The Board of Innocoll Holdings plc (“Innocoll” or the “Company”)
(NASDAQ:INNL) notes anomalous movements in Innocoll’s share price
this week and confirms that it is in discussions which may or may
not lead to an offer for the entire issued share capital of the
Company.
Management has been investigating and continues
to investigate strategic options for the Company to maximise
shareholder value. There can be no certainty that this will lead to
an offer for Innocoll or any of its share capital nor as to the
terms on which an offer, if any, might be made. The Company has
participated in a Type A meeting with the United States Food and
Drug Administration ("FDA") regarding the re-submission to the FDA
for approval of XARACOLL. It expects to receive the minutes of the
Type A meeting before the end of March and will make a further
announcement at that time.
A further announcement will be made when
appropriate.
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This announcement is not intended to, and does not,
constitute or form part of (1) an offer or invitation to purchase
or otherwise acquire, subscribe for, tender, exchange, sell or
otherwise dispose of any securities, (2) the solicitation of an
offer or invitation to purchase or otherwise acquire, subscribe
for, tender, exchange, sell or otherwise dispose of any securities,
or (3) the solicitation of any vote or approval in any
jurisdiction, pursuant to this announcement or otherwise. |
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The distribution of this announcement in, into, or
from, certain jurisdictions other than Ireland and the United
States may be restricted or affected by the laws of those
jurisdictions. Accordingly, copies of this announcement are
not being, and must not be, mailed or otherwise forwarded,
distributed or sent in, into, or from any such jurisdiction.
Therefore persons who receive this announcement (including without
limitation nominees, trustees and custodians) and are subject to
the laws of any jurisdiction other than Ireland and the United
States who are not resident in Ireland or the United States will
need to inform themselves about, and observe any applicable
restrictions or requirements. Any failure to do so may
constitute a violation of the securities laws of any such
jurisdiction. |
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Additional Notice to US Investors |
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This announcement is not intended to, and does not,
constitute or form part of any offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, tender, exchange, sell or otherwise dispose of, any
securities, or the solicitation of any vote or approval in any
jurisdiction, nor will there be any acquisition or disposition of
the securities referred to in this announcement in any jurisdiction
in contravention of applicable law or regulation. |
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Responsibility Statement |
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4.1.1 |
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The Directors of the Company accept responsibility for the
information contained in this announcement. To the best of
their knowledge and belief (having taken all reasonable care to
ensure that such is the case), the information contained in this
announcement for which they take responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information. |
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4.1.2 |
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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 (“FINRA”), 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. |
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Forward-looking Statements |
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5.1.1 |
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This announcement may include certain "forward looking statements"
with respect to the business, strategy and plans of Innocoll and
its expectations relating to Innocoll’s future financial condition
and performance. Statements that are not historical facts,
including statements about Innocoll or Innocoll’s belief and
expectation, are forward looking statements. Words such as
"believes", "anticipates", "estimates", "expects", "intends",
"aims", "potential", "will", "would", "could", "considered" and
"likely", and variations of these words and similar future or
conditional expressions are intended to identify forward-looking
statements but are not the exclusive means of identifying such
statements. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and
depend upon future circumstances that may or may not occur. |
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5.1.2 |
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Forward-looking statements only speak as of the date on which they
are made, and the events discussed in this announcement may not
occur. Subject to compliance with applicable law and
regulation, Innocoll is not under any obligation to update publicly
or revise forward looking statements, whether as a result of new
information, future events or otherwise. |
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Rule 8 - Dealing Disclosure Requirements |
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6.1.1 |
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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 pm (Irish time) on the "business day" following the
date of the relevant transaction. This requirement will
continue until the date on which the “offer period” ends. If
two or more persons co-operate 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. |
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6.1.2 |
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A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed can be found
on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie. |
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6.1.3 |
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"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. |
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6.1.4 |
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Terms in
quotation marks are defined in the Irish Takeover Rules, which can
be found on the Irish Takeover Panel's website. |
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6.1.5 |
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If you
are in any doubt as to whether or not 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 Irish Takeover
Panel on telephone number +353 (0)1 678 9020; fax number +353 (0)1
678 9289. |
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Rule 2.10 – Relevant Securities in Issue |
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7.1.1 |
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In
accordance with Rule 2.10 of the Irish Takeover Panel Act, 1997,
Takeover Rules 2013, Innocoll confirms that, as of 13 March 2017,
its issued share capital is comprised of 29,748,239 ordinary shares
of $0.01 each (the “Ordinary Shares”). The Ordinary Shares
are admitted to trading on NASDAQ under the ticker symbol
INNL. The International Securities Identification Number for
these securities is IE00BYZZ0V87. |
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7.1.2 |
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Innocoll
confirms that as of 15 March 2017, there were (i) options to
subscribe for and restricted stock units in respect of, outstanding
in each case under Innocoll's 2016 Omnibus Equity Incentive
Compensation Plan, an aggregate number of 2,711,359 Ordinary
Shares, (ii) options outstanding to subscribe for an aggregate
number of 1,103,005 Ordinary Shares under the Innocoll Amended and
Restated 2015 Stock Option Plan; and (ii) options outstanding to
subscribe for 328,388 Ordinary Shares under individual option
agreements. |
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7.2 |
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No Profit Forecast / Asset Valuations |
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No statement in this announcement constitutes a profit forecast
for any period, nor should any statement be interpreted to mean
that earnings or earnings per share will necessarily be greater or
lesser than those for the relevant preceding financial periods for
Innocoll as appropriate. No statement in this announcement
constitutes an asset valuation. |
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8. |
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Contact details |
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Piper Jaffray & Co. |
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Peter Day, Managing Director |
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peter.c.day@pjc.com |
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Peter Lombard, Managing Director |
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peter.a.lombard@pjc.com |
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Michael Burton-Williams, Principal |
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michael.g.burton-williams@pjc.com |