GYG Gyg Plc

RNS Number:1250K
Gyrus Group PLC
17 December 2007

 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
 FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE
                       RELEVANT LAWS OF SUCH JURISDICTION



17 December 2007



For immediate release



                        RECOMMENDED CASH ACQUISITION OF
                           GYRUS GROUP PLC ("GYRUS")

                                       BY

 OLYMPUS UK ACQUISITIONS LIMITED ("OLYMPUS UK   ACQUISITIONS"), a wholly-owned
                 subsidiary of OLYMPUS CORPORATION ("OLYMPUS")



                           POSTING OF SCHEME DOCUMENT



On 19 November 2007, the boards of Gyrus and Olympus announced that they had
reached agreement on the terms of a recommended cash acquisition of the issued
and to be issued ordinary share capital of Gyrus by Olympus UK Acquisitions (a
wholly-owned subsidiary of Olympus).  The Acquisition is to be effected by means
of a scheme of a scheme of arrangement under section 425 of the Companies Act
1985, which requires the approval of Scheme Shareholders, the sanction of the
Scheme by the Court and the confirmation by the Court of the Reduction of
Capital.



Gyrus and Olympus announce that Gyrus has today posted to Gyrus Shareholders the
Scheme Document relating to the Acquisition.



The Court Meeting and the Extraordinary General Meeting of Gyrus Shareholders to
approve the Scheme will be held on 9 January 2008.  Copies of the Scheme
Document have also been submitted to the UK Listing Authority and will shortly
be available for inspection at the UK Listing Authority's document viewing
facility, which is situated at:



Document Disclosure Team

The Financial Services Authority

25 The North Colonnade

Canary Wharf

London E14 5HS



Terms defined in the Announcement of the Acquisition issued by Gyrus and Olympus
on 19 November 2007 have the same meaning in this announcement.



Enquiries:


Perella Weinberg (financial adviser to Olympus)                +44 20 7268 2800
Philip Yates
Graham Davidson

Ogilvy Public Relations Worldwide (PR adviser to Olympus)      +44 20 7309 1000
Kerrin Roberts
Ben Lock

Gyrus                                                          +44 11 8921 9750
Brian Steer, Chairman
Roy Davis, Chief Executive Officer
Simon Shaw, Chief Financial Officer

Bear Stearns (financial adviser to Gyrus)                      +44 20 7516 6000
Paul Abecassis
Stuart Rankine

Morgan Stanley (financial adviser and corporate broker 
to Gyrus)                                                      +44 20 7425 5000
Peter Moorhouse
Laura Howard
Henry Stewart
Edward Knight

Financial Dynamics (PR adviser to Gyrus)                       +44 20 7831 3113
Ben Atwell



This announcement is not intended to and does not constitute an offer to sell or
invitation to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition will be made solely through the Scheme Document,
which contains the full terms and conditions of the Acquisition, including
details of how to vote in respect of the Acquisition. Any acceptance or other
response to the Acquisition should be made only on the basis of the information
in the Scheme Document. Gyrus Shareholders are advised to read the formal
documentation for the Acquisition carefully.



Perella Weinberg Partners UK LLP, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Olympus and Olympus UK Acquisitions and no-one else in connection with the
Acquisition and will not be responsible to anyone other than Olympus and Olympus
UK Acquisitions for providing the protections afforded to the clients of Perella
Weinberg or for providing advice in relation to the Acquisition.



Bear, Stearns International Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting solely for Gyrus
in connection with the Acquisition and no-one else and will not be responsible
to anyone other than Gyrus for providing the protections afforded to clients of
Bear Stearns or for providing advice in relation to the Acquisition or any of
the matters referred to in this announcement.



Morgan Stanley & Co. Limited is acting solely for Gyrus in connection with the
Acquisition and no-one else and will not be responsible to anyone other than
Gyrus for providing the protections afforded to clients of Morgan Stanley or for
providing advice in relation to the Acquisition or any of the matters referred
to in this announcement.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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