Covidien, Ltd. (NYSE: COV)



Covidien, Ltd. (NYSE: COV) recommended cash offer to acquire Tissue Science Laboratories plc (AIM:TSL) from Archangel Informal Investments Limited, The Vertical Group and other shareholders for £35.99 million on March 12, 2008. The offer per share is £1.04. The offer per share represents a premium of approximately 88.2% over the closing price of £0.55 on March 11, 2008 and a premium of approximately 71.8% over the average closing price of £0.60 over the
six months prior to the date of this announcement. The Tissue Science Laboratories Directors consider the terms of the offer to be fair and reasonable will unanimously recommend to accept the offer. Covidien has received in aggregate irrevocable undertakings from Directors and shareholders representing 63.3% of the existing issued share capital. Assuming a second calendar quarter of 2008 closing, Covidien expects this transaction to dilute fiscal 2008 earnings by less than $0.03 per share. Tim Metcalfe and Sanjiv Pandya of Hanson Westhouse LLP and Lynn Drummond of N M Rothschild & Sons Limited acted as financial advisors for Covidien. Juliet Thompson and Phil Walker of Nomura Code Securities Limited acted as financial advisors for Tissue Science. Melanie Toyne-Sewell and Sarah Richardson of Hogarth Partnership Ltd. acted as PR advisors for Tissue Science.