TOKYO, November 19 /PRNewswire/ -- Olympus Corporation today formally
announced that it intends to acquire all the ordinary shares of Gyrus Group
PLC (LSE: GYG), a medical equipment manufacturer headquartered in the
In accordance with the UK Takeover Panel, Olympus and Gyrus have
jointly announced the recommended cash acquisition of Gyrus by Olympus in
the London market.
Gyrus' board has recommended an offer of 630 pence per ordinary share,
which values the existing issued share capital of Gyrus at approximately
GBP935 million (Yen211.7 billion). Olympus believes that this offer is fair
and reasonable and reflects the due diligence and other procedures whereby
the company comprehensively assessed Gyrus' assets, operations and
Gyrus is a leader in radio-frequency devices and energy-based
technologies for minimally invasive surgical systems. The acquisition will
generate strong synergies while creating a medical systems business with
revenue of approximately Yen360 billion (see note 1) that solidifies
Olympus' capabilities in minimally invasive products.
"The operations of Gyrus' and Olympus' medical systems are highly
complementary. I am confident that this planned partnership will generate
significant synergies and opportunities for both firms. The combination of
technological capabilities will further enhance product systems, which I
expect will enable surgeons and their staffs to ultimately perform safer
and more effective surgical procedures with better patient outcomes,"
commented Tsuyoshi Kikukawa, President of Olympus.
The global medical equipment market continues to expand, particularly
for minimally invasive systems that reduce pain and discomfort from
surgery, due to aging populations in Japan and other advanced nations and
improving standards of medical care are in developing countries. These
systems offer cost benefits for providers and patients and could play a
significant role in limiting medical costs.
In May 2006, Olympus launched a corporate strategic plan to optimize
corporate value. One goal of this three-year initiative is to build a
platform for even higher growth and earnings from the company's Medical
Olympus aims to draw on Gyrus' capabilities to accelerate development
and commercialization of energy-based technology equipment. Olympus
believes an expanded position in medical systems will enable the company to
reinforce its reputation for highly reliable and efficient patient care
2. Key Benefits
(1) Significant synergies
The transaction will create significant synergies that will assist
Olympus to broaden its lineup in order to meet growing demand for minimally
invasive medical systems as well as contribute to patient wellbeing.
(2) Global sales network expansion
Olympus expects to expand its worldwide marketing network, particularly
in urological and gynecological systems, in which Gyrus has an established
presence in the U.S. market.
(3) Share best practices & realize synergies
Both companies would work together to share best practices developed
independently. Olympus and Gyrus plan to achieve synergies in areas such as
sales channels and procurement that would help to enhance revenue and
3. Transaction Process
The transaction will be in the form of a scheme of arrangement under
U.K. law. This is a common procedure for completing friendly acquisitions
that is subject to board consent, clearance from competition authorities,
approval at a general meeting of shareholders and judicial consent.
For the transaction to be completed, a shareholder resolution would be
required to be approved by a majority in number of those shareholders
present and voting who represent at least 75% in value of the votes cast at
that meeting. Olympus UK Acquisitions Limited, a new wholly owned
acquisition subsidiary of Olympus, would acquire 100% of the ordinary
shares of Gyrus.
The transaction is expected to close by the Scheme becoming effective
in the first half of 2008.
4. Purchase Funding
Olympus would fund the acquisition through a combination of its
existing cash holdings and a new debt facility.
5. Impact on Business Results
Olympus will disclose in a timely manner details of the impact of this
transaction on its consolidated and nonconsolidated operating results for
its current fiscal year ending March 31, 2008.
This announcement, including information included or incorporated by
reference in this announcement, may contain "forward-looking statements"
concerning Olympus and Gyrus. Generally, the words "will", "may", "should",
"continue", "believes", "expects", "intends", "anticipates" or similar
expressions identify forward-looking statements. The forward-looking
statements involve risks and uncertainties that could cause actual results
to differ materially from those expressed in the forward-looking
statements. Many of these risks and uncertainties relate to factors that
are beyond the companies' abilities to control or estimate precisely, such
as future market conditions and the behaviours of other market
participants, and therefore undue reliance should not be placed on such
statements. Olympus and Gyrus assume no obligation and do not intend to
update these forward-looking statements, except as required pursuant to
Gyrus Group Profile
NAME: Gyrus Group PLC
Location: Berkshire, United Kingdom
Listing: Listed on London Stock Exchange in 1997
Year-end: December 31
Paid-in capital: GBP2,792 thousand (as of December 31, 2006)
Issued and outstanding
shares: 148,470,051 million (November 16, 2007)
Consolidated net sales GBP213,342 thousand (year to 31 December
Consolidated total assets: GBP460,622 thousand (as of December 31,
Senior management team:
Chairman: Brian Steer
Chief Executive Officer: Roy Davis
Other directors: 7 (for a total of 9)
Employees: 1,434 (average for year to 31 December 2006)
Recent Consolidated Operating Results
Year to 31 December Year to 31 December
Revenue GBP150,376 thousand GBP213,342 thousand
Operating profit GBP10,418 thousand GBP19,145 thousand
Profit for the year GBP6,276 thousand GBP13,193 thousand
Total assets GBP516,288 thousand GBP460,622 thousand
Net assets GBP301,505 thousand GBP286,833 thousand
Olympus' mission is to create new value in the medical, imaging, life
science and industrial fields with its core competence "Opto-digital
Technology" as the driving force. As a global company with a network of
operations throughout the world, Olympus continually pursues innovation to
maximize value for all stakeholders.
FOR US media inquiries:
Senior Vice President
Ogilvy Public Relations Worldwide
FOR Japan media inquiries:
Public Relations and Investor Relations
(1) Note: The data is a simple combination of the business results for
Olympus in the year ended March 31, 2007, and for Gyrus in the year ended
December 31, 2006, without adjustments for different accounting standards
in Japan and the United Kingdom. The materials in this document use an
exchange rate of GBP1 = Yen226.32 (as of November 16, 2007).