Offer for Andor Technology plc

RNS Number : 2043V

Oxford Instruments PLC

10 December 2013

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

10 December 2013

For immediate release

RECOMMENDED CASH OFFER

FOR

ANDOR TECHNOLOGY PLC ("ANDOR")

OXFORD INSTRUMENTS NANOTECHNOLOGY TOOLS HOLDINGS LIMITED ("OINTH")

A WHOLLY OWNED SUBSIDIARY OF

OXFORD INSTRUMENTS PLC

The boards of Oxford Instruments plc and Andor are pleased to announce that they have reached agreement on the terms of a recommended cash offer by OINTH, a wholly owned subsidiary of Oxford Instruments plc (together with OINTH, "Oxford Instruments"), for the entire issued and to be issued share capital of Andor (the "Offer").

Highlights

· Recommended offer at 525 pence per Andor Share in cash.

· The Offer values the entire issued and to be issued share capital of Andor at approximately £176 million.

· The terms of the Offer represent a premium of approximately:

- 31 per cent to the Closing Price of 400.0 pence for each Andor Share on 11 November 2013 (being the last trading day prior to the announcement by Oxford Instruments regarding a possible offer for Andor which led to the commencement of the Offer Period);

- 42 per cent to the average closing share price of Andor of 368.5 pence over the period of 90 days ended on 11 November 2013¹; and

- 77 per cent to the Closing Price of 296.0 pence for each Andor Share as of 8 July 2013, being the day prior to Oxford Instruments' initial approach to Andor.

· There will be no dividend payable on the Andor Shares if the Offer is completed. If the dividend, the recommendation of which the board of Andor announced on 2 December 2013, is approved or is otherwise payable before completion of the Offer, the Offer Price shall be reduced by the amount of that dividend per Andor Share.

· The Oxford Instruments' board believes that the Offer has a clear and compelling strategic and financial rationale.

¹Based on 368.5 pence per Andor Share, being an arithmetic average of Andor's daily Closing Price between 14 August 2013 and 11 November 2013.

· The acquisition of Andor is expected to be earnings enhancing in the first full financial year following completion of the Offer.

· The Offer is Oxford Instruments' final offer price and, under the Code, Oxford Instruments is not permitted to increase its Offer Price unless there is a higher competing offer from a third party.

· It is intended that the Offer is to be effected by means of a takeover offer within the meaning of Part 28 of the 2006 Act. The Offer Document, containing further information about the Offer, together with the Form of Acceptance, will be posted to Andor Shareholders and (for information purposes only) participants in the Andor Share Schemes shortly and, in any event, within 28 days of this announcement.

· The Offer will be financed from a combination of Oxford Instruments' available cash resources and committed financing facilities which it has arranged with HSBC Bank plc, Santander UK plc and The Royal Bank of Scotland plc which together are sufficient to enable Oxford Instruments to satisfy in full the cash consideration payable to Andor Shareholders and otherwise to fulfil commitments under the terms of the Offer.

· The board of Andor, which has been so advised by Jefferies, considers the terms of the Offer to be fair and reasonable. In providing advice to the Andor Directors, Jefferies has taken into account the commercial assessments of the Andor Directors. Jefferies is acting as the independent financial adviser to Andor for the purposes of providing independent advice to the Andor Directors on the Offer under Rule 3 of the Code.

· Oxford Instruments has received irrevocable undertakings from all of the Andor Directors who hold Andor Shares in respect of their entire beneficial holdings of Andor Shares and those of their related companies (amounting to, in aggregate, 1,358,423 Andor Shares, representing approximately 4.25 per cent of the existing issued share capital of Andor) to accept the Offer. Oxford Instruments has also received an irrevocable undertaking from Polar Capital LLP in respect of 1,246,326 Andor Shares (representing 3.89 per cent of Andor's issued share capital) to accept the Offer. Further details of these irrevocable undertakings are set out at paragraph 4 and in Appendix III of the attached announcement.

· In addition, Oxford Instruments has received a non-binding letter of intent from Cazenove Capital Management in respect 3,144,591 Andor Shares, representing approximately 9.82 per cent of the existing issued share capital of Andor to accept the Offer. Further details of this letter of intent are set out at paragraph 4 and in Appendix III of the attached announcement.

Accordingly, the Andor Directors have indicated to Oxford Instruments that they intend unanimously to recommend that the Andor Shareholders accept the Offer as they have irrevocably undertaken to do in respect of all their own beneficial holdings of Andor Shares.

Commenting on the Offer, Nigel Keen, Chairman of Oxford Instruments plc, said:

"The acquisition of Andor is an exciting development for Oxford Instruments as we expand our capabilities in the fast growing Nano-Bio field. Andor is a high quality business with a strong track record of innovation and a high quality workforce and will be a great fit with our business."

Commenting on the Offer, Colin Walsh, Chairman of Andor, said:

"The Andor Board's decision to recommend the Offer rested on two important factors. First, the Offer recognises the important role which our highly capable and professional staff have played in building Andor into the unique entity we have today and creates a framework in which our staff can continue to thrive and grow the business under new ownership.

Secondly, after several months spent carefully evaluating our strategic alternatives, the Board believes that the Offer represents the best possible means of maximising shareholder value in the short to medium term.

We believe Andor is a "one of a kind" business and, like Oxford Instruments, is an outstanding example of how the very best in UK science can be successfully commercialised across global markets. We are confident that Andor will add tremendous value to the growth plan for the combined business."

This summary should be read in conjunction with the full text of the attached announcement. The Offer will be subject to the conditions set out in Appendix I to the attached announcement and the full conditions and further terms which will be set out in the Offer Document being issued shortly.

Appendix II to the attached announcement contains the sources and bases of certain financial information used in the announcement. Appendix III contains details of the irrevocable undertakings and letter of intent received by Oxford Instruments. Appendix IV to the attached announcement contains the definitions of certain expressions used in the attached announcement.

Enquiries

Oxford Instruments plc

Jonathan Flint (Chief Executive)
Kevin Boyd (Group Finance Director)

Tel: +44 (0)1865 393 200

Evercore (Lead Financial Adviser to Oxford Instruments)

Bernard Taylor
Julian Oakley

Tel: +44 (0)20 7653 6000

J.P. Morgan Cazenove (Joint Financial Adviser and Corporate Broker to Oxford Instruments)

Robert Constant
Richard Perelman

Tel: +44 (0)20 7777 2000

MHP Communications (PR Adviser to Oxford Instruments)

Rachel Hirst

Tel: +44 (0)20 3128 8100

Andor Technology plc

Conor Walsh (Chief Executive)
Alan Lilley (Finance Director)

Tel: +44 (0)28 9023 7126

Jefferies (Financial Adviser to Andor)

Dominic Lester
Tariq Hussain

Tel: +44 (0)20 7029 8000

Investec Bank plc (Nominated Adviser and Broker to Andor)

Keith Anderson
Dominic Emery

Tel: +44 (0)20 7597 4000

FTI Consulting (PR Adviser to Andor)

Matt Dixon
Tracey Bowdith

Tel: +44(0)20 7831 3113

Oxford Instruments will host a call for analysts regarding the Offer on 11 December 2013 at 9.30 a.m. Details are as follows:

UK Toll Number	02031394830
UK Toll-Free Number	08082370030
Participant Pin Number	31719310#
ITFS List for International Participant Connection	http://wpc.1726.planetstream.net/001726/FEL_Events_International_Access_List.pdf

Evercore is acting as lead financial adviser to Oxford Instruments on the Offer, with J.P. Morgan Cazenove acting as joint financial adviser and broker.

