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
30 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, 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 despatch of Rule 15
Proposals
ATHLONE, Ireland, May 30, 2017 (GLOBE
NEWSWIRE) -- Gurnet Point L.P. (acting through its general partner,
Waypoint International GP LLC) ("Gurnet Point") and Innocoll Holdings plc
(NASDAQ:INNL) ("Innocoll") announced today that in relation to
Gurnet Point's proposed acquisition of Innocoll through its wholly
owned subsidiary, Lough Ree Technologies Limited ("Gurnet Bidco"), previously
announced on April 4, 2017, Gurnet Bidco and Innocoll have jointly
despatched proposals to the holders of convertible securities of
Innocoll in accordance with the requirements of Rule 15 of the
Irish Takeover Rules (the "Rule 15 Proposals").
The Rule 15 Proposals are being made
available for inspection
on www.gurnetpointlpoffer.com and
on www.innocoll.com in accordance with Rule 26 of the
Irish Takeover Rules. For the avoidance of doubt, the content
of such websites is not incorporated into, and does not form part
of, this announcement.
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 SEC. Unless otherwise indicated,
the information in this document is as of May 30, 2017.
Important Additional Information about the Acquisition and
Where to Find It
Innocoll, Gurnet Point and Gurnet
Bidco are parties to a Transaction Agreement, dated April 4, 2017
(the "Transaction
Agreement"). In connection with the Acquisition,
on May 11, 2017, Innocoll filed the Definitive Proxy Statement with
the SEC and on May 12, 2017, began mailing the Definitive Proxy
Statement to Innocoll Shareholders. Innocoll may also file
other documents with the SEC regarding the Acquisition.
SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
(INCLUDING THE SCHEME DOCUMENT) AND OTHER RELEVANT DOCUMENTS FILED
OR TO BE FILED WITH THE SEC AS WELL, AS ANY AMENDMENTS OR
SUPPLEMENTS, THERETO CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT INNOCOLL, THE
ACQUISITION AND RELATED MATTERS. Security holders may obtain
free copies of the Definitive Proxy Statement (including the Scheme
Document) and other documents filed by Innocoll with the SEC
at www.sec.gov. In addition, investors and shareholders may
obtain free copies of the Definitive Proxy Statement (including the
Scheme Document) as well as other documents filed by Innocoll
at www.innocoll.com.
Participants in the Solicitation
Innocoll, Gurnet Point and Gurnet
Bidco and certain of their respective directors and executive
officers and employees may be considered participants in the
solicitation of proxies from the shareholders of Innocoll in
respect of the transactions contemplated by the Scheme Document /
Definitive Proxy Statement. Information regarding the persons
who may, under the rules of the SEC, be deemed participants in the
solicitation of the shareholders of Innocoll in connection with the
proposed transactions, including a description of their direct or
indirect interests, by security holdings or otherwise, are set
forth in the Definitive Proxy Statement. Information
regarding Innocoll's directors and executive officers is contained
in Amendment No. 1 to Innocoll's Annual Report on Form 10-K for the
fiscal year ended December 31, 2016 (the "Form 10-K/A"), which is filed
with the SEC. Information concerning the interests of
Innocoll's participants in the solicitation, which may, in some
cases, be different than those of Innocoll's shareholders generally
is contained in Innocoll's Form 10-K/A as well as the Definitive
Proxy Statement, which have been filed with the SEC.
Statements Required by the Irish Takeover
Rules
The directors of Gurnet Bidco and the
managers of Waypoint International GP LLC (in its capacity as
general partner of Gurnet Point) ("Waypoint") accept responsibility for the
information contained in this announcement, other than the
information relating to Innocoll, the Innocoll Group and the
Innocoll Directors and members of their immediate families, related
trusts and persons connected with them, for which the Innocoll
Directors accept responsibility. To the best of the knowledge
and belief of the directors of Gurnet Bidco and the managers of
Waypoint (in its capacity as general partner of Gurnet Point) (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.
The Innocoll Directors accept
responsibility for the information contained in this announcement
relating to Innocoll, the Innocoll Group and the Innocoll Directors
and members of their immediate families, related trusts and persons
connected with them, except for statements made by Gurnet Point and
Gurnet Bidco in respect of Innocoll. To the best of the
knowledge and belief of the Innocoll 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.
Evercore Partners International LLP
("Evercore"),
which is authorized and regulated in the United Kingdom by the
Financial Conduct Authority, is acting as Financial Adviser
exclusively for Gurnet Point and Gurnet Bidco and no one else in
connection with the Acquisition and the other matters referred to
in this announcement, and will not regard any other person as its
client in relation to the Acquisition and the other matters
referred to in this announcement and will not be responsible to
anyone other than Gurnet Point and / or Gurnet Bidco for providing
the protections afforded to clients of Evercore, nor for providing
advice in relation to the Acquisition or other matters referred to
in this announcement. Neither Evercore nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Evercore in connection with this
announcement, any statement contained herein or otherwise.
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, 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.
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.