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Exhibit (c)(3)
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
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AMENDMENT No. 3 dated as of August 12, 1997 (this "Amendment")
made by Isomedix Inc., a Delaware corporation (the "Company"), to that certain
Rights Agreement dated as of June 10, 1988, as amended (as so amended, the
"Agreement"), between the Company and PNC Bank, N.A. (the "Rights Agent").
W I T N E S S E T H:
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WHEREAS, simultaneously with the execution of this Amendment,
the Company is entering into an Agreement and Plan of Merger with Steris
Corporation, an Ohio corporation ("Steris"), and Steris Acquisition Corporation,
a Delaware corporation and wholly owned subsidiary of Steris; and
WHEREAS, the Company desires to exclude transactions provided
for in the Merger Agreement from the events which would result in Steris
becoming an Acquiring Person (as defined in the Agreement) or the triggering of
the so-called "flip-in" or "flip-over" provisions of the Agreement; and
WHEREAS, in order to effect the foregoing, the Company has
determined to amend the Agreement pursuant to Section 27 of the Agreement as set
forth below.
NOW, THEREFORE, effective as of the date hereof, the Agreement
is hereby amended pursuant to Section 27 thereof as follows:
1. Section 1(a) of the Agreement is hereby amended by adding the
following at the end thereof:
"Notwithstanding the foregoing, neither Steris Corporation, an
Ohio corporation ("Steris"), nor any of its Affiliates or
Associates shall become an Acquiring Person by reason of the
acquisition by Steris or any of its wholly owned subsidiaries
after August 12, 1997 of Common Shares pursuant to, and in
accordance with the terms of, that certain Agreement and Plan
of Merger dated as of August 12, 1997, as the same may be
amended from time to time in accordance with the terms thereof
(as so amended, the "Merger Agreement") among Steris, Steris
Acquisition Corporation, a Delaware
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corporation ("Merger Sub"), and the Company; provided that
upon the earlier to occur of the expiration of the Offer (as
defined in the Merger Agreement) or the termination of the
Merger Agreement, in each case prior to the purchase by Merger
Sub of Common Shares pursuant to, and in accordance with the
terms of, the Merger Agreement, this sentence shall be of no
further force and effect."
2. Clause (ii) of Section 3(a) of the Agreement is hereby amended by
adding the following after the word "tender" therein:
"offer (other than the Offer (as defined in the Merger
Agreement); provided that the Offer is made pursuant to, and
in accordance with the terms of, the Merger Agreement; and
provided further that upon the earlier to occur of the
expiration of the Offer (as defined in the Merger Agreement)
or the termination of the Merger Agreement, in each case prior
to the purchase by Merger Sub of Common Shares pursuant to,
and in accordance with the terms of, the Merger Agreement,
this parenthetical shall be of no further force and effect)".
3. The first sentence of Section 13 of the Agreement is hereby amended
by adding the following after the phrase "and in each such case" therein:
"(other than in the case of the Merger (as defined in the
Merger Agreement); provided that the Merger is consummated
pursuant to, and in accordance with the terms of, the Merger
Agreement; and provided further that upon the earlier to occur
of the expiration of the Offer (as defined in the Merger
Agreement) or the termination of the Merger Agreement, in each
case prior to the purchase by Merger Sub of Common Shares
pursuant to, and in accordance with the terms of, the Merger
Agreement, this parenthetical shall be of no further force and
effect)".
4. This Amendment shall be deemed to be a contract made under the laws
of the State of Delaware and for all purposes shall be governed by and construed
in accordance with the laws of such State applicable to contracts made and to be
performed entirely within such State, without regard to any conflict of laws
principles which would apply the laws of any other jurisdiction.
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5. The Agreement, as amended hereby, is hereby ratified, confirmed and
continued in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to
be executed as of the date first above written.
ISOMEDIX INC.
By /s/ Xxxx Xxxxxxxxx
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Title: Chairman