Jefferies is acting as financial adviser to Andor on the Offer, with Investec Bank plc acting as Nominated Adviser and Broker.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Oxford Instruments and no one else in connection with the Offer and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Oxford Instruments for providing the protections afforded to clients of Evercore, nor for providing advice in relation to the matters referred to in this announcement.

J.P. Morgan Limited, which conducts its UK investment banking businesses as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated in the United Kingdom by the Financial Conduct Authority. J.P. Morgan Cazenove is acting as joint financial adviser and corporate broker exclusively for Oxford Instruments and no one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Oxford Instruments for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to the matters referred to in this announcement.

Jefferies, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Andor and no one else in connection with the Offer and will not be responsible to anyone other than Andor for providing the protections afforded to clients of Jefferies nor for providing advice in relation to matters described herein, nor for providing advice in relation to the Offer or any matter or arrangement referred to herein.

Investec Investment Banking, a division of Investec Bank plc, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority, is acting exclusively for Andor and is not acting for anyone else in connection with the Offer and will not be responsible to anyone other than Andor for providing the protections afforded to clients of Investec Investment Banking, nor for providing advice in relation to the Offer or any matter or arrangement referred to herein.

Further Information

This announcement is not intended to and does not constitute or form part of an offer or invitation to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law. The Offer will be made solely through the Offer Document and (in respect of Andor Shares in certificated form) the Form of Acceptance, which will together contain the final terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance of the Offer should be made only on the basis of the information in the Offer Document and (in respect of Andor Shares held in certificated form), the Form of Acceptance. Andor and Oxford Instruments urge Andor Shareholders to read the Offer Document because it will contain important information relating to the Offer.

The ability of Andor Shareholders who are not resident in and citizens of the United Kingdom to accept the Offer may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to Overseas Shareholders will be contained in the Offer Document.

The release, publication or distribution of this announcement in jurisdictions other than in the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with English law, the laws of Northern Ireland, the Listing Rules, the AIM Rules, the rules of the London Stock Exchange and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of any jurisdiction outside the United Kingdom.

Copies of this announcement and formal documentation relating to the Offer will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction.

Forward-Looking Statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Offer, and other information published by Oxford Instruments and Andor contain statements that are or may be deemed to be "forward-looking statements", including for the purposes of the US Private Securities Litigation Reform Act of 1995. These statements are prospective in nature and are not based on historical facts, but rather on the current expectations of the management of Oxford Instruments and Andor about future events and are naturally subject to uncertainty and changes in circumstances which could cause actual events to differ materially from the future events expected or implied by the forward-looking statements. The forward-looking statements contained herein include statements about the expected effects of the Offer on Andor, Oxford Instruments, the expected timing and scope of the Offer, synergies, other strategic options and all other statements in this announcement other than historical facts. Forward-looking statements may (but will not always) include, without limitation, statements typically containing words such as "targets", "plans", "aims", "intends", "expects", "anticipates", "believes" "estimates", "will", "may", "budget", "forecasts" and "should" and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of Oxford Instruments or Andor. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the Conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.

Investors should not place undue reliance on any forward-looking statements and none of Oxford Instruments, any member of the Oxford Instruments Group nor Andor, any member of the Andor Group, nor any of their respective advisers, associates, directors or officers undertakes any obligation to update publicly, expressly disclaim or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required or provides any representation, assurance or guarantee that the occurrence of events expressed or implied in any forward looking statement in this announcement will actually occur.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings per share for Oxford Instruments or Andor, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Oxford Instruments or Andor, as appropriate.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in one per cent or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the tenth business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Information relating to Andor Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Andor Shareholders, persons with information rights and relevant persons for the receipt of electronic communications from Andor may be provided to Oxford Instruments during the Offer Period where requested under Section 4 of Appendix 4 of the City Code.

Publication on the Oxford Instruments and Andor websites

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Oxford Instruments website at www.oxford-instruments.comand on Andor's website at www.andorplc.comby no later than 12 noon (London time) on 11 December 2013 until the end of the Offer. For the avoidance of doubt, the contents of those websites are not incorporated and do not form part of this announcement.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

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

10 December 2013

RECOMMENDED CASH OFFER

FOR

ANDOR TECHNOLOGY PLC ("ANDOR")

OXFORD INSTRUMENTS NANOTECHNOLOGY TOOLS HOLDINGS LIMITED ("OINTH")

A WHOLLY OWNED SUBSIDIARY OF

OXFORD INSTRUMENTS PLC

1. Introduction

The boards of Oxford Instruments plc and Andor Technology plc ("Andor") are pleased to announce that they have reached agreement on the terms of a recommended cash offer by OINTH, a wholly owned subsidiary of Oxford Instruments plc (together with OINTH, "Oxford Instruments"), for the entire issued and to be issued share capital of Andor (the "Offer").

2. Terms of the Offer

The Offer, which is subject to the Conditions set out in Appendix I to this announcement, and the further terms and conditions to be set out in the Offer Document, will be made on the following basis:

for each Andor Share held 525 pence in cash

The Offer values the entire issued and to be issued share capital of Andor at approximately £176 million.

The terms of the Offer represent a premium of approximately:

- 42 per cent to the average closing share price of Andor of 368.5 pence over the period of 90 days ended on 11 November 2013²; and

- 77 per cent to the Closing Price of 296.0 pence for each Andor Share as of 8 July 2013, being the day prior to Oxford Instruments' initial approach to Andor.

It is intended that the Offer is to be effected by means of a takeover offer within the meaning of Part 28 of the 2006 Act.

Andor Shares will be acquired by Oxford Instruments fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and other third party rights or interests and together with all rights now or hereafter attaching thereto, including, without limitation, the right to receive and retain all dividends and other distributions (if any) announced, declared, made or paid hereafter (save as otherwise set out in this announcement).

There will be no dividend payable on the Andor Shares if the Offer is completed. If the dividend, the recommendation of which the board of Andor announced on 2 December 2013, is approved or is otherwise payable before completion of the Offer, the Offer Price shall be reduced by the amount of that dividend per Andor Share.

3. Recommendation

The Andor Directors, who have been so advised by Jefferies, consider the terms of the Offer to be fair and reasonable. In providing advice to the Andor Directors, Jefferies has taken into account the commercial assessments of the Andor Directors. Jefferies is acting as the independent financial adviser to Andor for the purposes of providing independent advice to the Andor Directors on the Offer under Rule 3 of the Code.

²Based on 368.5 pence per Andor Share, being an arithmetic average of Andor's daily Closing Price between 14 August 2013 and 11 November 2013.

Accordingly, the Andor Directors have indicated to Oxford Instruments that they intend unanimously to recommend that the Andor Shareholders accept the Offer as they have

irrevocably undertaken to do in respect of all their own beneficial holdings of Andor Shares. In aggregate, Oxford Instruments has received irrevocable undertakings and letters of intent representing approximately 17.96 per cent of Andor's existing issued share capital.

4. Irrevocable Undertakings and Letter of Intent

Oxford Instruments has received irrevocable undertakings from all of the Andor Directors who hold Andor Shares in respect of their entire beneficial holdings of Andor Shares and those of their related companies (amounting to, in aggregate, 1,358,423 Andor Shares, representing approximately 4.25 per cent of the existing issued share capital of Andor):

· to accept the Offer of 525 pence in cash per Andor Share; and

· if the Offer is subsequently structured as a Scheme, to vote in favour of all of the resolutions relating to the Scheme at the appropriate meetings.

These irrevocable undertakings shall lapse, inter alia, if:

· the Offer Document has not been posted to Andor Shareholders within 28 days after the date of this announcement; or

· the Offer is withdrawn or lapses.

