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 and OctoPlus N.V. ("OctoPlus" or the "Company") pursuant to
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
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.
* 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 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
* 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.
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
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
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.
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
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
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
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").
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
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
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
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
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
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
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
2333 CL Leiden
Kempen & Co N.V.
Attn. Kempen Agency Services L3
1077 WZ Amsterdam
Telefax: +31 (0)20 348 9549
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
OctoPlus is listed on Euronext Amsterdam by NYSE Euronext under the symbol OCTO.
More information about OctoPlus can be found on: www.octoplus.nl
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
Saunak Savla: telephone number +91-40-49002135 or send an e-mail to
Milan Kalawadia (USA): telephone number +1 908-203-4931 or send an e-mail to
S Rajan: telephone number +91-40-49002445 or send an e-mail to
For further information about OctoPlus, please contact Investor Relations:
telephone number +31 (71) 524 1061 or send an e-mail to Investor Relations at
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.
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.
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Source: OctoPlus N.V. via Thomson Reuters ONE