Dr. Reddy's Laboratories to request AFM approval for Offer Memorandum in connection with its Offer for OctoPlus N.V.
(Thomson Reuters ONE) -
This is a joint press release by Dr. Reddy's Laboratories Ltd. ("Dr. Reddy's")
and OctoPlus N.V. ("OctoPlus" or the "Company") pursuant to Section 7, paragraph
1 sub a of the Dutch Public Takeover Decree (Besluit openbare biedingen Wft) in
connection with the intended public offer by Dr. Reddy's, or a wholly owned
subsidiary of Dr. Reddy's, for all the issued and outstanding ordinary shares in
the capital of OctoPlus. This press release relates to the conditional agreement
between OctoPlus and Dr. Reddy's in connection with a potential public offer and
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. Any offer will be
made by means of the publication of an offer memorandum only. This announcement
is not for release, publication, dissemination, or distribution, in whole or in
part, in or into Canada and Japan.
Dr. Reddy's Laboratories to request AFM approval for Offer Memorandum in
connection with its Offer for OctoPlus N.V.
Hyderabad/Leiden, 16 November 2012 - On 22 October 2012, Dr. Reddy's (NYSE: RDY)
and OctoPlus (Euronext Amsterdam: OCTO) jointly announced that they have reached
conditional agreement in connection with an intended public offer by Dr.
Reddy's, or awholly owned subsidiary of Dr. Reddy's, for all issued and
outstanding ordinary shares in the capital of OctoPlus at an offer price of ?
0.52 (cum dividend) in cash (the "Offer Price") for each OctoPlus share (the
"Offer").
Dr. Reddy's and OctoPlus hereby announce that preparations for the Offer,
including preparations in respect of the offer memorandum for the Offer (the
"Offer Memorandum") and obtaining approval from the Netherlands Authority for
the Financial Markets (the "AFM") for the Offer Memorandum, are proceeding as
planned.
Update indicative timetable
Dr. Reddy's intends to submit a draft of the Offer Memorandum for approval to
the AFM as soon as reasonably practicable following this press release in the
coming days. Once the Offer Memorandum is approved by the AFM, the Offer will be
made by making the Offer Memorandum publicly available. It is currently expected
that the Offer will be launched mid December 2012. If launched, the Offer period
will run for at least eight weeks and no more than ten weeks, after which the
Offer may, if the Offer conditions are fulfilled or waived, be declared
unconditional or the Offer may be extended. Subject to the Offer conditions, if
and when the Offer is declared unconditional, there may be a post-closing
acceptance period of two weeks. Closing of the transaction is expected to occur
in Q1 2013.
The extraordinary meeting of shareholders of OctoPlus pursuant to Section 18
Paragraph 1 of the Dutch Public Takeover Decree (Besluit openbare biedingen Wft)
in which the Offer will be discussed and certain governance related resolutions
will be proposed to be adopted will, depending on the exact date of launch of
the Offer, take place around the end of January 2013. OctoPlus intends to
combine the extraordinary general meeting of shareholders of OctoPlus pursuant
to Section 2:108a of the Dutch Civil Code (Burgerlijk Wetboek) referred to in
the joint press release of Dr. Reddy's and OctoPlus of 22 October 2012 with the
aforementioned extraordinary general meeting of shareholders.
Further irrevocable undertakings
In addition to the irrevocable undertakings announced in the joint press release
of Dr. Reddy's and OctoPlus of 22 October 2012, Mr. J.J.M. Holthuis (the founder
of OctoPlus) and his holding company Sodoro B.V. and N.V. Fagus have signed
irrevocable undertakings to support and accept the Offer, subject to customary
conditions. The combined shareholding of these parties represents8.1% of the
issued and outstanding ordinary shares in OctoPlus.
The combined shareholding of all shareholders who have signed irrevocable
undertakings with Dr. Reddy's (the "Committed Shareholders") represents 57.5% of
the issued and outstanding shares in OctoPlus.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 have
not received any information in connection with the Offer that will not be
included in the Offer Memorandum.
In addition, as announced in the joint press release of Dr. Reddy's and OctoPlus
of 22 October 2012, the individual members of the Executive Board and
Supervisory Board of OctoPlus holding together 1.1% of the issued and
outstanding shares in OctoPlus have also agreed to an irrevocable undertaking to
tender their shares under the Offer.
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(at)drreddys.com
Saunak Savla: telephone number +91-40-49002135 or send an e-mail
tosaunaks(at)drreddys.com
Milan Kalawadia (USA): telephone number +1 908-203-4931 or send an e-mail to
mkalawadia(at)drreddys.com
For Media:
S Rajan: telephone number +91-40-49002445 or send an e-mail
torajans(at)drreddys.com
OctoPlus
For further information about OctoPlus, please contact Investor Relations:
telephone number +31 (71) 5241061 or send an e-mail to Investor Relations at
IR(at)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 OctoPlus 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 OctoPlus 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 OctoPlus
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 OctoPlus 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 OctoPlus 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, OctoPlus 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:
http://hugin.info/137076/R/1658629/536793.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#1658629]
Unternehmensinformation / Kurzprofil:
Datum: 16.11.2012 - 04:46 Uhr
Sprache: Deutsch
News-ID 204483
Anzahl Zeichen: 14284
contact information:
Town:
Leiden
Kategorie:
Business News
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Die Pressemitteilung mit dem Titel:
"Dr. Reddy's Laboratories to request AFM approval for Offer Memorandum in connection with its Offer for OctoPlus N.V."
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