Free Submission Public Relations & NewsPR-inside.com
Home
Deutsch English

Business

Dr. Reddy's launches the recommended Public Cash Offer for all the issued and outstanding ordinary shares of OctoPlus N.V.


Print article Print article
Copyright © Thomson Reuters 2012. All rights reserved.
2012-12-13 22:35:14 -

This  is a  joint press  release by  Reddy Netherlands  B.V. (the  "Offeror"), a
wholly  owned subsidiary of  Dr. Reddy's Laboratories  Ltd. ("Dr.
Reddy's"), Dr.
Reddy's and OctoPlus N.V. ("OctoPlus" or the "Company") pursuant to
Section 10,
paragraph  3 and  Section  18, paragraph  3 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. 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 (as defined below). 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. Dr. Reddy's launches the recommended Public Cash Offer for all the issued and outstanding ordinary shares of OctoPlus N.V. Highlights * The Offer is a public, all cash offer for all Shares at an offer price of EUR 0.52 (cum dividend) * The Executive Board and Supervisory Board of OctoPlus fully support and unanimously recommend the Offer * Shareholders holding in aggregate 62.4% of Shares have entered into irrevocable undertakings to tender their Shares under the Offer * The individual members of the Boards holding together 1.1% of the Shares have also agreed to an irrevocable undertaking to tender their Shares under the Offer * The Offer Period commences at 14 December 2012 at 09:00 CET and ends on 8 February 2013 at 18:00 CET, unless extended * OctoPlus convened an extraordinary general meeting of shareholders to discuss the Offer and the measures taken in respect of OctoPlus' equity decrease in accordance with Section 2:108a of the Dutch Civil Code to be held at 14.00 hours CET on 15 January 2013 at OctoPlus' headquarter in Leiden * The Offer shall be subject to the fulfilment or waiver of the Offer Conditions as set out in the Offer Memorandum which is made available on the websites of Dr. Reddy's and the Company as of today Hyderabad/Leiden, 13 December 2012 - With the publication of the Offer Memorandum today, Dr. Reddy's, the Offeror and OctoPlus hereby jointly announce that the Offeror is making an all cash public offer for all Shares at an offer price of EUR 0.52 (cum dividend) per Share. Introduction On 22 October 2012, Dr. Reddy's and OctoPlus jointly announced that they reached conditional agreement on the intended cash offer for all the issued and outstanding shares in the capital of OctoPlus by Dr. Reddy's (the "Joint Announcement"). Dr. Reddy's evaluated the capabilities of OctoPlus in drug formulation and fee- for-service contract manufacturing and believes that the existing drug formulation expertise of OctoPlus, using Microspheres and Liposomes, could address the capabilities required to meet its needs in complex injectable drug development. In addition, OctoPlus' ability to improve the formulations of both existing and new drugs is believed to be complementary to Dr. Reddy's existing capabilities. Dr. Reddy's believes all stakeholders will benefit from the Offer as it enables Dr. Reddy's to extend its expertise in drug formulation and injectables and OctoPlus to further develop as a research centre for complex injectables. In addition, it is the intention to further grow the fee-for-service business and to harness operational synergies arising from extensive collaboration between both organisations. Both parties aim to position OctoPlus as a stand-alone centre for drug formulation and injectables within the organisation of Dr. Reddy's. The Offer and Offer Price The Offer values 100% of the Shares at EUR 27.4 million and represents a premium of 30% over OctoPlus' closing price on the last trading day before the Joint Announcement and a premium of respectively 36%, 28% and 14% over OctoPlus' average closing price for the past three, six and twelve months prior to the Joint Announcement. The Offeror is making the Offer on the terms and subject to the conditions and restrictions set out in the offer memorandum dated 13 December 2012 (the "Offer Memorandum"). Shareholders should refer to the Offer Memorandum for all terms, conditions and restrictions to the Offer. For each Share validly tendered under the Offer (or defectively tendered under the Offer provided that such defect has been waived by the Offeror) and transferred (geleverd), and not validly withdrawn, subject to the Offeror declaring the Offer unconditional (gestanddoening), the Offeror offers a consideration of EUR 0.52 in cash (the "Offer Price"). The Offer Price is cum dividend. This means that the Offer Price includes any (interim) dividends and other distributions that may be declared or paid in respect of any Share in the period between the date of the Merger Protocol and the Settlement Date and the Offer Price will be decreased by the full amount (before any applicable withholding tax) paid or declared. At the date hereof, no dividends or distributions have been declared or paid since the date of the Merger Protocol and OctoPlus does not intend to pay or declare any such dividends or distributions. With reference to Section 7, paragraph 4 of the Decree, Dr. Reddy's announced in the Joint Announcement that it has sufficient funds available to complete the Offer and the financing of the Offer will not be subject