Olympus Corporation and Gyrus Group PLC Agree to Commence Acquisition Process

Nov 19, 2007, 00:00 ET from Olympus

    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
 United Kingdom.
     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
 potential synergies.
     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.
     1. Background
     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
 Systems Business.
     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
 applicable law.
     Gyrus Group Profile
     NAME:                        Gyrus Group PLC
     Location:                    Berkshire, United Kingdom
     Establishment:               1989
     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
                                 2005                   2006
     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:
     Thomas Smith
     Senior Vice President
     Ogilvy Public Relations Worldwide
     Office: +1-212-880-5269
     FOR Japan media inquiries:
     Kenichi Yano
     General Manager
     Public Relations and Investor Relations
     Olympus Corporation
     Office: +81-(0)3-3340-2111
     (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).

SOURCE Olympus