Oxford Instruments has also received an irrevocable undertaking from Polar Capital LLP in respect of 1,246,326 Andor Shares, representing approximately 3.89 per cent of the existing issued share capital of Andor:

· to accept the Offer of 525 pence in cash per Andor Share; and

· if the Offer is subsequently structured as a Scheme, to vote in favour of all of the resolutions relating to the Scheme at the appropriate meetings.

This irrevocable undertaking shall lapse, inter alia, if:

· a firm intention to make an offer for Andor is announced by a third party on terms which represent (in the reasonable opinion of Polar Capital LLP) an improvement on the value of the consideration under the Offer;

· the Offer Document has not been posted to Andor Shareholders within 28 days after the date of this announcement;

· Polar Capital LLP is required to withdraw its undertaking by a court of competent jurisdiction; or

· the Offer is withdrawn or lapses.

In addition, Oxford Instruments has received a non-binding letter of intent from Cazenove Capital Management who hold 3,144,591 Andor Shares, representing approximately 9.82 per cent of the existing issued share capital of Andor, to accept the Offer of 525 pence in cash per Andor Share.

Further details of these irrevocable undertakings and this letter of intent are set out in Appendix III to this announcement.

5. Financing the Offer

The Offer will be financed from a combination of Oxford Instruments' available cash resources and two committed financing facilities which it has arranged with HSBC Bank plc, Santander UK plc and the Royal Bank of Scotland plc, sufficient to enable Oxford Instruments to satisfy in full the cash consideration payable to Andor Shareholders and otherwise to fulfil commitments under the terms of the Offer.

The committed financing facilities include:

(a) a £100,000,000 revolving facility made between (1) Oxford Instruments plc as a borrower and (2) HSBC Bank plc, Abbey National Treasury Services plc and National Westminster Bank plc (the "Revolving Credit Facility"); and

(b) a £60,000,000 term facility made between (1) Oxford Instruments plc as a borrower and (2) HSBC Bank plc, Abbey National Treasury Services plc and National Westminster Bank plc (the "Term Loan Facility", and together with the Revolving Credit Facility, the "Facilities").

It is Oxford Instruments' intention that once the Offer has become or is declared unconditional in all respects, OINTH will procure that Andor will accede to the Facilities and provide a guarantee to the lenders under such debt facilities.

Evercore is satisfied that sufficient resources are available to Oxford Instruments to satisfy in full the cash consideration payable pursuant to the Offer.

6. Background to and Reasons for the Offer

Oxford Instruments recently announced that it intends to increase its focus on the fast growing Nano-Bio market through the application of existing and new techniques. The acquisition of Andor would allow Oxford Instruments to accelerate the delivery of this strategy given Andor's presence in this market.

Andor is a high quality business with a strong track record. Andor's product portfolio is highly complementary to Oxford Instruments' Nanotechnology Tools division. Both Andor and Oxford Instruments have strong capabilities in selling to academic customers and, together, the companies could offer a broad range of high quality instrumentation to scientific users as well as leveraging a more powerful distribution network. In addition, the Enlarged Group would benefit from the considerable strength that exists in both R&D teams and strong technical management.

Oxford Instruments fully recognises the value of Andor's Belfast base with its highly skilled workforce and believes the cultural fit between Andor and Oxford Instruments is strong.

The acquisition of Andor is consistent with Oxford Instruments' strategy of adding attractive new markets and techniques to the existing portfolio through targeted acquisitions.

As set out in the announcement falling under Rule 2.4 of the Code dated 6 December 2013, the Offer is Oxford Instruments' final offer price and, pursuant to Rule 2.5(a)(ii) of the Code, Oxford Instruments will not be permitted to increase the Offer Price unless a third party makes a higher competing offer for Andor.

7. Information on Oxford Instruments

Oxford Instruments designs, supplies and supports high-technology tools and systems with a focus on research and industrial applications. It provides solutions needed to advance fundamental physics research and its transfer into commercial nanotechnology applications. Innovation has been the driving force behind Oxford Instruments' growth and success for over 50 years, and its strategy is to effect the successful commercialisation of these ideas by bringing them to market in a timely and customer-focused fashion.

The first technology business to be spun out from Oxford University over fifty years ago, Oxford Instruments is now a global company with over 1800 staff worldwide and is listed on the FTSE250 index of the London Stock Exchange (OXIG). Its objective is to be the leading provider of new generation tools and systems for the research and industrial sectors. This involves the combination of core technologies in areas such as low temperature, high magnetic field and ultra high vacuum environments, Nuclear Magnetic Resonance, X-ray, electron and optical based metrology, and advanced growth, deposition and etching.

Oxford Instruments aims to pursue responsible development and deeper understanding of our world through science and technology. Its products, expertise, and ideas address global issues such as energy, environment, security and health. The business of Oxford Instruments is structured around three segments which reflect its expertise and business objectives, namely Nanotechnology Tools, Industrial Products and Service.

Total revenue for the financial year of Oxford Instruments ended 31 March 2013 was £350.8 million³.

OINTH is a non-trading holding company which is a wholly owned subsidiary of Oxford Instruments and has been designated as an investment vehicle for the purpose of acquiring Andor under the Offer.

OINTH has not traded since incorporation, nor has it entered into any obligations, other than in connection with guaranteeing the Oxford Instruments Group's debt financing.

8. Information on Andor

Andor is based in Belfast, Northern Ireland and operates at the high-value end of the global scientific digital camera market. It is a global leader in the development and manufacture of high performance scientific digital cameras for academic, industrial and government applications.

Andor was established in 1989 as a spin-out from Queen's University in Belfast, and now employs over 400 people in offices in Europe, North America and Asia Pacific. Andor's shares were admitted to trading on AIM on 3 December 2004, with full year revenue and adjusted profit before tax to 30 September 2004 of £11.7 million and £1.2 million respectively. For the financial year ended 30 September 2013, Andor reported revenues of £54.6 million and adjusted profit before tax of £7.4 million.

Andor focuses on four market segments, namely Research, Microscopy Systems ("Systems"), OEM and Software.

· Research represents the sale of ultra-sensitive imaging cameras and spectroscopy solutions to academia and government-funded research institutes. Andor has developed some of the world's most advanced and versatile detectors available and continues to shape the industry with customer-focused product development.

· Systems represents sales of complete confocal systems, currently focusing on live cell applications, to the same customer groups as Research. Andor is focused on providing best-in-class performance within a modular architecture. Andor designs and manufactures microscopy products to integrate with its own and third-party software, and all leading microscopes.

³Source: Oxford Instruments plc Annual Report 2013.

· OEM represents the sale of cameras and associated products to instrumentation manufacturers and is a higher volume, repeat order business. Andor products form an integral part in many of its industrial partners' instrumentation.

· Software represents the sale of image analysis software typically to research institutes.

Andor continues to view the continuous development and introduction of new leading-edge products that meet its research customers' needs as being essential in retaining Andor's competitive advantage across the global markets that it serves. Andor therefore remains focused on its long term strategy of delivering growth through continued investment in innovation.

Andor has also pursued an inorganic strategy to fulfill its growth objectives, acquiring Bitplane AG, based in Zurich, Switzerland, in 2009. Bitplane is a leading interactive microscopy image analysis software company whose focus on 3D and 4D imaging complements Andor's existing business. In 2010, Andor acquired Photonic Instruments Inc and Imaginative Optics Inc., adding patented illumination solutions to its Systems offering. Andor has recently acquired Spectral Applied Research Inc. of Canada, which specialises in the design and manufacture of optical systems for the cell biology research community, and Apogee Imaging Systems Inc. of the US, which complement the growing range of cameras and associated products that Andor offers to its Research and OEM customers globally. These acquisitions, completed in October 2013, align with Andor's strategic plan of utilising its cash to deliver a combination of organic and acquisitive growth.