to the consent of any third party and shall have no financing condition. Recommendation and Support OctoPlus' Executive Board and the Supervisory Board (together the "Boards") fully support and unanimously recommend Shareholders to tender their Shares under the Offer and to vote in favour of the governance related resolutions at the EGM (as defined below). After careful consideration, the Boards believe this transaction is in the best interests of the Company and its stakeholders including its Shareholders and employees. ABN AMRO Bank N.V. has, as independent advisor, issued a fairness opinion to the Boards, stating that the Offer Price is fair to the Shareholders from a financial point of view. OctoPlus has prepared a Position Statement as required by Section 18, paragraph 2 of the Decree which is made available as of today. Extraordinary General Meeting of Shareholders At 14.00 hours CET, on 15 January 2013 an extraordinary general meeting of shareholders of OctoPlus (the "EGM") will be held at OctoPlus' headquarters in Leiden, the Netherlands. At the EGM, the Offer will be discussed in accordance with Section 18, paragraph 1 of the Decree and certain governance related resolutions in connection with the Offer will be proposed to be adopted. In addition, the measures that were taken by OctoPlus in respect of the decrease of its equity will be discussed during the EGM in accordance with Section 2:108a of the Dutch Civil Code (Burgerlijk Wetboek, the "DCC"). Works Council The Works Council has been informed regarding the Offer. On the basis thereof, the Works Council has given its unconditional positive advice in respect of the Offer. To the extent that intended decisions regarding any future integration or restructuring will be subject to the Works Council's advice the proper procedures shall be followed pursuant to the Dutch Works Council Act (Wet op de ondernemingsraden) and in accordance with standard practice within OctoPlus. Irrevocable undertakings for in total 63.5% of the Shares In addition to the irrevocable undertakings announced in the joint press releases of Dr. Reddy's and OctoPlus of 22 October 2012 and 16 November 2012, funds managed by IPSA (formerly Innoven Partenaires S.A.) have signed an irrevocable undertaking to support and accept the Offer, subject to customary conditions. The combined shareholding of these funds represents approximately 4.9% of the Shares. As announced in the joint press releases of Dr. Reddy's and OctoPlus of 22 October 2012 and 16 November 2012, Onroerend Goed Beheer- en Beleggingsmaatschappij A. Van Herk B.V., LSP III Omni Investment Coöperatief U.A., Signet Healthcare Partners, L.L.C. SR One, Limited, J.J.M. Holthuis (the founder of OctoPlus) and his holding company Sodoro B.V. and N.V. Fagus (together with funds managed by IPSA jointly referred to as the "Committed Shareholders") have signed irrevocable undertakings to support and accept the Offer, subject to customary conditions. The combined shareholding of the Committed Shareholders represents 62.4% of the Shares. The Committed Shareholders shall tender their Shares against the Offer Price and against the terms and conditions of the Offer as set out in the Offer Memorandum. The Committed Shareholders did not receive any information in connection with the Offer other than contained in the Offer Memorandum. The individual members of the Boards holding together 1.1% of the Shares have also agreed to an irrevocable undertaking to tender their Shares under the Offer against the Offer Price and against the terms and conditions of the Offer as set out in the Offer Memorandum. To the best knowledge of the Offeror and OctoPlus, these members have not received any information that is relevant for the assessment of the Offer by Shareholders other than contained in the Offer Memorandum. Offer Period The Offer Period will commence at 09:00 hours CET, on 14 December 2012 and will expire on 8 February 2013 at 18:00 hours CET (the "Closing Date"), unless the Offer Period is extended in accordance with the terms of the Offer Memorandum and Section 15 of the Decree. If one or more of the Offer Conditions is not satisfied or waived at the Closing Date, the Offeror may extend the Offer Period. If all conditions to the Offer are satisfied or, where appropriate, waived, the Offeror will accept all Shares that have been validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and not previously properly withdrawn, in accordance with the procedures set out in the Offer Memorandum. Acceptance by Shareholders Shares held through Admitted Institutions The Shareholders who hold their Shares through an Admitted Institution are requested to make their acceptance known through their custodian, bank or stockbroker no later than 18:00 hours CET on the Closing Date, unless the Offer Period is extended in accordance with Section 5.5 (Extension) of the Offer Memorandum. The custodian, bank or stockbroker may set an earlier deadline for communication by Shareholders in order to permit the custodian, bank or stockbroker to communicate its acceptances to Kempen & Co. N.V. (the "Exchange Agent") in a timely manner. Admitted Institutions may tender the Shares for acceptance only to the Exchange Agent and only in writing. In submitting the acceptance, Admitted Institutions are required to declare