Form 8.3 - STERIS CORP

NEW YORK--()--

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Identity of the person whose positions/dealings are being disclosed:   Water Island Capital, LLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient

  N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

  STERIS Corp
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:    
(e) Date position held/dealing undertaken:   3 August 2015 (In addition Water Island dealt on previous dates during the offer period as attached at the end of this form)
(f) Has the discloser previously disclosed, or are they today disclosing, under the Code in respect of any other party to this offer?  

YES

If YES, specify which:

Synergy Health PLC

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security:   Ordinary

 

  Interests   Short positions
  Number   %   Number   %
(1) Relevant securities owned and/or controlled:           319,908   0.53
(2) Derivatives (other than options):                
(3) Options and agreements to purchase/sell:   171,000   0.29        

TOTAL:

  171,000   0.29   319,908   0.53

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b) Rights to subscribe for new securities (including directors’ and other executive options)

Class of relevant security in relation to which subscription right exists:  
Details, including nature of the rights concerned and relevant percentages:  

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

(a) Purchases and sales

Class of relevant security   Purchase/sale   Number of securities   Price per unit
Ordinary   Purchase   10,000   68.8103

(b) Derivatives transactions (other than options)

Class of relevant security   Product description

e.g. CFD

  Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

  Number of reference securities   Price per unit

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Class of relevant security   Product description e.g. call option   Writing, purchasing, selling, varying etc.   Number of securities to which option relates   Exercise price per unit   Type

e.g. American, European etc.

  Expiry date   Option money paid/ received per unit

(ii) Exercising

Class of relevant security   Product description

e.g. call option

  Number of securities   Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security   Nature of dealing

e.g. subscription, conversion

  Details   Price per unit (if applicable)

The currency of all prices and other monetary amounts should be stated.

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

If there are no such agreements, arrangements or understandings, state “none”

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state “none”

None

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?   Yes
Date of disclosure:   4 August 2015
Contact name:   Enrique Caceres
Telephone number:   646-727-4451

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

Date Class of relevant security   Purchase/sale   Number of securities   Price per unit
13/7/15 Ordinary   Purchase   5,000   67.274
14/7/15 Ordinary   Purchase   5,000   67.8425
15/7/15 Ordinary   Purchase   5,000   67.7902
16/7/15 Ordinary   Purchase   5,000   68.2171
17/7/15 Ordinary   Purchase   5,000   68.067
20/7/15 Ordinary   Purchase   5,000   68.5773
21/7/15 Ordinary   Purchase   3,000   68.644
22/7/15 Ordinary   Purchase   5,000   69.3461
23/7/15 Ordinary   Purchase   5,000   69.0972
24/7/15 Ordinary   Purchase   5,000   68.1754
27/7/15 Ordinary   Purchase   5,000   67.8728
28/7/15 Ordinary   Purchase   5,000   68.0573
Date Class of relevant security   Product description e.g. call option   Writing, purchasing, selling, varying etc.   Number of securities to which option relates   Exercise price per unit   Type

e.g. American, European etc.

  Expiry date   Option money paid/ received per unit
10/7/15 Ordinary   Put   Writing   30,000   65   American   18/9/15   2.2538
10/7/15 Ordinary   Call   Purchasing   30,000   70   American   18/9/15   1.5038
13/7/15 Ordinary   Put   Writing   40,000   65   American   18/9/15   1.404
13/7/15 Ordinary   Call   Purchasing   40,000   70   American   18/9/15   1.1475
15/7/15 Ordinary   Put   Writing   5,000   65   American   18/9/15   1.42
15/7/15 Ordinary   Call   Purchasing   5,000   70   American   18/9/15   1.42
16/7/15 Ordinary   Put   Writing   10,000   65   American   18/9/15   1.67
16/7/15 Ordinary   Call   Purchasing   10,000   70   American   18/9/15   1.67
28/7/15 Ordinary   Put   Writing   500   65   American   18/9/15   1.29
28/7/15 Ordinary   Call   Purchasing   500   70   American   18/9/15   1.29

Short Name: WIC
Category Code: RET
Sequence Number: 478024
Time of Receipt (offset from UTC): 20150804T151131+0100

Contacts

Water Island Capital, LLC

Contacts

Water Island Capital, LLC