Innocoll and Gurnet Point Announcement relating to the Scheme becoming Effective
(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
24 July 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, 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 the scheme becoming effective
ATHLONE, Ireland, July 24, 2017 (GLOBE NEWSWIRE) -- Innocoll Holdings plc
("Innocoll" or the "Company") and Gurnet Point L.P. (acting through its general
partner, Waypoint International GP LLC) ("Gurnet Point") today announce the
completion of the acquisition of Innocoll by Gurnet Point through its wholly
owned subsidiary Lough Ree Technologies Limited ("Gurnet Bidco") by means of a
scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act 2014
(the "Scheme") which took effect today (the "Acquisition").
Christopher Viehbacher, Managing Partner of Gurnet Point Capital said, "Gurnet
Point is pleased to announce that its acquisition of Innocoll is now effective.
We are excited by the prospect of helping to develop and bring XaraColl to the
market and we look forward to assisting with the re-submission of XaraColl for
FDA approval and preparing for its commercialization."
Tony Zook, Chief Executive Officer of Innocoll said, "We were pleased to receive
such a strong showing of shareholder support which enabled us to complete the
acquisition of Innocoll by Gurnet Point, and are looking forward to working
closely with our colleagues at Gurnet to successfully file, and ultimately
commercialize XaraColl in the US market."
Despatch of cheques in respect of the Cash Consideration to be paid pursuant to
the Scheme and the recording of the CVR Consideration in the initial register of
CVRs will occur by 7 August 2017.
In connection with the completion of the Acquisition, Innocoll's ordinary shares
ceased to be publicly traded on the NASDAQ as of the close of market 21 July
2017 and the listing was suspended before the market opened today.
For further information please contact:
Innocoll Holdings plc
Anthony Zook, Chief Executive Officer
TZook(at)innocoll.com
Cautionary Statement Regarding Forward-Looking Statements
Certain statements included in this announcement are forward-looking and involve
risks and uncertainties that could cause actual results to differ materially
from those expressed or implied by such forward-looking statements. Forward-
looking statements can typically be identified by the use of forward-looking
terminology, such as "expects", "believes", "may", "will", "could", "should",
"intends", "plans", "predicts", "envisages", "estimates", "forecast", "outlook",
"guidance", "possible", "projects", "potential" or "anticipates" or other
similar words and expressions and include, without limitation, any projections
relating to results of operations and financial conditions of either Gurnet
Point, Gurnet Bidco or Innocoll and their respective subsidiary undertakings
from time to time, as well as plans and objectives for future operations,
expected future revenues, financing plans, expected expenditures, expected
synergies and divestments relating to Gurnet Point, Gurnet Bidco or Innocoll and
discussions of Gurnet Point's, Gurnet Bidco's or Innocoll's business plans. All
forward-looking statements in this document made by Gurnet Point and / or Gurnet
Bidco are based upon information known to Gurnet Point and / or Gurnet Bidco on
the date of this document and all forward-looking statements in this document
made by Innocoll are based upon information known to Innocoll on the date of
this document. Except as expressly required by law, Gurnet Point, Gurnet Bidco
and Innocoll disclaim any intent or obligation to update or revise these
forward-looking statements. None of Gurnet Point, Gurnet Bidco or Innocoll
undertake any obligation to update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise, save as may
be required by law. Although none of Gurnet Point, Gurnet Bidco or Innocoll
undertake any obligation to revise or update any forward-looking statements,
whether as a result of new information, future events or otherwise, you are
advised to consult any additional disclosures that any of Gurnet Point, Gurnet
Bidco or Innocoll may make directly to you or through reports that any of Gurnet
Point, Gurnet Bidco or Innocoll, in the future, may file with the Securities and
Exchange Commission ("SEC"). Unless otherwise indicated, the information in this
document is as of July 24, 2017.
It is not reasonably possible to itemize all of the many factors and specific
events that could cause the forward-looking statements in this document to be
incorrect or could otherwise have a material effect on the future operations or
results of the Company. Further information on the primary risks of the business
and the risk management of the Company is contained in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2016, which is filed
with the SEC.
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. ("Piper Jaffray"), which is a securities broker-dealer
registered with the U.S. SEC and subject to regulation by the SEC and the
Financial Industry Regulatory Authority, 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.
No Offer or Solicitation
This announcement is not intended to, and does not, constitute or form part of
any offer to purchase, sell, subscribe for, exchange or otherwise dispose of, or
the solicitation of an offer to purchase, sell, subscribe for, exchange or
dispose of, or an invitation to purchase, sell, subscribe for, exchange or
otherwise dispose of, 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, invitation 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 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 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 Innocoll, 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 Innocoll 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 Innocoll 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 Gurnet Point website at www.gurnetpointlpoffer.com and 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. The
contents of Gurnet Point website, 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: 24.07.2017 - 15:26 Uhr
Sprache: Deutsch
News-ID 553576
Anzahl Zeichen: 12461
contact information:
Town:
Athlone
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 231 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Innocoll and Gurnet Point Announcement relating to the Scheme becoming Effective"
steht unter der journalistisch-redaktionellen Verantwortung von
Innocoll Holdings plc (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