For the financial year ended 30 September 2013, Andor reported revenues of £54.6 million. As at 30 September 2013, Andor's net assets were £50.9 million, with net cash of £22.9 million. Andor's adjusted profit before tax for the financial year ended 30 September 2013 was £7.4 million, with adjusted earnings per share of 21.2 pence. Adjusted results are before amortisation of acquired intangibles.

9. Management, employees and intentions regarding Andor

Oxford Instruments has been impressed with the capabilities and professionalism of the Andor executive management team. Oxford Instruments attaches great importance to the active participation and continued commitment of Andor's employees and believes that they will benefit from enhanced career and business opportunities as part of the Enlarged Group.

Accordingly, Oxford Instruments will give assurances to the Andor board that upon completion of the Offer, the existing contractual and statutory employment rights, including pension rights, of the existing employees of the Andor Group will be fully safeguarded.

The senior management teams of both businesses will work together on completion of the Offer and seek to maintain the strong cultural heritage of both firms. No changes are envisaged to Andor's business locations in Belfast or to the deployment of the fixed assets of Andor in Belfast.

Oxford Instruments recognises the strong links that Andor has with Queen's University in Belfast and would look to continue and strengthen that relationship.

Separately, the non-executive Andor Directors have confirmed that they intend to resign as Andor Directors on the completion of the Offer.

10. Dividends

On 2 December 2013, the board of Andor announced its recommendation of a dividend of 2.15 pence per Andor Share for the Andor financial year ended 30 September 2013 (the "2013 Dividend"), which, if approved at the Andor annual general meeting in 2014 (notice of which is yet to be posted to the Andor Shareholders) (the "AGM"), will be paid on 28 February 2014.

If the Offer becomes unconditional on or after the AGM and the 2013 Dividend is approved by the Andor Shareholders, in accordance with the terms and conditions of the Offer, the price payable under the Offer in respect of an Andor Share will be reduced by 2.15 pence (or such other dividend amount as the Andor Shareholders may approve and is paid).

In the event that the Offer becomes unconditional prior to the AGM, it is anticipated that the 2013 Dividend will not be paid.

11. Expected timetable

The Offer Document containing further details of the Offer will be despatched to Andor Shareholders shortly and, in any event, within 28 days of this announcement pursuant to Rule 24.1(a) of the Code.

12. Structure of the Offer and conditions

The Offer is to be effected by means of a takeover offer within the meaning of Part 28 of the 2006 Act. Oxford Instruments reserves the right to elect to implement the acquisition of Andor, with the consent of the Panel, by way of a Scheme which will be implemented on the same terms (subject to appropriate amendment) as the Offer.

In the event of such an election by Oxford Instruments, the Andor Directors with holdings of Andor Shares have agreed to vote in favour of the shareholder resolutions required in connection with the Scheme. Further details of these undertakings are set in paragraph 4 and in Appendix III.

References to the Offer and the Offer Document in this announcement shall include, where applicable, such Scheme.

The Offer will be subject to the conditions and further terms set out or referred to in Appendix I and in the Offer Document.

13. Financial effects of acceptance of the Offer

The Enlarged Group will have pro forma revenues of £405.4 million4 and pro forma adjusted earnings before interest and tax ("EBIT") of £56.9 million5. The acquisition is expected to be earnings enhancing for Oxford Instruments in the first full financial year following the date the Offer becomes or is declared unconditional in all respects.6

4 Source: Oxford Instruments plc Annual Report 2013 and Andor Technology plc Preliminary Results for the year ended 30 September 2013. This is the arithmetic sum of Oxford Instruments' and Andor's revenue based on their respective financial year ends and this illustrative total is not adjusted to align the companies' year-ends.

5 Source: Oxford Instruments plc Annual Report 2013 and Andor Technology plc Preliminary Results for the year ended 30 September 2013. Adjusted EBIT is not a measure of financial performance under IFRS, or generally accepted accounting principles. The EBIT measure is presented before amortisation of acquired intangibles, acquisition costs and other exceptional items. The Andor EBIT measure of performance may not be comparable to Oxford Instruments' EBIT measure of performance, and vice versa. This is the arithmetic sum of Oxford Instruments' and Andor's EBIT based on their respective financial year ends and this illustrative total is not adjusted to align the companies' year-ends.

6 These statements should not be construed as a profit forecast or interpreted to mean that the future earnings per share, profits, margins or cashflows of the Enlarged Group will necessarily be greater than the historic published figures.

14. Opening Position Disclosure

Oxford Instruments confirms that it has made an Opening Position Disclosure on 20 November 2013, setting out the details required to be disclosed by it under Rule 8.1(a) of the Code.

15. De-listing, cancellation of trading and re-registration

If Oxford Instruments receives acceptances of the Offer in respect of, and/or otherwise acquires or contracts to acquire, 90 per cent or more in nominal value of the Andor Shares to which the Offer relates and of the voting rights carried by those Andor Shares and assuming that all of the other Conditions have been satisfied or waived (if capable of being waived), Oxford Instruments intends to exercise its rights in accordance with sections 974 to 991 inclusive of the 2006 Act to acquire compulsorily any remaining Andor Shares to which the Offer relates on the same terms as the Offer.

Following the Offer becoming, or being declared, unconditional in all respects and subject to any applicable requirements of the AIM Rules and if sufficient acceptances are received under the Offer such that Oxford Instruments holds not less than 75 per cent of the voting rights of Andor, Oxford Instruments intends to procure that Andor applies to the London Stock Exchange for the cancellation of the admission of the Andor Shares to trading on AIM. It is anticipated that such cancellation will take effect no earlier than 20 Business Days after the Offer becomes, or is declared, unconditional in all respects, subject to compliance with the applicable requirements of the AIM Rules.

The cancellation of the admission to trading on AIM of the Andor Shares will significantly reduce the liquidity and marketability of any Andor Shares not acquired by Oxford Instruments.

It is also intended that, following the Offer becoming, or being declared, unconditional in all respects and, assuming the cancellation of the admission to trading on AIM of the Andor Shares occurs, Andor will be re-registered as a private company under the relevant provisions of the 2006 Act.

16. Overseas shareholders

The availability of the Offer or the distribution of this announcement to Andor Shareholders who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Andor Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. Andor Shareholders are advised to read carefully the Offer Document and related Forms of Acceptance once these have been dispatched.

17. Andor Share Schemes

Participants in the Andor Share Schemes will be contacted separately regarding the effect of the Offer on their rights under the Andor Share Schemes and appropriate proposals in accordance with Rule 15 of the City Code will be made to such persons in due course.

18. Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, Andor confirms that it has 32,020,496 Andor Shares in issue and admitted to trading on AIM. The International Securities Identification Number for Andor Shares is GB00B043J741.

19. Offer-related arrangements

Pursuant to a letter from Oxford Instruments to Andor dated 7 October 2013, Oxford Instruments and Andor entered into a confidentiality agreement containing certain confidentiality undertakings relating to the Offer. This agreement is referred to in paragraph 20 below.

20. Documents to be published on a website

Copies of the following documents will by no later than 12 noon (London time) on 11 December 2013 be published on Oxford Instruments' website at www.oxford-instruments.com and on Andor's website at www.andorplc.com until the end of the Offer:

· the irrevocable undertakings and the letter of intent listed in Appendix III;

· the other offer-related arrangement referred to in paragraph 19 above;

· this announcement; and

· the agreements relating to the Facilities referred to in paragraph 5 above.

21. General

The Offer will comply with the applicable rules and regulations of the UK Listing Authority, the AIM Rules, the London Stock Exchange and the City Code.

