth Partnership (PR Adviser to Tissue Science Laboratories)
Melanie Toyne-Sewell	0207 357 9477
Sarah Richardson	0207 357 9477