NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
FOR IMMEDIATE
RELEASE
12 May 2017
RECOMMENDED
OFFER
FOR
INNOCOLL
HOLDINGS PLC
BY
GURNET POINT
L.P. ACTING THROUGH ITS GENERAL PARTNER WAYPOINT INTERNATIONAL GP
LLC
(through
Lough Ree Technologies Limited ("Gurnet Bidco"), its wholly owned
subsidiary)
to be
implemented by means of a scheme of arrangement
under Chapter 1 of Part 9 of the Irish
Companies Act 2014
Announcement relating to
despatch of Definitive Proxy Statement and details of Scheme
Meeting
ATHLONE, Ireland, May 12, 2017
(GLOBE NEWSWIRE) -- On April 4, 2017, Innocoll Holdings plc, a
public limited company incorporated in Ireland ("Innocoll" or the
"Company") and Gurnet Point L.P. (acting through its general
partner Waypoint International GP LLC) ("Gurnet Point") announced
that they had reached agreement on the terms of a recommended offer
to be made by Gurnet Point, through its wholly owned subsidiary
Lough Ree Technologies Limited ("Gurnet Bidco"), for the entire
issued and to be issued ordinary share capital of the Company (the
"Acquisition"). As outlined in that announcement, the
Acquisition is to be implemented by means of a scheme of
arrangement under Chapter 1 of Part 9 of the Irish Companies Act of
2014.
Innocoll announces that it has
today mailed to Innocoll Shareholders a proxy statement, which also
constitutes a scheme circular, relating to the Acquisition (the
"Definitive Proxy Statement"). The Definitive Proxy Statement sets
out, amongst other things, the full terms and conditions of the
Acquisition, information required under Section 452 of the
Companies Act 2014, an expected timetable of principal events and
details of the action to be taken by Innocoll Shareholders.
Furthermore, notices convening the
scheme meeting (the "Scheme Meeting") and the related extraordinary
general meeting are contained in the Definitive Proxy Statement.
The Scheme Meeting and the extraordinary general meeting will
commence at 2.00 p.m. and 2.10 p.m. (or, if later, as soon
thereafter as the Scheme Meeting shall have been concluded or
adjourned), respectively, on June 28, 2017 at 6th Floor, 2 Grand
Canal Square, Dublin 2, Ireland. All references to time in this
announcement are to Dublin time.
Innocoll Shareholders should
carefully read the Definitive Proxy Statement in its entirety
before making a decision with respect to the Acquisition. Innocoll
Shareholders are strongly urged to complete, sign and return the
proxy cards enclosed with the Definitive Proxy Statement as soon as
possible. Innocoll Shareholders whose shares are held in "street
name" should instruct their brokerage firm, bank, dealer or other
similar organisation how to vote using the voting instruction form
provided by such brokerage firm, bank, dealer or other similar
organisation.
ENQUIRIES
Innocoll Holdings
plc
Anthony Zook, Chief Executive Officer
TZook@innocoll.com
Cautionary Statement
Regarding Forward-Looking Statements
Certain statements included in
this document are forward-looking and involve risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by such forward-looking
statements. Forward-looking statements can typically be
identified by the use of forward-looking terminology, such as
"expects", "believes", "may", "will", "could", "should", "intends",
"plans", "predicts", "envisages", "estimates", "forecast",
"outlook", "guidance", "possible", "projects", "potential" or
"anticipates" or other similar words and expressions and include,
without limitation, any projections relating to results of
operations and financial conditions of either Gurnet Point, Gurnet
Bidco or the Company and their respective subsidiary undertakings
from time to time, as well as plans and objectives for future
operations, expected future revenues, financing plans, expected
expenditures, expected synergies and divestments relating to Gurnet
Point, Gurnet Bidco or the Company and discussions of Gurnet
Point's, Gurnet Bidco's or the Company's business plans. All
forward-looking statements in this document made by Gurnet Point
and / or Gurnet Bidco are based upon information known to Gurnet
Point and / or Gurnet Bidco on the date of this document and all
forward-looking statements in this document made by the Company are
based upon information known to the Company on the date of this
document. Except as expressly required by law, Gurnet Point, Gurnet
Bidco and the Company disclaim any intent or obligation to update
or revise these forward-looking statements. None of Gurnet Point,
Gurnet Bidco or the Company undertake any obligation to update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise, save as may be required by
law. Although none of Gurnet Point, Gurnet Bidco or the Company
undertake any obligation to revise or update any forward-looking
statements, whether as a result of new information, future events
or otherwise, you are advised to consult any additional disclosures
that any of Gurnet Point, Gurnet Bidco or the Company may make
directly to you or through reports that any of Gurnet Point, Gurnet
Bidco or the Company, in the future, may file with the SEC. Unless
otherwise indicated, the information in this document is as of May
12, 2017.
