FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus contains statements concerning certain trends, expectations, forecasts, estimates, or other forward-looking
information affecting or relating to STERIS and STERIS Ireland or their industry, products or activities that are intended to qualify for the protections afforded forward-looking statements under the Private Securities Litigation Reform
Act of 1995 and other laws and regulations. Forward-looking statements speak only as to the date of this proxy statement/prospectus and may be identified by the use of forward-looking terms such as may, will,
expects, believes, anticipates, plans, estimates, projects, targets, forecasts, outlook, impact, potential,
confidence, improve, optimistic, deliver, comfortable, trend, and seeks, or the negative of such terms or other variations on such terms or comparable terminology.
Many important factors could cause actual results to differ materially from those in the forward-looking statements including, without limitation, disruption of production or supplies, changes in market conditions, political events, pending or
future claims or litigation, competitive factors, technology advances, actions of regulatory agencies, and changes in laws, government regulations, labeling or product approvals or the application or interpretation thereof. Other risk factors are
described herein and in STERISs other securities filings, including Item 1A of STERISs Annual Report on Form
10-K
for the year ended March 31, 2018, filed with the SEC on May 30, 2018.
Many of these important factors are outside of STERISs and STERIS Irelands control. No assurances can be provided as to any result or the timing of any outcome regarding matters described herein or otherwise with respect to any
regulatory action, administrative proceedings, government investigations, litigation, warning letters, cost reductions, business strategies, earnings or revenue trends or future financial results. References to products are summaries only and should
not be considered the specific terms of the decree or product clearance or literature. Unless legally required, STERIS and STERIS Ireland do not undertake to update or revise any forward-looking statements even if events make clear that any
projected results, express or implied, will not be realized. Other potential risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, (a) the receipt
of approval of STERISs shareholders, (b) any regulatory or court approvals required for the Redomiciliation not being obtained on the terms expected or on the anticipated schedule, (c) the parties ability to meet expectations
regarding the timing, completion and accounting and tax treatments of the Redomiciliation, (d) operating costs, Customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees,
Customers, clients or suppliers) being greater than expected following the Redomiciliation, (e) STERISs ability to meet expectations regarding the accounting and tax treatment of the Tax Cuts and Jobs Act (TCJA) or the
possibility that anticipated benefits resulting from the TCJA will be less than estimated, (f) changes in tax laws or interpretations that could increase our consolidated tax liabilities, including, if the Redomiciliation is consummated,
changes in tax laws that would result in STERIS Ireland being treated as a domestic corporation for U.S. federal tax purposes, (g) the potential for increased pressure on pricing or costs that leads to erosion of profit margins, (h) the
possibility that market demand will not develop for new technologies, products or applications or services, or business initiatives will take longer, cost more or produce lower benefits than anticipated, (i) the possibility that application of
or compliance with laws, court rulings, certifications, regulations, regulatory actions, including without limitation those relating to FDA warning notices or letters, government investigations, the outcome of any pending FDA requests, inspections
or submissions, or other requirements or standards may delay, limit or prevent new product introductions, affect the production and marketing of existing products or services or otherwise affect STERISs performance, results, prospects or
value, (j) the potential of international unrest, economic downturn or effects of currencies, tax assessments, tariffs and/or other trade barriers, adjustments or anticipated rates, raw material costs or availability, benefit or retirement plan
costs, or other regulatory compliance costs, (k) the possibility of reduced demand, or reductions in the rate of growth in demand, for STERISs products and services, (l) the possibility of delays in receipt of orders, order
cancellations, or delays in the manufacture or shipment of ordered products or in the provisions of services, (m) the possibility that anticipated growth, cost savings, new product acceptance, performance or approvals, or other results may not
be achieved, or that transition, labor, competition, timing, execution, regulatory, governmental, or other issues or risks associated with STERISs businesses, industry or initiatives including, without limitation, those matters described in
this proxy statement/prospectus and other securities filings, may adversely impact STERISs performance, results, prospects or value, (n) the impact on STERIS and its
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