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Dr. Reddy's announces it has acquired 7,496,484 shares (14.2%) of OctoPlus N.V. on 14 December 2012


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Copyright © Thomson Reuters 2012. All rights reserved.
2012-12-14 19:01:14 -

This  is a  press release  by Reddy  Netherlands B.V.  (the "Offeror"), a wholly
owned  subsidiary  of  Dr.  Reddy's  Laboratories  Ltd. ("Dr. Reddy's"),
and Dr.
Reddy's  pursuant to Section 13 paragraph 1 of  the Dutch Public Takeover Decree
(Besluit   openbare   biedingen  Wft,  the  "Decree")  in  connection  with  the
recommended  public offer (the  "Offer") by the  Offeror for all  the issued and
outstanding  ordinary  shares  (the  "Shares")  in  the capital of OctoPlus N.V.
("OctoPlus"  or the "Company"). This press  release does not constitute,
or form
part  of, an offer or  any solicitation of 
an offer, to acquire or subscribe or sell any securities in OctoPlus. The Offer is only made by means of the offer memorandum published on 13 December 2012 (the "Offer Memorandum"). This announcement is not for release, publication, dissemination, or distribution, in whole or in part, in or into Canada and Japan. Capitalised terms not defined in this press release shall have the meaning given thereto in the Offer Memorandum. Hyderabad/Amsterdam, 14 December 2012 - With reference to the joint press release of the Offeror and OctoPlus (Euronext Amsterdam: OCTO) of 13 December 2012 relating to the Offer, the Offeror announces that it has acquired 7,496,484 Shares in the course of today at a volume weighed average price of EUR 0.52 per Share, a minimum price of EUR 0.52 per Share and a maximum price of EUR 0.52 per Share. Together with the irrevocable undertakings received from the Committed Shareholders[1], this results in the following positions: -------------------------------------------------------------------------------   Number of Shares Percentage of Shares ------------------------------------------------------------------------------- Shares owned prior to today's 0 0.0% acquisitions ------------------------------------------------------------------------------- Shares acquired on 14 December 2012 7,496,484 14.2% ------------------------------------------------------------------------------- Total shares owned on 14 December 2012  7,496,484 14.2% ------------------------------------------------------------------------------- Shares committed by Committed 33,448,839 63.5% Shareholders ------------------------------------------------------------------------------- Total Shares owned and committed 40,945,323 77.7% ------------------------------------------------------------------------------- [1] As indicated in the joint press release of 13 December 2012 and the Offer Memorandum, the irrevocable undertakings of the Committed Shareholders are subject to customary terms and conditions. Company profile Dr. Reddy's Dr. Reddy's Laboratories Ltd. (NYSE: RDY) is an integrated global pharmaceutical company, committed to providing affordable and innovative medicines for healthier lives. Over the last fiscal year the company generated revenues of over $2.0 billion. Through its three businesses - Pharmaceutical Services and Active Ingredients, Global Generics and Proprietary Products - Dr. Reddy's offers a portfolio of products and services including APIs, custom pharmaceutical services, generics, biosimilars, differentiated formulations and NCEs. Therapeutic focus is on gastro-intestinal, cardiovascular, diabetology, oncology, pain management, anti-infective and pediatrics. Major markets include India, USA, Russia and CIS, Germany, UK, Venezuela, S. Africa, Romania, and New Zealand. For more information: www.drreddys.com. Company profile OctoPlus OctoPlus is a specialty pharmaceutical company focused on the development and manufacture of improved injectable pharmaceuticals based on proprietary drug delivery technologies that exhibit fewer side effects, improved patient convenience and a better efficacy/safety balance than existing therapies. OctoPlus also focuses on the development of long-acting, controlled release versions of known protein therapeutics, peptides and small molecules, including specialty generics. OctoPlus is a leading European provider of advanced drug formulation and clinical scale manufacturing services to the pharmaceutical and biotechnology industries, with a focus on difficult-to-formulate active pharmaceutical ingredients. OctoPlus is listed on Euronext Amsterdam by NYSE Euronext under the symbol OCTO. More information about OctoPlus can be found on: www.octoplus.nl. Further information Dr. Reddy's For further information about Dr. Reddy's, please contact: For Investors and Financial Analysts: Kedar Upadhye: telephone number +91-40-66834297 or send an e-mail to kedaru@drreddys.com Saunak Savla: telephone number +91-40-49002135 or send an e-mail to saunaks@drreddys.com Milan Kalawadia (USA): telephone number +1 908-203-4931 or send an e-mail to mkalawadia@drreddys.com For Media: S Rajan: telephone number +91-40-49002445 or send an e-mail to rajans@drreddys.com OctoPlus For further information about OctoPlus, please contact Investor Relations: telephone number +31 (71) 524 1061 or send an e-mail to Investor Relations at IR@octoplus.nl. Restrictions This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of Dr. Reddy's or OctoPlus in any jurisdiction. The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, Dr. Reddy's and OctoPlus disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither Dr. Reddy's, nor OctoPlus, nor any of their advisors assumes any responsibility for any violation by any person of any of these restrictions. Any OctoPlus shareholder who is in any doubt as to his position should consult an appropriate professional advisor without delay. This announcement is not to be published or distributed in or to Canada and Japan. Notice to US holders of Shares The Offer will be made for the securities of a Dutch company and is subject to Dutch disclosure requirements, which are different from those of the United States. Some of the financial information included in this announcement has been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. The Offer will be made in the United States pursuant to the applicable US tender offer rules and otherwise in accordance with the requirements of the Dutch Public Takeover Decree. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under US domestic tender offer procedures and law. The receipt of cash pursuant to the Offer by a US holder of Shares may be a taxable transaction for US federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each holder of Shares is urged to consult his independent professional advisor immediately regarding the tax consequences of acceptance of the offer. It may be difficult for US holders of Shares to enforce their rights and claims arising out of the US federal securities laws, since OctoPlus is located in a country other than the United States, and some or all of its officers and directors may be residents of a country other than the United States. US holders of Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment. In accordance with normal Dutch practice and pursuant to Rule 14e-5(b) of the Securities Exchange Act of 1934, Dr. Reddy's or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Shares outside of the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the Netherlands, will be reported to the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) and disclosed in the offer memorandum or by press release. Forward Looking Statements This press release may include "forward-looking statements" and language indicating trends, such as "anticipated" and "expected." Although Dr. Reddy's and OctoPlus believe that the assumptions upon which the irrespective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these assumptions will prove to be correct. Neither Dr. Reddy's nor OctoPlus, nor any of their advisors accepts any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups. Click here for the press release in PDF format: hugin.info/137076/R/1665252/540258.pdf This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: OctoPlus N.V. via Thomson Reuters ONE [HUG#1665252]


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