Innocoll Announces Proxy Statement Mail-Out to Shareholders

ID: 1504388
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(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

12 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 despatch of Definitive Proxy Statement and details of
Scheme Meeting

ATHLONE, Ireland, May 12, 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 its wholly owned subsidiary Lough Ree Technologies Limited ("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 it has today mailed to Innocoll Shareholders a proxy
statement, which also constitutes a scheme circular, relating to the Acquisition


(the "Definitive Proxy Statement"). The Definitive Proxy Statement sets out,
amongst other things, the full terms and conditions of the Acquisition,
information required under Section 452 of the Companies Act 2014, an expected
timetable of principal events and details of the action to be taken by Innocoll
Shareholders.

Furthermore, notices convening the scheme meeting (the "Scheme Meeting") and the
related extraordinary general meeting are contained in the Definitive Proxy
Statement. 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 Shareholders should carefully read the Definitive Proxy Statement in
its entirety before making a decision with respect to the Acquisition. Innocoll
Shareholders are strongly urged to complete, sign and return the proxy cards
enclosed with the Definitive Proxy Statement as soon as possible. Innocoll
Shareholders whose shares are held in "street name" should instruct their
brokerage firm, bank, dealer or other similar organisation how to vote using the
voting instruction form provided by such brokerage firm, bank, dealer or other
similar organisation.

ENQUIRIES

Innocoll Holdings plc

Anthony Zook, Chief Executive Officer
TZook(at)innocoll.com

Cautionary Statement Regarding Forward-Looking Statements

Certain statements included in this document 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 the Company 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 the Company
and discussions of Gurnet Point''s, Gurnet Bidco''s or the Company''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 the Company are based upon information known to the
Company on the date of this document. Except as expressly required by law,
Gurnet Point, Gurnet Bidco and the Company disclaim any intent or obligation to
update or revise these forward-looking statements. None of Gurnet Point, Gurnet
Bidco or the Company 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 the Company 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 the Company may make directly to you or through
reports that any of Gurnet Point, Gurnet Bidco or the Company, in the future,
may file with the SEC. Unless otherwise indicated, the information in this
document is as of May 12, 2017.

Important Additional Information about the Acquisition and Where to Find It

The Company, 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 12, 2017, the Company filed the Definitive Proxy
Statement with the SEC and began mailing the Definitive Proxy Statement to
Innocoll Shareholders. The Company may also file other documents with the SEC
regarding the Acquisition. SECURITYHOLDERS 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 THE COMPANY, 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 the Company 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 the Company at www.innocoll.com.

Participants in the Solicitation

The Company, 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 the Company 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 the Company 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 the Company''s directors
and executive officers is contained in Amendment No. 1 to the Company''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 the
Company''s participants in the solicitation, which may, in some cases, be
different than those of the Company''s shareholders generally is contained in the
Company''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 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.

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 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






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Date: 05/12/2017 - 17:42
Language: English
News-ID 1504388
Character count: 3122
Kontakt-Informationen:
Firma: Innocoll Holdings plc
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Stadt: Athlone
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