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Item 7.01
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Regulation FD Disclosure
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On January 12, 2021, Cantel Medical Corp. (“Cantel”)
and STERIS plc (“STERIS”) issued a joint press release announcing the execution of an Agreement and Plan of Merger,
dated as of January 12, 2021, providing for the merger of STERIS and Cantel. A copy of the press release is furnished as Exhibit
99.1 hereto and is incorporated herein by reference. In addition, Cantel and STERIS intend to provide supplemental information
on January 12, 2021 regarding the proposed transaction in connection with a presentation to analysts and investors. The slides
that will be made available in connection with the presentation are furnished as Exhibit 99.2 hereto and are incorporated herein
by reference.
The information furnished with this report, including Exhibit
99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise
expressly set forth by specific reference in such a filing.
Important Information for Investors and Shareholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In connection with the proposed merger between STERIS and Cantel, STERIS will file with
the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include a proxy statement
of Cantel that also constitutes a prospectus of STERIS. The definitive proxy statement/prospectus will be delivered to shareholders
of Cantel. INVESTORS AND SECURITY HOLDERS OF STERIS AND CANTEL ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND
OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the registration statement and the
definitive proxy statement/prospectus (when available) and other documents filed with the SEC by STERIS and Cantel through the
website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by STERIS will be available free
of charge on STERIS’s internet website at www.STERIS.com or by contacting STERIS’s Investor Relations Department at
(440) 392-7245. Copies of the documents filed with the SEC by Cantel will be available free of charge on Cantel’s internet
website at www.cantelmedical.com or by contacting Cantel’s Investor Relations Department at (763) 553-3341.
Participants in the Merger Solicitation
STERIS, Cantel, their respective directors and certain of their
respective executive officers and employees may be considered participants in the solicitation of proxies in connection with the
proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation
of Cantel shareholders in connection with the proposed merger will be set forth in the proxy statement/prospectus when it is filed
with the SEC. Information about the directors and executive officers of Cantel is set forth in its proxy statement for its 2020
annual meeting of stockholders, which was filed with the SEC on November 18, 2020 and certain of its Current Reports on Form 8-K.
Information about the directors and executive officers of STERIS is set forth in its proxy statement for its 2020 annual meeting
of stockholders, which was filed with the SEC on June 5, 2020 and certain of its Current Reports on Form 8-K. Additional information
regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings
or otherwise, will be contained in the proxy statement/prospectus filed with the above-referenced registration statement on Form
S-4 and other relevant materials to be filed with the SEC when they become available.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains “forward-looking statements”
as that term is defined under the Private Securities Litigation Reform Act of 1995 and other securities laws, for which we claim
the protection of the safe harbor for forward-looking statements contained in Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Such forward-looking statements include, but are not limited to, statements about the
benefits of the acquisition of Cantel by STERIS, including future financial and operating results, Cantel’s or STERIS’s
plans, objectives, expectations and intentions and the expected timing of completion of the transaction. These statements are based
on current expectations, estimates, or forecasts about our businesses, the industries in which we operate, and the current beliefs
and assumptions of management; they do not relate strictly to historical or current facts. Without limiting the foregoing, words
or phrases such as “expect,” “anticipate,” “goal,” “project,” “intend,”
“plan,” “believe,” “seek,” “may,” “could,” “enable,” and
“opportunity” and variations of such words and similar expressions generally identify forward-looking statements. Risks
and uncertainties associated with these forward-looking statements include the potential that we may not be able to consummate
the transaction, or that the expected benefits and opportunities of the transaction may not be realized or may take longer to realize
than expected, or that required regulatory approvals may not be obtained as quickly as expected, or at all. There are also risks
and uncertainties related to the subsequent integration of the companies; the ability to recognize the anticipated synergies and
benefits of the acquisition; restructuring in connection with, and successful closing of, the transaction; the ability to obtain
required regulatory approvals for the transaction (including the approval of antitrust authorities necessary to complete the acquisition);
the timing of obtaining such approvals and the risk that such approvals may result in the imposition of conditions that could adversely
affect the combined company or the expected benefits of the transaction; the ability to obtain the requisite Cantel shareholder
approval; the risk that a condition to closing of the transaction may not be satisfied on a timely basis or at all; the
failure of the transaction to close for any other reason; risks relating to the value of the STERIS shares to be issued in
the transaction; access to available financing (including financing for the transaction) on a timely basis and on reasonable
terms; the impact of competitive products and pricing; the impact of the COVID-19 pandemic on our operations and financial results;
general economic conditions; and technological and market changes in our industry. We caution that undue reliance should not be
placed on such forward-looking statements, which speak only as of the date made. Some of the factors which could cause results
to differ from those expressed in any forward-looking statement are set forth in our most recent Annual Report on Form 10-K, which
we may update in Quarterly Reports on Form 10-Q we have filed or will file hereafter. We expressly disclaim any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations
with regard thereto or any change in events, conditions or circumstances on which any such statement is based. This cautionary
statement is applicable to all forward-looking statements contained in this communication.