There are no agreements or arrangements to which Oxford Instruments is a party which relate to the circumstances in which it may or may not invoke or seek to invoke a Condition.

Appendix II to this announcement contains the sources and bases of certain financial information contained in this announcement. Appendix III provides details of the irrevocable undertakings and the letter of intent received by Oxford Instruments. Appendix IV contains definitions of certain terms used in the summary and in this announcement.

Enquiries

Oxford Instruments plc

Jonathan Flint (Chief Executive)
Kevin Boyd (Group Finance Director)

Tel: +44 (0)1865 393 200

Evercore (Lead Financial Adviser to Oxford Instruments)

Bernard Taylor
Julian Oakley

Tel: +44 (0)20 7653 6000

J.P. Morgan Cazenove (Joint Financial Adviser and Corporate broker to Oxford Instruments)

Robert Constant
Richard Perelman

Tel: +44 (0)20 7777 2000

MHP Communications (PR Adviser to Oxford Instruments)

Rachel Hirst

Tel: +44 (0)20 3128 8100

Andor Technology plc

Conor Walsh (Chief Executive)
Alan Lilley (Finance Director)

Tel: +44 (0)28 9023 7126

Jefferies (Financial Adviser to Andor)

Dominic Lester
Tariq Hussain

Tel: +44 (0)20 7029 8000

Investec Bank plc (Nominated Adviser and Broker to Andor)

Keith Anderson
Dominic Emery

Tel: +44 (0)20 7597 4000

FTI Consulting (PR Adviser to Andor)

Matt Dixon
Tracey Bowdith

Tel: +44 (0)20 7831 3113

Oxford Instruments will host a call for analysts regarding the Offer on 11 December 2013 at 9.30 a.m. Details are as follows:

UK Toll Number	02031394830
UK Toll-Free Number	08082370030
Participant Pin Number	31719310#
ITFS List for International Participant Connection	http://wpc.1726.planetstream.net/001726/FEL_Events_International_Access_List.pdf

Evercore is acting as lead financial adviser to Oxford Instruments on the Offer, with J.P. Morgan Cazenove acting as joint financial adviser and broker.

Jefferies is acting as financial adviser to Andor on the Offer, with Investec Bank plc acting as Nominated Adviser and Broker.

Jefferies, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Andor and no one else in connection with the Offer and will not be responsible to anyone otherthan Andor for providing the protections afforded to clients of Jefferies nor for providing advice in relation to matters described herein, nor for providing advice in relation to the Offer or any matter or arrangement referred to herein.

Further Information

This announcement is not intended to and does not constitute or form part of an offer or invitation to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law. The Offer will be made solely through the Offer Document and (in respect of Andor Shares in certificated form) the Form of Acceptance, which will together contain the final terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance of the Offer should be made only on the basis of the information in the Offer Document and (in respect of Andor Shares held in certificated form) the Form of Acceptance. Andor and Oxford Instruments urge Andor Shareholders to read the Offer Document because it will contain important information relating to the Offer.

Forward-Looking Statements

No profit forecasts or estimates

Dealing Disclosure Requirements

Information relating to Andor Shareholders

Publication on the Oxford Instruments and Andor websites

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Oxford Instruments' website at www.oxford-instruments.comand on Andor's website at www.andorplc.comby no later than 12 noon (London time) on 11 December 2013 until the end of the Offer. For the avoidance of doubt, the contents of those websites are not incorporated and do not form part of this announcement.

Rounding

APPENDIX i

CONDITIONS AND FURTHER TERMS OF THE OFFER

1. CONDITIONS OF THE OFFER

The Offer is subject to the following Conditions:

(a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as OINTH may, subject to the rules of the Code or with the consent of the Panel, decide) in respect of not less than 90 per cent (or such lower percentage as OINTH may decide) (1) in nominal value of the Andor Shares to which the Offer relates; and (2) of the voting rights attached to those shares, provided that this condition will not be satisfied unless OINTH and/or any members of the Oxford Instruments Group shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) Andor Shares carrying in aggregate more than 50 per cent of the voting rights then normally exercisable at general meetings of Andor:

For the purposes of this condition:

(i) Andor Shares which have been unconditionally allotted, but not issued, before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry on being entered into the register of members of Andor;

(ii) the expression "Andor Shares to which the Offer relates" shall be construed in accordance with Part 28 of the 2006 Act;

(iii) valid acceptances shall be deemed to have been received in respect of Andor Shares which are treated for the purposes of section 979 of the 2006 Act as having been acquired or contracted to be acquired by OINTH by virtue of acceptances of the Offer;

(b) (i) the German competition authorities having confirmed to OINTH that no filing is required to be made by OINTH in respect of the Offer under the German Act Against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen (the "GWB"); or

(ii) the German competition authorities having approved the consummation of the Offer under the GWB unconditionally or, if approved with conditions, on such conditions reasonably satisfactory to OINTH; or

(iii) all German filings having been made to the German competition authorities in connection with the Offer and all or any applicable waiting periods under the GWB having expired, lapsed or been terminated;

(c) save for the provisions of paragraph 1(b) above, no government or governmental, quasi-governmental, supranational, statutory or regulatory body, or any court, institution, investigative body, association, trade agency or professional or environmental body or (without prejudice to the generality of the foregoing) any other person or body in any jurisdiction (each, a "Relevant Authority") having decided to take, instituted, implement or threaten any action, proceeding, suit, investigation or enquiry or enacted, made or proposed any statute, regulation or order or otherwise taken any other step or done anything, and there not being outstanding any statute, legislation or order, that would or might:

(i) make the Offer, or its implementation, or the proposed acquisition of Andor or any Andor Shares or any other shares or securities in, or wider control of, Andor by OINTH or any member of the Wider Oxford Instruments Group or the subscription by, or allotment to, any member of the Wider Oxford Instruments Group of Andor Shares or any matter arising therefrom or relating thereto, void, illegal or unenforceable under the laws of any relevant jurisdiction or otherwise, directly or indirectly, restrict, restrain, prohibit, delay, impose additional conditions or obligations with respect to, or otherwise interfere with the implementation of, the Offer or the acquisition of any Andor Shares by OINTH or any matters arising therefrom;

(ii) require, prevent, delay or affect the divestiture by any member of the Wider Oxford Instruments Group or by any member of the Wider Andor Group of all or any portion of their businesses, assets or property or of any Andor Shares or other securities in Andor or (to an extent which is material in the context of the Wider Oxford Instruments Group or the Wider Andor Group, as the case may be, taken as a whole) impose any limitation on the ability of any of them to conduct their respective businesses or own their respective assets or properties or any part thereof;

(iii) impose any limitation on, or result in a delay in, the ability of any member of the Wider Oxford Instruments Group to acquire or hold or exercise effectively, directly or indirectly, all rights of all or any of the Andor Shares (whether acquired pursuant to the Offer or otherwise);

(iv) require any member of the Wider Oxford Instruments Group or the Wider Andor Group to offer to acquire any shares or other securities or rights thereover in any member of the Wider Andor Group owned by any third party;

(v) make the Offer or its implementation or the proposed acquisition of Andor or any member of the Wider Andor Group or of any Andor Shares or any other shares or securities in, or control of, Andor illegal, void or unenforceable in or under the laws of any jurisdiction;

(vi) impose (to an extent which is material in the context of the Wider Oxford Instruments Group or the Wider Andor Group, as the case may be, taken as a whole) any limitation on the ability of any member of the Wider Oxford Instruments Group or the Wider Andor Group to co-ordinate its business, or any part of it, with the business of any other member of the Wider Oxford Instruments Group or the Wider Andor Group;

