Innocoll Holdings Announces Statement re: Possible Offer
(Thomson Reuters ONE) -
ATHLONE, Ireland, March 16, 2017 (GLOBE NEWSWIRE) -- The Board of Innocoll
Holdings plc ("Innocoll" or the "Company") (NASDAQ:INNL) notes anomalous
movements in Innocoll's share price this week and confirms that it is in
discussions which may or may not lead to an offer for the entire issued share
capital of the Company.
Management has been investigating and continues to investigate strategic options
for the Company to maximise shareholder value. There can be no certainty that
this will lead to an offer for Innocoll or any of its share capital nor as to
the terms on which an offer, if any, might be made. The Company has participated
in a Type A meeting with the United States Food and Drug Administration ("FDA")
regarding the re-submission to the FDA for approval of XARACOLL. It expects to
receive the minutes of the Type A meeting before the end of March and will make
a further announcement at that time.
A further announcement will be made when appropriate.
ENQUIRIES
Innocoll Holdings plc
Jose (Pepe) Carmona, Chief Financial Officer
pcarmona(at)innocoll.com
Piper Jaffray & Co
Peter Day, Managing Director
Peter.c.day(at)pjc.com
Peter Lombard, Managing Director
peter.a.lombard(at)pjc.com
Michael Burton-Williams, Principal
michael.g.burton-williams(at)pjc.com
Further Information
1. This announcement is not intended to, and does not, constitute or form
part of (1) an offer or invitation to purchase or otherwise acquire,
subscribe for, tender, exchange, sell or otherwise dispose of any
securities, (2) the solicitation of an offer or invitation to purchase
or otherwise acquire, subscribe for, tender, exchange, sell or otherwise
dispose of any securities, or (3) the solicitation of any vote or
approval in any jurisdiction, pursuant to this announcement or
otherwise.
2. The distribution of this announcement in, into, or from, certain
jurisdictions other than Ireland and the United States may be restricted
or affected by the laws of those jurisdictions. Accordingly, copies of
this announcement are not being, and must not be, mailed or otherwise
forwarded, distributed or sent in, into, or from any such jurisdiction.
Therefore persons who receive this announcement (including without
limitation nominees, trustees and custodians) and are subject to the
laws of any jurisdiction other than Ireland and the United States who
are not resident in Ireland or the United States will need to inform
themselves about, and observe any applicable restrictions or
requirements. Any failure to do so may constitute a violation of the
securities laws of any such jurisdiction.
3. Additional Notice to US Investors
This announcement is not intended to, and does not, constitute or form
part of any offer, invitation or the solicitation of an offer to
purchase, otherwise acquire, subscribe for, tender, exchange, sell or
otherwise dispose of, any securities, or the solicitation of any vote or
approval in any jurisdiction, nor will there be any acquisition or
disposition of the securities referred to in this announcement in any
jurisdiction in contravention of applicable law or regulation.
4. Responsibility Statement
4.1.1 The Directors of the Company accept responsibility for the
information contained in this announcement. To the best of
their knowledge and belief (having taken all reasonable care to
ensure that such is the case), the information contained in this
announcement for which they take responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
4.1.2 Piper Jaffray & Co. ("Piper Jaffray"), which is a securities
broker-dealer registered with the U.S. Securities and Exchange
Commission ("SEC") and subject to regulation by the SEC and the
Financial Industry Regulatory Authority ("FINRA"), is acting as
financial adviser exclusively for Innocoll 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 Innocoll 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.
5. Forward-looking Statements
5.1.1 This announcement may include certain "forward looking
statements" with respect to the business, strategy and plans of
Innocoll and its expectations relating to Innocoll's future
financial condition and performance. Statements that are not
historical facts, including statements about Innocoll or
Innocoll's belief and expectation, are forward looking
statements. Words such as "believes", "anticipates",
"estimates", "expects", "intends", "aims", "potential", "will",
"would", "could", "considered" and "likely", and variations of
these words and similar future or conditional expressions are
intended to identify forward-looking statements but are not the
exclusive means of identifying such statements. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend upon future
circumstances that may or may not occur.
5.1.2 Forward-looking statements only speak as of the date on which
they are made, and the events discussed in this announcement may
not occur. Subject to compliance with applicable law and
regulation, Innocoll is not under any obligation to update
publicly or revise forward looking statements, whether as a
result of new information, future events or otherwise.
6. Rule 8 - Dealing Disclosure Requirements
6.1.1 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 pm (Irish time) on the
"business day" following the date of the relevant transaction.
This requirement will continue until the date on which the
"offer period" ends. If two or more persons co-operate 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.
6.1.2 A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed can be
found on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
6.1.3 "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.
6.1.4 Terms in quotation marks are defined in the Irish Takeover
Rules, which can be found on the Irish Takeover Panel's website.
6.1.5 If you are in any doubt as to whether or not 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 Irish Takeover Panel on telephone number +353 (0)1
678 9020; fax number +353 (0)1 678 9289.
7. Rule 2.10 - Relevant Securities in Issue
7.1.1 In accordance with Rule 2.10 of the Irish Takeover Panel Act,
1997, Takeover Rules 2013, Innocoll confirms that, as of 13
March 2017, its issued share capital is comprised of 29,748,239
ordinary shares of $0.01 each (the "Ordinary Shares"). The
Ordinary Shares are admitted to trading on NASDAQ under the
ticker symbol INNL. The International Securities Identification
Number for these securities is IE00BYZZ0V87.
7.1.2 Innocoll confirms that as of 15 March 2017, there were (i)
options to subscribe for and restricted stock units in respect
of, outstanding in each case under Innocoll's 2016 Omnibus
Equity Incentive Compensation Plan, an aggregate number of
2,711,359 Ordinary Shares, (ii) options outstanding to subscribe
for an aggregate number of 1,103,005 Ordinary Shares under the
Innocoll Amended and Restated 2015 Stock Option Plan; and (ii)
options outstanding to subscribe for 328,388 Ordinary Shares
under individual option agreements.
7.2 No Profit Forecast / Asset Valuations
No statement in this announcement constitutes a profit forecast for any
period, nor should any statement be interpreted to mean that earnings or
earnings per share will necessarily be greater or lesser than those for
the relevant preceding financial periods for Innocoll as appropriate.
No statement in this announcement constitutes an asset valuation.
8. Contact details
Piper Jaffray & Co.
Peter Day, Managing Director
peter.c.day(at)pjc.com
Peter Lombard, Managing Director
peter.a.lombard(at)pjc.com
Michael Burton-Williams, Principal
michael.g.burton-williams(at)pjc.com
WF-18749527-8
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
Datum: 16.03.2017 - 18:24 Uhr
Sprache: Deutsch
News-ID 530763
Anzahl Zeichen: 13001
contact information:
Town:
Athlone
Kategorie:
Business News
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