Innocoll Announces Scheme Meeting Details
(Thomson Reuters ONE) -
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
FOR IMMEDIATE RELEASE
10 May 2017
RECOMMENDED OFFER
FOR
INNOCOLL HOLDINGS PLC
BY
GURNET POINT L.P. ACTING THROUGH ITS GENERAL PARTNER WAYPOINT INTERNATIONAL GP
LLC
(through Lough Ree Technologies Limited ("Gurnet Bidco"), its wholly owned
subsidiary)
to be implemented by means of a scheme of arrangement
under Chapter 1 of Part 9 of the Irish Companies Act 2014
Announcement relating to convening of Scheme Meeting
ATHLONE, Ireland, May 10, 2017 (GLOBE NEWSWIRE) -- On April 4, 2017, Innocoll
Holdings plc, a public limited company incorporated in Ireland ("Innocoll" or
the "Company") and Gurnet Point L.P. (acting through its general partner
Waypoint International GP LLC) ("Gurnet Point") announced that they had reached
agreement on the terms of a recommended offer to be made by Gurnet Point,
through Gurnet Bidco, for the entire issued and to be issued ordinary share
capital of the Company (the "Acquisition"). As outlined in that announcement,
the Acquisition is to be implemented by means of a scheme of arrangement under
Chapter 1 of Part 9 of the Irish Companies Act of 2014.
Innocoll announces that earlier today the High Court of Ireland made an order
directing that the Scheme Meeting be convened and notes that details in relation
to the date, time and place of the Scheme Meeting and related Extraordinary
General Meeting are as set out below.
The Scheme Meeting and the Extraordinary General Meeting will commence at 2.00
p.m. and 2.10 p.m. (or, if later, as soon thereafter as the Scheme Meeting shall
have been concluded or adjourned), respectively, on June 28, 2017 at 6th Floor,
2 Grand Canal Square, Dublin 2, Ireland. All references to time in this
announcement are to Dublin time.
Innocoll expects to publish and mail to Innocoll Shareholders a scheme circular
relating to the Acquisition (the "Definitive Proxy Statement") in the coming
days.
ENQUIRIES
Innocoll Holdings plc
Anthony Zook, Chief Executive Officer
TZook(at)innocoll.com
Statements Required by the Irish Takeover Rules
The Company's Directors accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the Company's
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Piper Jaffray & Co., which is a securities broker-dealer registered with the
U.S. Securities and Exchange Commission and subject to regulation by the SEC and
the Financial Industry Regulatory Authority ("FINRA"), is acting as financial
adviser exclusively for the Company 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 the Company 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.
This announcement is not intended to, and does not, constitute an offer to
purchase, sell, subscribe for or exchange, or the solicitation of an offer to
purchase, sell, subscribe for or exchange or an invitation to purchase, sell,
subscribe for or exchange any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or otherwise, to or
from any person to whom it is unlawful to make any such offer or solicitation in
such jurisdiction nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law. This
announcement does not constitute a prospectus or an equivalent document.
Rule 8 Dealing Disclosure Requirements
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 the Company, all 'dealings' in any 'relevant
securities' of the Company (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 p.m. (New York time) on the 'business day'
following the date of the relevant transaction. This announcement will continue
until the date on which the 'offer period' ends. If two or more persons
cooperate on the basis of any agreement, either express or tacit, either oral or
written, to acquire an 'interest' in 'relevant securities' of the Company, they
will be deemed to be a single person for the purpose of Rule 8.3 of the Irish
Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules, all 'dealings' in
'relevant securities' of the Company by Gurnet Point or Gurnet Bidco or by any
party acting in concert with any of them, must also be disclosed by no later
than 11:59 a.m.(New York time) on the 'business day' following the date of the
relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, can be found on the Panel's website
at www.irishtakeoverpanel.ie.
'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.
Terms in quotation marks are defined in the Irish Takeover Rules, which can be
found on the Irish Takeover Panel's website. If you are in any doubt as to
whether 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 Panel
on telephone number +353 1 678 9020 or fax number +353 1 678 9289.
General
Certain capitalized words used in this announcement and not herein defined have
the meanings given to such words in the Rule 2.5 Announcement dated April
4, 2017 issued by the Company and Gurnet Point (the "Rule 2.5 Announcement").
The bases and sources set out in the Rule 2.5 Announcement have been used in
this announcement, unless otherwise stated or the context otherwise requires.
A copy of this announcement will be available, free of charge (subject to
certain restrictions relating to persons resident in Restricted Jurisdictions)
on the Innocoll website at www.innocoll.com by no later than 12.00 p.m. on the
business day following this announcement and throughout the course of the
Acquisition. Neither the contents of Innocoll website nor the contents of any
other website accessible from hyperlinks are incorporated into, or form part of,
this announcement.
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
Unternehmensinformation / Kurzprofil:
Datum: 10.05.2017 - 22:30 Uhr
Sprache: Deutsch
News-ID 541717
Anzahl Zeichen: 8810
contact information:
Town:
Athlone
Kategorie:
Business News
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