that (i) they have the Tendered Shares in their administration, (ii) each Shareholder who accepts the Offer irrevocably represents and warrants that the Tendered Shares are being tendered in compliance with the restrictions set out in Sections 2 (Restrictions) and 3 (Important information) of the Offer Memorandum and (iii) they undertake to transfer these Tendered Shares to the Offeror prior to or ultimately on the Settlement Date, provided that the Offer has been declared unconditional (gestand wordt gedaan). Acceptance by holders of Shares individually recorded in OctoPlus' shareholders register Holders of Shares individually recorded in OctoPlus' shareholders register wishing to accept the Offer in respect of such Shares must deliver a completed and signed acceptance form to the Exchange Agent in accordance with the terms and conditions of the Offer, no later than 18:00 hours CET, on the Closing Date. The acceptance forms are available upon request from the Exchange Agent. The acceptance form will also serve as a deed of transfer (akte van levering) with respect to the Shares referenced therein. Extension of the Offer Period The Offeror may once extend the Offer Period if one or more of the Offer Conditions is not timely satisfied or waived. Extension for more than one period is subject to clearance of the AFM, which will only be given in exceptional circumstances. In addition, the Offer Period may be extended if the events referred to in Section 15, paragraphs 5 of 9 of the Decree, occur. If the Offer Period is extended, a public announcement to that effect shall be made no later than the third Business Day following the initial Closing Date, in accordance with the provisions of Article 15, paragraph 1 and paragraph 2 of the Decree. Such a public announcement shall contain the date to which the Offer Period is extended. In the event of an extension of the Offer Period, all references in the Offer Memorandum to 18:00 CET on the Closing Date shall, unless the context requires otherwise, be changed to the latest date and time to which the Offer Period is so extended. During an extension of the Offer Period, any Shares previously tendered and not withdrawn in accordance with Section 15 paragraph 3 of the Decree will remain subject to the Offer. Declaring the Offer unconditional (gestanddoening) The Offer will be subject to the satisfaction or waiver of the Offer Conditions as set out in Section 6.7 of the Offer Memorandum. If the Offeror wishes to (partly) waive one or more Offer Conditions, the Offeror will inform the Shareholders. No later than on the third Business Day following the Closing Date (the "Unconditional Date"), the Offeror will determine whether the Offer Conditions have been satisfied or waived, to the extent permitted by the Applicable Rules. In addition, the Offeror will announce on the Unconditional Date whether (i) the Offer is declared unconditional, (ii) the Offer Period will be extended in accordance with Section 15 of the Decree, or (iii) the Offer is terminated as a result of the Offer Conditions not having been satisfied or waived, all in accordance with Section 16 of the Decree. In the event that the Offer is not declared unconditional, the Offeror will explain such decision. Post Closing Acceptance Period (na-aanmeldingstermijn) In the event that the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), the Offeror shall, in accordance with Section 17 of the Decree, within three Business Days after declaring the Offer unconditional, publicly announce a Post Closing Acceptance Period (na-aanmeldingstermijn) of a maximum of two weeks to enable Shareholders who did not tender their Shares during the Offer Period to tender their Shares under the same terms and conditions as applicable to the Offer. The Post Closing Acceptance Period will start the Business Day following the day of announcement thereof. The Offeror will publicly announce the results of the Post Closing Acceptance Period and the total amount and total percentage of Shares held by it in accordance with Section 17, paragraph 4 of the Decree ultimately on the third Business Day following the last day of the Post Closing Acceptance Period. The Offeror shall continue to accept for payment all Shares validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) during such Post Closing Acceptance Period and shall pay for such Shares within five Business Days following the last day of the Post Closing Acceptance Period. During the Post Closing Acceptance Period, Shareholders have no right to withdraw Shares from the Offer, whether validly tendered during the Offer Period (or defectively tendered provided that such defect has been waived by the Offeror) or during the Post Closing Acceptance Period. Settlement of the Offer In the event that the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), Shareholders who have tendered and transferred (geleverd) their Shares for acceptance to the Offeror pursuant to the Offer on or prior to the Closing Date will receive the Offer Price in respect of each Tendered Share within five Business Days following the Unconditional Date, as of which moment dissolution or annulment of a Shareholder's tender or transfer (levering) shall not be permitted. Governance after the Offer After completion of the Offer and provided the requisite resolutions are