WHM Whatman

RNS Number:8229Q
Whatman PLC
26 March 2008

Not for release, publication or distribution, in whole or in part, in, into or 
from any jurisdiction where to do so would constitute a violation of the relevant 
laws or regulations of such jurisdiction.


RECOMMENDED ACQUISITION OF WHATMAN PLC BY GE HEALTHCARE LIFE SCIENCES LTD - 
RESULTS OF COURT MEETING AND GENERAL MEETING

On 4 February 2008, the boards of directors of GE Healthcare Life Sciences and 
Whatman  announced that they had reached agreement on the terms of a recommended 
cash acquisition of the entire issued and to be issued share capital of Whatman 
by GE Healthcare Life Sciences, to be effected by means of a Court-sanctioned 
scheme of arrangement under section 425 of the Companies Act 1985.

The board of Whatman is pleased to announce that the Court Meeting and the 
General Meeting convened in relation to the proposed transaction, which were held 
earlier today, have both concluded successfully. All resolutions proposed, as 
set out in the notices of each meeting included in the Scheme Document dated 
19 February 2008, received the necessary majorities and were accordingly 
approved. A summary of the voting results is set out below.

Unless the context otherwise requires, terms defined in the announcement dated 
4 February 2008 have the same meaning in this announcement.

Voting results of Court Meeting

The vote was conducted by way of a poll and the results were as follows:

Number of Scheme Shareholders casting votes:

          FOR     415                     AGAINST        37

Number of votes cast by the Scheme Shareholders:

          FOR     72,977,706 (99.47%)     AGAINST        386,759 (0.53%)

Voting results of General Meeting

The special resolution to approve certain steps to give effect to the Scheme was 
duly passed on a show of hands. The proxy votes cast were as follows:

          FOR     68,232,887 (98.53%)     AGAINST       411,184 (0.59%)
                       ABSTAINED    610,255(0.88%)

Completion of the Acquisition remains subject to the satisfaction of or, if 
appropriate, waiver of the remaining conditions to the Acquisition set out in 
the Scheme Document, which include, among other things, the sanction of the 
Scheme, the confirmation of the Reduction of Capital pursuant to the Scheme by 
the Court and receipt of certain anti-trust clearances. The expected timetable 
for the effective date of the Scheme remains as set out in the Scheme Document, 
namely 25 April 2008.

Copies of the resolutions passed at the Court Meeting and the General Meeting 
have been submitted to the UK Listing Authority and will shortly be available 
for inspection by the public during normal business hours on any weekday (except 
public holidays) at the UK Listing Authority's Document Viewing Facility, which 
is situated at: The Financial Services Authority, 25 The North Colonnade, Canary 
Wharf, London E14 5HS.

Copies of the Scheme Document are available for inspection at Freshfields 
Bruckhaus Deringer, 65 Fleet Street, London EC4Y 1HS or at the UK Listing 
Authority's Document Viewing Facility.



Enquiries

Whatman plc                                       + 44 162 267 6670
Kieran Murphy, Chief Executive Officer 
Chris Rickard, Finance Director

Goldman Sachs International                       + 44 20 7774 1000
Mark Sorrell, Nimesh Khiroya

Numis Securities Limited                          + 44 20 7260 1000
Michael Meade, Christopher Wilkinson

Financial Dynamics                                + 44 20 7831 3113
David Yates


The directors of Whatman accept responsibility for the information contained in 
this announcement. To the best of the knowledge and belief of the directors of 
Whatman (who have taken all reasonable care to ensure that such is the case), the 
information contained in this announcement is in accordance with the facts and 
does not omit anything likely to affect the import of such information.

Goldman Sachs International, which is authorised and regulated in the UK by the 
FSA, is acting exclusively for Whatman and no-one else in connection with the 
proposed acquisition and will not be responsible to anyone other than Whatman for 
providing the protections afforded to clients of Goldman Sachs International nor 
for providing advice in relation to the proposed acquisition or any other matters 
referred to in this announcement.

Numis Securities Limited, which is authorised and regulated in the UK by the FSA, 
is acting exclusively for Whatman as the independent financial adviser to Whatman 
for the purposes of providing independent advice to the directors of Whatman on 
the proposed acquisition under Rule 3 of the City Code and no-one else in 
connection with the proposed acquisition and will not be responsible to anyone 
other than Whatman for providing the protections afforded to clients of
Numis Securities Limited nor for providing advice in relation to the proposed 
acquisition or any other matters referred to in this announcement.


Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the 
"Code"), if any person is, or becomes, "interested" (directly or indirectly) in 
1%or more of any class of "relevant securities" of Whatman, all "dealings" in 
any "relevant securities" of that company (including by means of an option in 
respect of, or a derivative referenced to, any such "relevant securities")
must be publicly disclosed by no later than 3.30 pm (London time) on the London 
business day following the date of the relevant transaction. This requirement 
will continue until the date on which any offer becomes, or is declared, 
unconditional as to acceptances (or, if implemented by a scheme of arrangement, 
such scheme becomes effective), lapses or is otherwise withdrawn or on which the 
"offer period" otherwise ends. If two or more persons act together pursuant to an
agreement or understanding, whether formal or informal, to acquire an "interest" 
in "relevant securities" of Whatman, they will be deemed to be a single person 
for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all 
"dealings" in "relevant securities" of Whatman by GE Healthcare Life Sciences or 
Whatman, or by any of their respective "associates", must be disclosed by no 
later than 12.00 noon (London time) on the London business day following the date 
of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "
dealings" should be disclosed, and the number of such securities in issue, can 
be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of securities. 
In particular, a person will be treated as having an "interest" by virtue of the 
ownership or control of securities, or by virtue of any option in respect of, or 
derivative referenced to, securities.

Terms in quotation marks within this section are defined in the Code, which can 
also be found on the Panel's website. If you are in any doubt as to whether or 
not you are required to disclose a "dealing" under Rule 8, you should consult 
the Panel.



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

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