(vii) result in any member of the Wider Oxford Instruments Group or Wider Andor Group ceasing (to an extent which is material in the context of the Wider Oxford Instruments Group or the Wider Andor Group, as the case may be, taken as a whole) to be able to carry on business in a manner in which it presently does so; or

(viii) otherwise adversely affect (to an extent which is material in the context of the Wider Oxford Instruments Group or the Wider Andor Group, as the case may be, taken as a whole) any or all of the businesses, assets, prospects or profits of any member of the Wider Oxford Instruments Group or the Wider Andor Group or the exercise of rights of shares of any company in the Andor Group,

and all applicable waiting periods during which such Relevant Authority could institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or otherwise intervene having expired, lapsed or been terminated;

(d) all necessary filings or applications which are necessary or reasonably considered appropriate having been made in connection with the Offer and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Offer or the acquisition of any shares or securities in, or control of, Andor or any member of the Wider Andor Group by any member of the Wider Oxford Instruments Group and all authorisations, orders, grants, consents, clearances, licences, permissions and approvals, in any jurisdiction, deemed necessary or appropriate by OINTH for or in respect of the Offer, the proposed acquisition of any shares or securities in, or control of, Andor or any member of the Wider Andor Group by any member of the Wider Oxford Instruments Group or the carrying on of the business of any member of the Wider Andor Group or the Wider Oxford Instruments Group or any matters arising therefrom being obtained in terms satisfactory to OINTH from all appropriate Relevant Authorities or (without prejudice to the generality of the foregoing) from any persons or bodies with whom any members of the Wider Andor Group or the Wider Oxford Instruments Group has entered into contractual arrangements and such authorisations, orders, grants, consents, clearances, licences, permissions and approvals remaining in full force and effect and there being no intimation of any intention to revoke or not to renew the same and all necessary filings having been made, all appropriate waiting and other time periods (including extensions thereto) under any applicable legislation and regulations in any jurisdiction having expired, lapsed or been terminated and all necessary statutory or regulatory obligations in any jurisdiction in respect of the Offer or the proposed acquisition of Andor by OINTH or of any Andor Shares or any matters arising therefrom having been complied with;

(e) appropriate assurances being received, in terms satisfactory to OINTH, from the Relevant Authorities or any party with whom any member of the Wider Andor Group has any contractual or other relationship that the interests held by any member of the Wider Andor Group under licences, leases, consents, permits and other rights will not be materially adversely amended or otherwise affected by the Offer or the proposed acquisition of Andor or any matters arising therefrom, that such licences, leases, consents, permits and other rights are in full force and effect and that there is no intention to revoke or amend any of the same;

(f) save as announced publicly and in each case delivered to a Regulatory Information Service prior to 10 December 2013 and save in relation to Grants received by the Andor Group which have been disclosed to Oxford Instruments in writing, there being no provision of any agreement, instrument, permit, licence or other arrangement to which any member of the Wider Andor Group is a party or by or to which it or any of its assets may be bound or subject which, as a consequence of the Offer or the acquisition of Andor or because of a change in the control or management of Andor or any member of the Andor Group or any matters arising therefrom or otherwise, could or might reasonably be expected to, in each case to an extent which is material in the context of the Wider Andor Group (taken as a whole), result in:

(ix) any monies borrowed by, or other indebtedness, actual or contingent, of, or grant available to, any member of the Wider Andor Group becomes or is capable of being declared repayable immediately or earlier than the repayment date stated in such agreement, instrument or other arrangement or the ability of any member of the Wider Andor Group to borrow moneys or incur indebtedness is withdrawn or inhibited;

(x) any mortgage, charge or other security interest is created over the whole or any part of the business, property or assets of any member of the Wider Andor Group or any such security (whenever arising) becomes enforceable;

(xi) any such agreement, instrument, permit, licence or other arrangement, or any right, interest, liability or obligation of any member of the Wider Andor Group therein, is terminated or adversely modified or affected or any action is taken or onerous obligation arises thereunder;

(xii) the value of any member of the Wider Andor Group or its financial or trading position is prejudiced or adversely affected;

(xiii) the rights, liabilities, obligations or interests or business of any member of the Wider Andor Group in or with any other person, firm or company (or any arrangement relating to such interest or business) is terminated, modified or adversely affected;

(xiv) any asset or interest of any member of the Wider Andor Group being or falling to be disposed of or ceasing to be available to any member of the Wider Andor Group or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to any member of the Wider Andor Group;

(xv) any member of the Wider Andor Group ceases to be able to carry on business under any name under which it currently does so;

(xvi) any requirement on any such member to acquire, subscribe, pay up or repay any shares or other securities; or

(xvii) the creation or acceleration of any liability (actual or contingent) by a member of the Wider Andor Group, other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Andor Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, could reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (ix) of this Condition;

(g) since 30 September 2012 and save as announced publicly and in each case delivered to a Regulatory Information Service prior to 10 December 2013, no member of the Wider Andor Group having:

(xviii) save as between Andor and wholly owned subsidiaries of Andor or for Andor Shares issued pursuant to Andor Share Schemes issued or agreed to issue or authorised or proposed the issue of additional shares of any class or issued or authorised or proposed the issue of or granted securities convertible into or rights, warrants or options to subscribe for or acquire such shares or convertible securities or redeemed, purchased or reduced or announced any intention to do so or made any other change to any part of its share capital;

(xix) recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus or other distribution whether payable in cash or otherwise;

(xx) issued or authorised or proposed the issue of any debentures or incurred or increased any indebtedness or contingent liability which is material in the context of the Wider Andor Group taken as a whole;

(xxi) save for any intra-Andor Group transaction, made or authorised or announced an intention to propose any change in its loan capital, disposed of or transferred, mortgaged or encumbered any asset or any right, title or interest in any asset or entered into or varied any contract, commitment or arrangement (whether in respect of capital expenditure or otherwise) which is of a long term or unusual nature or which involves or could involve an obligation of a nature or magnitude which is material in the context of the Wider Andor Group taken as a whole or authorised, proposed or announced any intention to do so;

(xxii) entered into or varied or proposed or announced its intention to enter into or vary any contract, commitment, arrangement or other transaction which is of a long term or unusual or onerous nature or is otherwise than in the ordinary course of business, in each case, which is material in the context of the Wider Andor Group taken as whole;

(xxiii) entered into, or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of, any agreement, arrangement, instrument, commitment or obligation with or for the benefit of any of the directors or, except for salary increases, bonuses or variations of terms in the ordinary course, senior executives; including any retirement, death or disability benefit or any share option or bonus scheme;

(xxiv) merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) (except in the ordinary course of business);

(xxv) other than pursuant to this Offer, authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest;

(xxvi) taken or proposed any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of its assets and revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

(xxvii) waived or compromised any claim which is material in the context of the Wider Andor Group taken as a whole;

(xxviii) made any amendment to its articles of association or other incorporation documents;

(xxix) (except in relation to changes made or agreed as a result of, or arising from, changes to legislation) proposed, agreed to provide or modified terms of any Andor Share Schemes or other benefit relating to the employment or termination of employment of any person employed by the Wider Andor Group which are material in the context of the Wider Andor Group taken as a whole;

(xxx) made or agreed or consented to:

(A) any significant change to:

(aa) the terms of the trust deeds (or any other contractual documentation) constituting the pension scheme(s) established for its directors, employees or their dependants; or

(bb) the benefits which accrue or to the pensions which are payable thereunder; or

(cc) the basis on which qualification for, or accrual or entitlement to such benefits or pensions are calculated or determined; or

(dd) the basis upon which the liabilities (including pensions) or such pension schemes are funded or made; or

(B) any change to the trustees including the appointment of a trust corporation;

