Dr. Reddy’s Holds 98.6% of the Shares in OctoPlus after the Post Closing Acceptance Period
This is a joint press release by Reddy Netherlands B.V. (the “Offeror”),
a wholly owned subsidiary of Dr. Reddy's Laboratories Ltd. (“Dr.
Reddy's”), Dr. Reddy’s and OctoPlus N.V. (“OctoPlus” or the “Company”)
pursuant to Section 17, paragraph 4 of the Dutch Public Takeover Decree (Besluit
openbare biedingen Wft, the “Decree”) in connection with the
recommended public offer (the “Offer”) by the Offeror for all the issued
and outstanding ordinary shares in the capital of OctoPlus (the
“Shares”).
This press release 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. The Offer is only made by means of the Offer Memorandum (as
defined below). This announcement is not for release, publication,
dissemination, or distribution, in whole or in part, in or into Canada
and Japan. Capitalised terms not defined in this press release shall
have the meaning given thereto in the Offer Memorandum.
With reference to the joint press releases of Dr. Reddy’s (NYSE: RDY)
and OctoPlus (NYSE Euronext Amsterdam: OCTO), issued on 22 October 2012,
13 December 2012 and 12 February 2013, respectively, the Offeror and
OctoPlus hereby jointly announce that the Offeror holds 98.6% of the
Shares after the Post Closing Acceptance Period.
Results Post Closing Acceptance Period
During the Post Closing Acceptance Period, which ended at 18.00 hours
CET on 26 February 2013, 2,746,658 Shares, representing 5.2% of the
Shares and a value of EUR 1,428,262.16, have been tendered for
acceptance under the Offer.1
As a result the Offeror’s shareholding is composed as follows:
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Number of Shares
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Percentage of Shares
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Shares tendered under the Post Closing Acceptance Period
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2,746,658
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5.2%
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Shares acquired during the Post Closing Acceptance Period
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387,750
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0.7%
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Shares tendered and acquired by the Offeror during the Offer Period
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48,808,638
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92.7%
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Total Shares tendered and acquired
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51,943,046
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98.6%
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The 48,808,638 Shares held by the Offeror at the end of the Offer
Period, together with the Shares tendered under the Post Closing
Acceptance Period and the Shares acquired during under the Post Closing
Acceptance Period, represent a total of 98.6% of the Shares.
Settlement
The Shareholders who have validly tendered (or defectively tendered
provided that such defect has been waived by the Offeror) and
transferred (geleverd) their Shares for acceptance to the Offeror
during the Post Closing Acceptance Period will receive the Offer Price
in respect of each Tendered Share on Monday, March 4th, 2013.
Consequences of the Offer
The acquisition of Shares by the Offeror pursuant to the Offer and
outside the Offer will, among other things, reduce the number of
Shareholders and the number of Shares that might otherwise be traded
publicly, and (i) will thus adversely affect the liquidity and (ii) may
affect the market value of the remaining Shares.
As a result of the acquisition of more than 95% of the Shares by the
Offeror, the Offeror and OctoPlus will jointly request NYSE Euronext
Amsterdam to terminate the listing and trading of the Shares on NYSE
Euronext Amsterdam as soon as possible
As long as the Shares remain listed on Euronext Amsterdam, OctoPlus
shall continue to comply with the Dutch Corporate Governance Code except
for (i) current deviations from the code and (ii) deviations from the
code that find their basis in the Merger Protocol, in accordance with
the “explain” requirement in respect of such deviations.
In the event that OctoPlus or any merging entity will no longer be
listed and its Shares will no longer be publicly traded, the provisions
applicable to the governance of listed companies will no longer apply
and the rights of remaining minority Shareholders may be limited to the
statutory minimum.
Squeeze-out proceedings
The Offeror intends to acquire all the remaining Shares. In order to
achieve this, the Offeror will, as soon as possible, initiate a takeover
squeeze-out procedure in accordance with article 2:359c of the Dutch
Civil Code or a statutory squeeze-out procedure in accordance with
article 2:92a or 2:201a of the Dutch Civil Code. In addition, the
Offeror may pursue one or more of the measures referred to in Section
6.11.3 of the Offer Memorandum.
Offer Memorandum, Position Statement and further information
Shareholders are advised to review the Offer Memorandum and the Position
Statement in detail and to seek independent advice, where appropriate,
in order to reach a reasoned judgement in respect of the content of the
Offer Memorandum, the Position Statement and the Offer itself.
Digital copies of the Offer Memorandum are available on the websites of
OctoPlus (www.octoplus.nl)
and Dr. Reddy’s (www.drreddys.com).
Copies of the Offer Memorandum are also available free of charge at the
offices of OctoPlus and the Exchange Agent at the addresses mentioned
below. The Dr. Reddy’s and OctoPlus websites do not constitute a part
of, and are not incorporated by reference into, the Offer Memorandum.
Digital copies of the Position Statement and the other documents with
respect to the EGM, including the agenda and explanatory notes thereto
and the voting results, are available on the website of OctoPlus (www.octoplus.nl).
Copies of the Position Statement are also available free of charge at
the offices of OctoPlus at the address mentioned below.
OctoPlus N.V.
Zernikedreef 12
2333 CL Leiden
The
Netherlands
Exchange Agent
Kempen & Co N.V.
Attn. Kempen Agency
Services L3
Beethovenstraat 300
1077 WZ Amsterdam
The
Netherlands
Telefax: +31 (0)20 348 9549
E-mail: kas@kempen.nl
Advisors
Kempen & Co and IDFC Capital are acting as financial advisors and
Linklaters LLP is acting as legal advisor to Dr. Reddy's in connection
with the Offer.
Loyens & Loeff N.V. is acting as legal advisor to OctoPlus and ABN AMRO
Bank N.V. has provided the fairness opinion to OctoPlus.
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 USD 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. More information on Dr. Reddy’s can be found on: 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 Amsterdam
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@drreddys.com
Saunak Savla: telephone number +91-40-49002135 or send an e-mail to saunaks@drreddys.com
Milan Kalawadia (USA): telephone number +1 908-203-4931 or send an
e-mail to mkalawadia@drreddys.com
For Media:
S Rajan: telephone number +91-40-49002445 or send an e-mail to rajans@drreddys.com
OctoPlus
For further information about OctoPlus, please contact Investor
Relations: telephone number +31 (71) 524 1061 or send an e-mail to
Investor Relations at IR@octoplus.nl.
Important information
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 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 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 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 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 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, Shares outside of the United
States, other than pursuant to the Offer, during the period in which the
Offer remains open for acceptance or thereafter. 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 by press release, to
the extent required.
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.
1 The Company does not hold any Shares in treasury.