Important
Additional Information about the Acquisition and Where to Find
It
The Company, Gurnet Point and
Gurnet Bidco are parties to a Transaction Agreement, dated April 4,
2017 (the "Transaction Agreement"). In connection with the
Acquisition, on May 12, 2017, the Company filed the Definitive
Proxy Statement with the SEC and began mailing the Definitive Proxy
Statement to Innocoll Shareholders. The Company may also file other
documents with the SEC regarding the Acquisition. SECURITYHOLDERS
ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING THE
SCHEME DOCUMENT) AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED
WITH THE SEC AS WELL, AS ANY AMENDMENTS OR SUPPLEMENTS, THERETO
CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE COMPANY, THE ACQUISITION AND
RELATED MATTERS. Security holders may obtain free copies of the
Definitive Proxy Statement (including the Scheme Document) and
other documents filed by the Company with the SEC
at www.sec.gov. In addition, investors and shareholders may
obtain free copies of the Definitive Proxy Statement (including the
Scheme Document) as well as other documents filed by the Company
at www.innocoll.com.
Participants
in the Solicitation
The Company, Gurnet Point and
Gurnet Bidco and certain of their respective directors and
executive officers and employees may be considered participants in
the solicitation of proxies from the shareholders of the Company in
respect of the transactions contemplated by the Scheme
Document/Definitive Proxy Statement. Information regarding the
persons who may, under the rules of the SEC, be deemed participants
in the solicitation of the shareholders of the Company in
connection with the proposed transactions, including a description
of their direct or indirect interests, by security holdings or
otherwise, are set forth in the Definitive Proxy Statement.
Information regarding the Company's directors and executive
officers is contained in Amendment No. 1 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2016
(the "Form 10-K/A"), which is filed with the SEC. Information
concerning the interests of the Company's participants in the
solicitation, which may, in some cases, be different than those of
the Company's shareholders generally is contained in the Company's
Form 10-K/A as well as the Definitive Proxy Statement, which have
been filed with the SEC.
Statements
Required by the Irish Takeover Rules
The Company's Directors accept
responsibility for the information contained in this announcement.
To the best of the knowledge and belief of the Company's Directors
(who have taken all reasonable care to ensure that such is the
case), the information contained in this announcement for which
they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such
information.
Piper Jaffray & Co., which is
a securities broker-dealer registered with the U.S. Securities and
Exchange Commission and subject to regulation by the SEC and the
Financial Industry Regulatory Authority ("FINRA"), is acting as
financial adviser exclusively for the Company and for no one else
in connection with the Acquisition and the other matters referred
to in this announcement, and will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of Piper Jaffray or for providing advice in relation to the
Acquisition or any other matters referred to in this
announcement.
No Offer or
Solicitation
This announcement is not intended
to, and does not, constitute or form part of any offer to purchase,
sell, subscribe for, exchange or otherwise dispose of, or the
solicitation of an offer to purchase, sell, subscribe for, exchange
or dispose of, or an invitation to purchase, sell, subscribe for,
exchange or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction, pursuant
to the Acquisition or otherwise, to or from any person to whom it
is unlawful to make any such offer, invitation or solicitation in
such jurisdiction nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable
law. This announcement does not constitute a prospectus or an
equivalent document.
Rule 8
Dealing Disclosure Requirements
Under the provisions of Rule 8.3
of the Irish Takeover Rules, if any person is, or becomes,
'interested' (directly or indirectly) in 1% or more of any class of
'relevant securities' of the Company, all 'dealings' in any
'relevant securities' of the Company (including by means of an
option in respect of, or a derivative referenced to, any such
'relevant securities') must be publicly disclosed by not later than
3:30 p.m. (New York time) on the 'business day' following the date
of the relevant transaction. This announcement will continue until
the date on which the 'offer period' ends. If two or more persons
cooperate on the basis of any agreement, either express or tacit,
either oral or written, to acquire an 'interest' in 'relevant
securities' of the Company, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Irish Takeover Rules.
Under the provisions of Rule 8.1
of the Irish Takeover Rules, all 'dealings' in 'relevant
securities' of the Company by Gurnet Point or Gurnet Bidco or by
any party acting in concert with any of them, must also be
disclosed by no later than 11:59 a.m.(New York time) on the
'business day' following the date of the relevant transaction.
A disclosure table, giving details
of the companies in whose 'relevant securities' 'dealings' should
be disclosed, can be found on the Panel's website
at www.irishtakeoverpanel.ie.
'Interests in securities' arise,
in summary, when a person has long economic exposure, whether
conditional or absolute, to changes in the price of securities. In
particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of
any option in respect of, or derivative referenced to,
securities.
Terms in quotation marks are
defined in the Irish Takeover Rules, which can be found on the
Irish Takeover Panel's website. If you are in any doubt as to
whether you are required to disclose a dealing under Rule 8, please
consult the Irish Takeover Panel's website
at www.irishtakeoverpanel.ie or contact the Panel on
telephone number +353 1 678 9020 or fax number +353 1 678 9289.
General
Certain capitalized words used in
this announcement and not herein defined have the meanings given to
such words in the Rule 2.5 Announcement dated April 4, 2017 issued
by the Company and Gurnet Point (the "Rule 2.5 Announcement"). The
bases and sources set out in the Rule 2.5 Announcement have been
used in this announcement, unless otherwise stated or the context
otherwise requires.
A copy of this announcement will
be available, free of charge (subject to certain restrictions
relating to persons resident in Restricted Jurisdictions) on the
Innocoll website at www.innocoll.com by no later than
12.00 p.m. on the business day following this announcement and
throughout the course of the Acquisition. Neither the contents of
Innocoll website nor the contents of any other website accessible
from hyperlinks are incorporated into, or form part of, this
announcement.
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Innocoll Holdings plc via Globenewswire
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