(xxxi) entered into any contract, transaction or arrangement which is or may be restrictive on the business of any member of the Wider Andor Group or the Wider Oxford Instruments Group;

(xxxii) entered into any contract, commitment or agreement with respect to, or announced any intention to, or to propose to, effect any of the transactions or events referred to in this condition (g);

(xxxiii) been unable or admitted that it is unable to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; and

(xxxiv) having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Andor Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code;

(h) since 30 September 2012 and save as announced publicly and in each case delivered to a Regulatory Information Service prior to 10 December 2013, or save as disclosed to Oxford Instruments in writing,:

(xxxv) no litigation, arbitration, prosecution or other legal proceedings having been instituted, announced or threatened or become pending or remaining outstanding (including from any Relevant Authority) by or against any member of the Wider Andor Group or to which any member of the Wider Andor Group is or may become a party (whether as plaintiff, defendant or otherwise);

(xxxvi) no adverse change having occurred in the business, assets, financial or trading position, profits or prospects of any member of the Wider Andor Group;

(xxxvii) no steps having been taken which would or are reasonably likely to result in the withdrawal, cancellation, termination or modification of any material licence or exploration licence held by any member of the Wider Andor Group which is necessary for the proper carrying on of its business;

(xxxviii) no enquiry or investigation by any Relevant Authority having been threatened, announced, implemented or instituted or remaining outstanding; or

(xxxix) no material liability (actual, contingent or otherwise) having arisen or become apparent or increased;

(i) OINTH not having discovered that any member of the Wider Andor Group is subject to any liability, actual or contingent, which is not disclosed in the annual report and accounts of Andor for the financial year ended 30 September 2012, its interim results dated 31 March 2013 or its preliminary results dated 30 September 2013 and has not been disclosed to Oxford Instruments in writing, and which is material in the context of the Andor Group taken as a whole; and

(j) since 30 September 2012 and save as announced publicly and in each case delivered to a Regulatory Information Service prior to 10 December 2013, or save as disclosed to Oxford Instruments in writing, OINTH not having discovered that:

(xl) any past or present member of the Wider Andor Group has not complied with all applicable legislation or regulations of any jurisdiction with regard to the storage, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or to harm human health or otherwise relating to environmental matters (which non-compliance might give rise to any liability (whether actual or contingent) on the part of any member of the Wider Andor Group) or that there has otherwise been any such disposal, discharge, spillage, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations and wherever the same may have taken place) which in any such case might give rise to any liability (whether actual or contingent) on the part of any member of the Wider Andor Group;

(xli) there is or is likely to be any liability (whether actual or contingent) to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider Andor Group or any controlled waters under any environmental legislation, regulation, notice, circular or order of any Relevant Authority or third party or otherwise;

(xlii) any member of the Wider Andor Group or any person that performs or has performed services for or on behalf of any such member is or has engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 or any other applicable anti-corruption legislation; or

(xliii) any asset of any member of the Wider Andor Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

2. CERTAIN FURTHER TERMS OF THE offer

2.1 OINTH reserves the right to waive all or any of the Conditions, in whole or in part, except Condition 1(a).

2.2 Except with the consent of the Panel, the Offer will lapse unless Conditions 1(b) to (j) (inclusive) of the Offer set out above are fulfilled or, if capable of waiver, waived or, where appropriate, have been determined by OINTH in its opinion to be or to remain satisfied by midnight on whichever is the later of the date which is 21 days after the date the Offer Document is posted and the date on which Condition 1(a) is satisfied.

2.3 If the Offer lapses, the Offer will cease to be capable of further acceptance and OINTH, and holders of Andor Shares shall thereupon cease to be bound by prior acceptances. OINTH shall be under no obligation to waive or treat as fulfilled or satisfied any of Conditions 1(b) to (j) (inclusive) by a date earlier than the latest date specified above for the fulfilment or satisfaction thereof notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled or satisfied and that there are at such earlier date no circumstances indicating that any such Conditions may not be capable of fulfilment or satisfaction.

2.4 OINTH reserves the right to elect to implement the Offer by way of a scheme of arrangement under Part 26 of the 2006 Act. In such event, the scheme of arrangement will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Offer.

2.5 If the Panel requires OINTH to make an offer or offers for any Andor Shares under the provisions of Rule 9 of the City Code, OINTH may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

2.6 OINTH reserves the right for any other member of the OINTH Group from time to time to make the Offer or otherwise implement the acquisition of Andor.

2.7 Unless otherwise determined by OINTH or required by the City Code and permitted by applicable law and regulation, the Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or other forms of electronic transmission) of interstate or foreign commerce of, or by any facility of a national, state or other securities exchange of any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

2.8 The Offer will lapse if it is referred to the UK Competition Commission before the later of the first closing date of the Offer and the date on which the Offer becomes or is declared unconditional as to acceptances. If the Offer so lapses, the Offer will cease to be capable of further acceptance and persons accepting the Offer and OINTH will cease to be bound by forms of acceptance submitted on or before the time when the Offer lapses.

2.9 The Andor Shares will be acquired by OINTH fully paid and free from all liens, equitable interests, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them, including the right to receive and retain all dividends and distributions (if any) declared, made or payable after the date of this announcement (save as otherwise set out herein). Accordingly, insofar as a dividend and/or a distribution and/or a return of capital is proposed, declared, made, paid or payable by Andor in respect of an Andor Share on or after the date of this announcement, the price payable under the Offer in respect of an Andor Share will be reduced by the amount of the dividend and/or distribution and/or return of capital except insofar as the Andor Share is or will be transferred pursuant to the Offer on a basis which entitles Oxford Instruments alone to receive the dividend and/or distribution and/or return of capital and to retain it. To the extent that a reduction in the price payable pursuant to the Offer in respect of an Andor Share is to apply in respect of a dividend and/or distribution and/or return of capital but that reduction in price has not been effected, the person to whom the Offer price per Andor Share is paid in respect of that Andor Share will be obliged to account to Oxford Instruments for the amount of such dividend or distribution or return of capital.

2.10 This Offer will be on the terms and will be subject to, inter alia, the conditions which will be set out in the Offer Document and such further terms as may be required to comply with the applicable rules and regulations of the London Stock Exchange, the AIM Rules and the City Code.

2.11 Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

appendix II

Sources and Bases of Financial Information

1. The value attributed to the existing issued and to be issued share capital of Andor is based upon:

(a) 32,020,496 Andor Shares in issue; and

(b) 1,424,500 Andor Shares subject to options and/or awards under the Andor Share Schemes,

as at the close of business on 9 December 2013, being the last dealing day prior to the date of this announcement.

2. Unless otherwise stated, all prices for Andor Shares have been extracted from the Daily Official List and represent the Closing Price on the relevant date(s), expressed in pence.

3. Unless otherwise stated:

(a) the financial information relating to Andor has been extracted or provided (without material adjustment) from the relevant audited consolidated financial statements of Andor for the financial year ended 30 September 2004 and the preliminary results of Andor for the year ended 30 September 2013;

(b) the financial information relating to OINTH has been extracted or provided (without material adjustment) from the audited financial statements of OINTH for the financial year ended 31 March 2013; and

(c) the financial information relating to Oxford Instruments has been extracted or provided (without material adjustment) from the relevant audited consolidated financial statements of Oxford Instruments for the financial year ended 31 March 2013.

appendix iii

Irrevocable undertakings and letter of intent

Irrevocable Undertakings

The following directors of Andor have given irrevocable undertakings to: (i) accept the Offer; or (ii) if the Offer is subsequently structured as a Scheme, to vote in favour of all of the resolutions relating to the Scheme at the appropriate meetings:

Name	Number of Andor Shares*	Percentage of Andor's issued share capital (%)
Colin Walsh	146,348	0.46
Conor Walsh	50,000	0.16
Dr Donal Denvir	1,162,075	3.63
Total	1,358,423	4.25

* This number includes the number of Andor Shares held by family members/trusts/related companies of the relevant director to which the irrevocable also relates.

