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
10 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
convening of Scheme Meeting
ATHLONE, Ireland, May 10, 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 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 earlier
today the High Court of Ireland made an order directing that the
Scheme Meeting be convened and notes that details in relation to
the date, time and place of the Scheme Meeting and related
Extraordinary General Meeting are as set out below.
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 expects to publish and
mail to Innocoll Shareholders a scheme circular relating to the
Acquisition (the "Definitive Proxy Statement") in the coming
days.
ENQUIRIES
Innocoll Holdings
plc
Anthony Zook, Chief Executive Officer
TZook@innocoll.com
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.
This announcement is not intended
to, and does not, constitute an offer to purchase, sell, subscribe
for or exchange, or the solicitation of an offer to purchase, sell,
subscribe for or exchange or an invitation to purchase, sell,
subscribe for or exchange 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 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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