GYG Gyg Plc

RNS Number:4462L
Gyrus Group PLC
09 January 2008

 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


9 January 2008


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") (the "Acquisition")

           RESULTS OF COURT MEETING AND EXTRAORDINARY GENERAL MEETING

Court Meeting and Extraordinary General Meeting

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 entire
issued and to be issued ordinary share capital of Gyrus by Olympus UK
Acquisitions (a wholly-owned subsidiary of Olympus), to be effected by way of a
scheme of arrangement under section 425 of the Companies Act 1985.

Under the terms of the Acquisition, Gyrus Shareholders will receive 630 pence
per Gyrus Share, subject to any valid elections that they make under the Loan
Note Alternative.

On 17 December 2007, Gyrus despatched to Gyrus Shareholders a circular
containing the terms of the Acquisition (the "Scheme Document").

The Board of Gyrus is pleased to announce that at the Meetings held earlier
today, all of the resolutions approving the Scheme and the Acquisition were
passed.

At the Court Meeting to approve the Scheme, the resolution approving the Scheme
was passed by the requisite majorities on a poll. The voting of those Gyrus
Shareholders who cast votes either in person or by proxy at the Court Meeting
was as follows:

                                        For            % of total               Against            % of total
Number of votes                  78,704,628                 99.99                  3232                  0.01
Number of voters                        391                 99.24                     3                  0.76


The shares voted for and against the resolution represent 52.9% of the issued
ordinary share capital of the Company.

In addition, at the EGM also held today, the special resolution to approve the
Scheme, the related reduction of capital, the amendments to the Company's
articles of association and certain other related arrangements were also passed
by the requisite majorities on a show of hands. The following levels of proxy
appointments and associated voting instructions were received prior to the
meeting:

Proxy votes for the resolution       Proxy votes against the resolution   Votes withheld
70,721,524                           1,270                                200,560


Any proxy appointments which gave discretion to the Chairman have been included
in the "for" total.

Expected timetable

Completion of the Acquisition remains subject to the satisfaction or waiver of
the Conditions set out in the Scheme Document including, inter alia, the
sanction of the Scheme by the Court.  The Court Hearing to sanction the Scheme
is expected to take place on 29 January 2008 and the Court Hearing to confirm
the Reduction of Capital is expected to take place on 31 January 2008.  It is
expected that the last day for dealings in Gyrus Shares will be 30 January 2008
and that the Scheme will become effective on 1 February 2008.  As soon as
practicable after the Effective Date and, in any event, no later than fourteen
days from the Effective Date, Scheme Shareholders will receive the consideration
due under the Scheme.

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 1189 219 750
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
David Yates

Copies of the resolutions passed at the Court Meeting and the General Meeting
will shortly be available for inspection at the offices of Allen & Overy LLP,
One Bishops Square, London E1 6AO during usual business hours.

Words and expressions defined in the Scheme Document dated 17 December 2007 have
the same meanings in this announcement.

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
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