Innocoll and Gurnet Point Announce Dispatch of Rule 15 Proposals

ID: 1506591
recent pressrelease next pressrelease

(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

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.

ENQUIRIES

Innocoll Holdings plc

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




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






More information:
https://www.paztoraeugenia.com/ http://www.touristtube.com/Things-to-do-in-Sydney http://www.touristtube.com/Things-to-do-in-Canada http://www.touristtube.com/Things-to-do-in-Mexico http://www.tgsnopec.no/ http://www.touristtube.com/Things-to-do-in-Florid



Keywords (optional):



Company information / Profile:

PressRelease by

Requests:



PressContact / Agency:



published by: hugin
print pressrelease  send to a friend  

Date: 05/30/2017 - 16:03
Language: English
News-ID 1506591
Character count: 2163
Kontakt-Informationen:
Firma: Innocoll Holdings plc
Ansprechpartner: Feedback to businesspress24.com about Pressrelease-id:
Stadt: Athlone
Telefon:

Meldungsart:
Versandart:
Freigabedatum:
Comments:



Number of hits: 111

Linking-Tips:



Direct Link to this PressRelease:






We would appreciate a link in your News-, Press- or Partner-Site.

Comments on this PressRelease






All members: 9 338
Register today: 0
Register yesterday: 6
Members online: 0
Guests online: 53


Don't have an account yet? You can create one. As registered user you have some advantages like theme manager, comments configuration and post comments with your name.