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
24 July
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, 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 the scheme becoming effective
ATHLONE, Ireland, July 24, 2017
(GLOBE NEWSWIRE) -- Innocoll Holdings plc ("Innocoll" or the "Company") and Gurnet Point L.P. (acting through
its general partner, Waypoint International GP LLC)
("Gurnet Point") today announce the
completion of the acquisition of Innocoll by Gurnet Point through
its wholly owned subsidiary Lough Ree Technologies Limited
("Gurnet Bidco") by means of a
scheme of arrangement under Chapter 1 of Part 9 of the Irish
Companies Act 2014 (the "Scheme")
which took effect today (the "Acquisition").
Christopher Viehbacher, Managing
Partner of Gurnet Point Capital said, "Gurnet Point is pleased to
announce that its acquisition of Innocoll is now effective.
We are excited by the prospect of helping to develop and bring
XaraColl to the market and we look forward to assisting with the
re-submission of XaraColl for FDA approval and preparing for its
commercialization."
Tony Zook, Chief Executive Officer
of Innocoll said, "We were pleased to receive such a strong showing
of shareholder support which enabled us to complete the acquisition
of Innocoll by Gurnet Point, and are looking forward to working
closely with our colleagues at Gurnet to successfully file, and
ultimately commercialize XaraColl in the US market."
Despatch of cheques in respect of
the Cash Consideration to be paid pursuant to the Scheme and the
recording of the CVR Consideration in the initial register of CVRs
will occur by 7 August 2017.
In connection with the completion
of the Acquisition, Innocoll's ordinary shares ceased to be
publicly traded on the NASDAQ as of the close of market 21 July
2017 and the listing was suspended before the market opened
today.
For further information please contact:
Innocoll Holdings
plc
Anthony Zook, Chief Executive Officer
TZook@innocoll.com
Cautionary
Statement Regarding Forward-Looking Statements
Certain statements included in
this announcement 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 Innocoll 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 Innocoll and discussions of Gurnet Point's,
Gurnet Bidco's or Innocoll'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 Innocoll are based upon
information known to Innocoll on the date of this document. Except
as expressly required by law, Gurnet Point, Gurnet Bidco and
Innocoll disclaim any intent or obligation to update or revise
these forward-looking statements. None of Gurnet Point, Gurnet
Bidco or Innocoll 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 Innocoll 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 Innocoll may make directly to you or
through reports that any of Gurnet Point, Gurnet Bidco or Innocoll,
in the future, may file with the Securities and Exchange Commission
("SEC"). Unless otherwise indicated,
the information in this document is as of July 24, 2017.
It is not reasonably possible to
itemize all of the many factors and specific events that could
cause the forward-looking statements in this document to be
incorrect or could otherwise have a material effect on the future
operations or results of the Company. Further information on the
primary risks of the business and the risk management of the
Company is contained in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2016, which is 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.
("Piper Jaffray"), which is a
securities broker-dealer registered with the U.S. SEC and
subject to regulation by the SEC and the Financial Industry
Regulatory Authority, 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 Innocoll, all 'dealings' in any 'relevant
securities' of Innocoll (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
Innocoll, 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 Innocoll 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 Innocoll 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
Gurnet Point website at www.gurnetpointlpoffer.com and
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. The contents of
Gurnet Point website, 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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