adopted at the EGM, the Supervisory Board will be reduced from five to three members, of whom one will be independent and two of whom will be appointed upon designation by Dr. Reddy's. The three current members of the Executive Board have agreed to stay on for an interim period of 180 days following the Settlement Date. Liquidity, delisting and Post-Closing Measures The acquisition of the Shares by the Offeror pursuant to the Offer, among other things, will reduce the number of Shareholders and the number of Shares that might otherwise trade publicly. This could adversely affect the liquidity and market value of the Shares not tendered under the Offer. Subject to the Offer being declared unconditional (gestand wordt gedaan) and the Offeror acquiring 95% or more of the issued share capital of OctoPlus or on the basis of a Statutory Merger or an asset restructuring followed by dissolution of OctoPlus, the listing of the Shares on Euronext Amsterdam will be terminated as soon as possible. This will further adversely affect the liquidity of any Shares not tendered under the Offer. The Offeror reserves the right to use any permitted method to acquire 100% of the Shares. In the event that the Offeror (together with its group companies (groepsmaatschappijen)) holds 95% or more of the issued and outstanding share capital of OctoPlus following the Settlement Date, the Offeror will, as soon as possible, initiate squeeze-out proceedings (uitkoopprocedure) in accordance with Section 2:92a or 2:201a of the DCC or takeover squeeze-out proceedings in accordance with Section 2:359c of the DCC in order to acquire the remaining Shares not tendered and not held by the Offeror or OctoPlus. In addition, and regardless whether or not the Offeror after completion of the Offer would hold 95% of the Shares, the Offeror may wish to effect or cause to effect any other restructuring of the OctoPlus Group for the purpose of achieving an optimal operational, legal, financial and/or fiscal structure in accordance with the Applicable Rules and Dutch law in general, some of which may have the (side) effect of diluting the interest of any remaining minority Shareholders. Announcements Any announcement contemplated by the Offer Memorandum and in relation to the Offer will be issued by press release. Subject to any applicable requirements and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror will have no obligation to communicate any public announcement other than as described above. Offer Memorandum, Position Statement and further information The information in this press release is not intended to be complete and for further information explicit reference is made to the Offer Memorandum and the Position Statement. The Offer Memorandum contains the full details of the Offer. Shareholders are advised to review the Offer Memorandum and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgement in respect of the content of the Offer Memorandum, the Position Statement and the Offer itself. Digital copies of the Offer Memorandum are available on the website of OctoPlus (www.octoplus.nl) and Dr. Reddy's (www.drreddys.com). Copies of the Offer Memorandum are also available free of charge at the offices of OctoPlus and the Exchange Agent at the addresses mentioned below. The Dr. Reddy's and OctoPlus websites do not constitute a part of, and are not incorporated by reference into, the Offer Memorandum. Digital copies of the Position Statement and the other documents with respect to the EGM, including the agenda and explanatory notes thereto, are available on the website of OctoPlus (www.octoplus.nl). Copies of the Position Statement are also available free of charge at the offices of OctoPlus at the address mentioned below. OctoPlus N.V. Zernikedreef 12 2333 CL  Leiden The Netherlands Exchange Agent Kempen & Co N.V. Attn. Kempen Agency Services L3 Beethovenstraat 300 1077 WZ  Amsterdam The Netherlands Telefax: +31 (0)20 348 9549 E-mail: kas@kempen.nl Advisors Kempen & Co and IDFC Capital are acting as financial advisors and Linklaters LLP is acting as legal advisor to Dr. Reddy's in connection with the Offer. Loyens & Loeff N.V. is acting as legal counsel to OctoPlus and ABN AMRO Bank N.V. has provided the fairness opinion to OctoPlus. 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 USD 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. More information on Dr. Reddy's can be found on: 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. Important information 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 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/1664890/540133.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#1664890]


Press Information:




Contact Person:


Disclaimer: © 2014 Thomson Reuters. The press releases or report contained herein is protected by copyright and other applicable laws, treaties and conventions. Information contained in the releases is furnished by Thomson Reuters's, who warrant that they are solely responsible for the content, accuracy and originality of the information contained therein. All reproduction, other than for an individual user's personal reference, is prohibited without prior written permission.
Latest News
Read the Latest News
www.newsenvoy.com

 


Terms & Conditions | Privacy | About us | Contact PR-inside.com | BidVertiser