These undertakings shall lapse, inter alia, if:

· the Offer Document is not posted to Andor Shareholders within 28 days after the date of this announcement; or

· the Offer is withdrawn or lapses.

The following shareholder of Andor has given an irrevocable undertaking: (i) accept the Offer; or (ii) if the Offer is subsequently structured as a Scheme, to vote in favour of all of the resolutions relating to the Scheme at the appropriate meetings:

Name	Number of Andor Shares	Percentage of Andor's issued share capital (%)
Polar Capital LLP	1,246,326	3.89
Total	1,246,326	3.89

This irrevocable undertaking shall lapse, inter alia,:

· if the Offer Document is not posted to Andor Shareholders within 28 days after the date of this announcement (or such later date as Oxford Instruments and Andor, with the consent of the Panel, may agree);

· if the Offer lapses or expires in accordance with its terms and Oxford Instruments publicly confirms that it does not intend to implement the acquisition of the Company by way of a scheme of arrangement under Part 26 of the Companies Act 2006 or otherwise;

· if Polar Capital LLP is required to withdraw its undertaking by a court of competent jurisdiction; or

· on the day which is 81 days after the date the Offer Document is posted to Andor Shareholders (or such later time or date as agreed between Oxford Instruments and Andor, with the approval of the Panel, if required).

Letter of Intent

Oxford Instruments has received a non-binding letter of intent from the following shareholder of Andor in relation to its intention to accept the Offer:

Name	Number of Andor Shares	Percentage of Andor's issued share capital (%)
Cazenove Capital Management	3,144,591	9.82
Total	3,144,591	9.82

APPENDIX IV

Definitions

"2006 Act" means the Companies Act 2006, as amended;

"AIM" means the AIM market operated by the London Stock Exchange;

"AIM Rules" means the AIM Rules for Companies, published by the London Stock Exchange;

"Andor" means Andor Technology plc;

"Andor Directors" means the directors of Andor;

"Andor Group" means Andor and its subsidiary undertakings;

"Andor Shareholders" means registered holders of Andor Shares from time to time;

"Andor Shares" means ordinary shares of £0.02 each in the capital of Andor;

"Andor Share Schemes" means each of the following share schemes operated by the Andor Group being (i) the Andor Technology PLC 2009 Long-term Incentive Plan, (ii) the Andor Technology Limited Enterprise Management Incentive Scheme and (iii) the Andor Company Share Option Plan;

"Associate" has the meaning provided in Chapter 3, Part 28 of the 2006 Act;

"Bribery Act 2010" means the Bribery Act 2010, as amended;

"Business Day" means a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business;

"City Code" or "Code" means the City Code on Takeovers and Mergers;

"Closing Price" means the closing middle market price of an Andor Share as derived from the Daily Official List;

"Competition Commission" means the UK statutory body established under the UK Competition Act 1998;

"Conditions" means the conditions to and terms of the Offer, as set out in Appendix I of this announcement and to be set out in the Offer Document;

"Daily Official List" means the AIM appendix of the daily official list of the London Stock Exchange;

"Dealing Disclosure" has the same meaning as in Rule 8 of the Code;

"EBITDA" means earnings before interest, tax, depreciation and amortisation;

"Enlarged Group" means Oxford Instruments Group and Andor Group following completion of the Offer;

"Financial Conduct Authority" or "FCA" means the United Kingdom Financial Conduct Authority and any successor or replacement regulatory body or bodies;

"Form of Acceptance" means the form of acceptance and authority which will be distributed with the Offer Document and which may only be completed by holders of Andor Shares in certificated form;

"Grants" means grants received by the Andor Group in respect of capital expenditure, employment, research and development, training and marketing;

"Jefferies" means Jefferies International Limited;

"Listing Rules" means the rules and regulations made by the Financial Conduct Authority in its capacity as the UKLA under the Financial Services and Markets Act 2000, and contained in the UKLA's publication of the same name;

"London Stock Exchange" means London Stock Exchange plc;

"Offer" means the recommended cash offer to be made by OINTH to acquire the issued and to be issued Andor Shares (other than any Andor Shares held by OINTH within the meaning of section 974(2) of the 2006 Act or any of its Associates) in accordance with Part 28 of the 2006 Act, on the terms and subject to the conditions to be set out in the Offer Document and, in the case of Andor Shares held in certificated form, the Form of Acceptance, and, where the context admits, any subsequent revision, variation, extension or renewal thereof;

"Offer Document" means the document to be sent to holders of Andor Shares and any persons with information rights and for information only to participants in the Andor Share Schemes, containing, amongst other things, the terms and conditions of the Offer;

"Offer Period" means the offer period (as defined in the City Code) relating to Andor which commenced on 12 November 2012;

"Offer Price" means 525 pence per Andor Share in cash;

"Official List" means the Official List of the FCA pursuant to Part VI of the Financial Services and Markets Act 2000;

"OINTH" means Oxford Instruments Nanotechnology Tools Holdings Limited, a company incorporated in England and Wales with registered number 04068071 and having its registered office at Tubney Woods, Abingdon, Oxon OX13 5QX;

"OINTH Group" means OINTH and its subsidiary undertakings and associated undertakings as defined in the 2006 Act;

"Opening Position Disclosure" means an announcement containing details of interests of short positions in, or rights to subscribe for, any relevant securities of a party to the offer if the person concerned has such a position;

"Overseas Shareholders" means holders of Andor Shares whose registered addresses are outside the UK or who are citizens or residents of countries other than the UK;

"Oxford Instruments" means Oxford Instruments plc or OINTH, as the context requires;

"Oxford Instruments Group" means Oxford Instruments and its subsidiary undertakings, including OINTH;

"Panel" means the Panel on Takeovers and Mergers;

"Proceeds of Crime Act 2002" means the Proceeds of Crime Act 2002, as amended;

"Regulatory Information Service" means one of the regulatory information services authorised by the FCA to receive, process and disseminate regulatory information from listed companies;

"Relevant Authority" shall have the meaning set out in paragraph 1(c) of Appendix I;

"Restricted Jurisdiction" means the United States and any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to Andor Shareholders in that jurisdiction;

"Scheme" or "Scheme of Arrangement" a scheme of arrangement made under Part 26 of the 2006 Act;

"Significant Interest" means a direct or indirect interest of 20 per cent or more of the equity share capital in a company or undertaking or equivalent;

"Subsidiary" has the meaning ascribed to it in section 1159 of the 2006 Act;

"Subsidiary Undertaking" has the meaning ascribed to it in section 1162 of the 2006 Act;

"UK Listing Authority" or "UKLA" means the UK Listing Authority, being the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000;

"UK" or "United Kingdom" means the United Kingdom of Great Britain and Northern Ireland;

"US" or "United States" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia;

"Wider Andor Group" means Andor and the subsidiaries and subsidiary undertakings of Andor and associated undertakings (including any joint venture, partnership, firm or company) and any other undertakings in which Andor and such undertakings (aggregating their interests) have a Significant Interest; and

"Wider Oxford Instruments Group" means Oxford Instruments and the subsidiaries and subsidiary undertakings of Oxford Instruments and associated undertakings (including any joint venture, partnership, firm or company) and any other undertakings in which Oxford Instruments and such undertakings (aggregating their interests) have a Significant Interest.

This information is provided by RNS

The company news service from the London Stock Exchange

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