MDS Recommends Single Class of Shares and Shareholder Rights Plan

Business Wire, Dec 23, 1999

Business Editors

TORONTO--(BUSINESS WIRE)--Dec. 23, 1999

The Board of Directors of MDS Inc. (TSE:MDSa.)(TSE:MDSb.) has approved a restructuring of the MDS dual-class of shares (Class A Common shares and Class B Non-Voting shares) to a new, single-class of common shares, with each share having one vote.

The Board has also approved the adoption of a Shareholder Rights Plan concurrent with the elimination of the dual share structure.

Adoption of the share restructuring and Shareholder Rights Plan are subject to regulatory and shareholder approval. The Company will seek this approval at its Annual General and Special Meeting of Shareholders, to be held in Toronto on March 2, 2000. The restructuring will be one new Common share for each Class B Non-voting share, and 1.05 new Common shares for each Class A Common voting share.

To the Company's knowledge, the only two shareholder groups which beneficially own or exercise control over more than 10% of the voting rights attached to the outstanding Class A Common Shares of the Company-the Deferred Profit Sharing Plan of the Company and the Ontario Municipal Employees Retirement Fund-have indicated their support for the share restructuring.

"We believe that the timing is right to simplify our share structure and that moving to one single voting share class will contribute to building shareholder value over the long term," commented Gary Goertz, MDS Executive Vice-President Finance and Chief Financial Officer.

MDS Inc. (TSE:MDS.A, MDS.B) is an international health and life sciences company. In many of its products and services, it is among the largest and most respected companies in the world. MDS fights disease by providing: laboratory testing, imaging agents for nuclear medicine testing, sterilization systems for medical and consumer products, research services to speed discovery and development of new drugs, therapy systems for planning and delivery of cancer treatment, analytical instruments to assist in the development of new drugs, and medical / surgical supplies. MDS employs more than 8,500 highly skilled people at its global operations on four continents. Detailed information about the company is available at the MDS Web site at www.mdsintl.com or by calling 1-888-MDS-7222, 24 hours a day.