INNL Innocoll Holdings - Ordinary Shares (MM)

UNITED STATES  

SECURITIES AND EXCHANGE COMMISSION  

Washington, D.C. 20549

 

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SCHEDULE 14A

 

(Rule 14a-101) 

INFORMATION REQUIRED IN PROXY STATEMENT 

SCHEDULE 14A INFORMATION 

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

 

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☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☒	Soliciting Material Pursuant to §240.14a-12

 

INNOCOLL HOLDINGS
PUBLIC LIMITED COMPANY

 

(Name of Registrant as Specified In Its Charter) 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
☐	Fee paid previously with preliminary materials:
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount previously paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

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 Lough Ree Technologies Limited (“Gurnet Bidco”), its wholly owned subsidiary, 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.

 

This Schedule 14A consists of a joint communication made available on May 30, 2017 from the Company and Gurnet Bidco to holders of restricted stock units, stock options and restricted shares relating to the Acquisition and transactions contemplated thereby.

 

Announcement relating to despatch of Rule 15 Proposals

 

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.

 

Rule 15 Proposals

 

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 OF THAT JURISDICTION

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION . If you are in any doubt about the action you should take, you should consult an independent financial adviser who, if you are taking advice in Ireland, is authorised or exempted under the European Communities (Markets in Financial Instruments) Regulations 2007 (S.I. No. 60 of 2007) (as amended) or the Investment Intermediaries Act 1995 (as amended) or, if you are taking advice elsewhere, is an appropriately authorised independent financial adviser.

 

This document should be read in conjunction with the definitive proxy statement (File No. 001-37720) dated May 10, 2017 (the “ Proxy   Statement ”), filed by Innocoll with the SEC and delivered to Innocoll Shareholders setting out the terms of a recommended offer for Innocoll to be implemented by means of a Scheme of Arrangement under Part 9 of the Irish Companies Act 2014.

 

Unless the context otherwise requires, terms defined in the Proxy Statement shall have the same meaning in this document as are given to them in the Proxy Statement.

 

Proposals

 

to the

 

(i) holders of Innocoll RSUs, (ii) holders of Innocoll Options,

 

(iii) holders of German Options and

 

(iv) holders of Innocoll Restricted Shares

 

in connection with the

 

RECOMMENDED OFFER

 

FOR

 

INNOCOLL HOLDINGS PUBLIC LIMITED COMPANY

 

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

 

This document does not constitute an offer to purchase, sell, subscribe for or exchange or the solicitation of an offer to purchase, sell, subscribe for or exchange any securities in any jurisdiction pursuant to the Acquisition or otherwise.

 

The release, publication or distribution of this document and any accompanying documents in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this document and all other documents relating to the Acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Gurnet Point, Gurnet Bidco and Innocoll disclaim any responsibility or liability for the violations of any such restrictions by any person.

 

Any action taken in relation to the Acquisition should be taken only on the basis of all of the information contained in this document, the Proxy Statement and any other document by which the Acquisition and Scheme are effected.

 

The attention of the (i) holders of Innocoll RSUs (ii) holders of Innocoll Options, (iii) holders of German Options, and (iv) holders of Innocoll Restricted Shares who are resident in, or citizens of, or who have a contractual or legal obligation to forward this document to Persons in Restricted Jurisdictions is drawn to paragraph 10 of Part 3 (Information Required under Section 452 of the Act) of the Proxy Statement.

 

Any Person who is interested in 1% or more of relevant Innocoll securities may have disclosure obligations under Rule 8.3 of the Irish Takeover Rules. Further detail on these requirements is contained in the Proxy Statement.

 

The Innocoll Directors accept responsibility for the information contained in this document, other than: (i) information relating to Gurnet Point, Gurnet Bidco, Gurnet Point Capital, the Gurnet Point Group, and the directors of Gurnet Bidco and the managers of Waypoint International (in its capacity as general partner of Gurnet Point) and the members of their immediate families, related trusts and persons connected with them (except for statements made by Innocoll in respect of any of the foregoing, for which the Innocoll Directors accept responsibility); and (ii) statements made by Gurnet Point or 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 document 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 directors of Gurnet Bidco and the managers of Waypoint International (in its capacity as general partner of Gurnet Point) accept responsibility for: (i) the information contained in this document relating to Gurnet Point, Gurnet Bidco, Gurnet Point Capital, the Gurnet Point Group, and the directors of Gurnet Bidco and the managers of Waypoint International (in its capacity as general partner of Gurnet Point) and the members of their immediate families, related trusts and persons connected with them (except for statements made by Innocoll in respect of any of the foregoing, for which the Innocoll Directors accept responsibility); and (ii) statements made by Gurnet Point or Gurnet Bidco in respect of Innocoll. To the best of the knowledge and belief of the directors of Gurnet Bidco and the managers of Waypoint International (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 document 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 (“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 document, 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 document.

 

Piper Jaffray has given and not withdrawn its written consent to the inclusion in this document of the references to its name in the form and context in which they appear.

 

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 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. Any and 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 any and all forward-looking statements in this document made by Innocoll are based upon information known to Innocoll on the date of this document. In particular, any statements made in this document as to Gurnet Point’s and / or Gurnet Bidco’s approach and plans for growth of Innocoll’s business, which statements are based on certain assumptions as to economic, business and operational conditions prevailing at the time of this document. If these conditions are significantly different from the ones envisaged at the date hereof, Gurnet Point and / or Gurnet Bidco may need to make changes in its approach and plans. 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.

 

It is not reasonably possible to itemize all of the many factors and specific events that could cause the forward-looking statements in this document to be correct or that could otherwise have a material effect on the future operations or results of Innocoll. Further information on the primary risks of Innocoll’s business and the risk management of Innocoll is contained in Innocoll’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which is filed with the SEC.

Important Additional Information About the Acquisition and Where To Find it

 

Gurnet Point, Gurnet Bidco and Innocoll are parties to the Transaction Agreement. In connection with the Acquisition, Innocoll filed the Proxy Statement with the SEC on May 11, 2017 and on May 12, 2017 it began mailing the Proxy Statement to Innocoll Shareholders. Innocoll may also file other documents with the SEC regarding the Acquisition. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING THE SCHEME DOCUMENT), ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT INNOCOLL, THE ACQUISITION AND RELATED MATTERS. Investors and security holders are able to obtain free copies of the Proxy Statement (including the Scheme Document) and other documents filed by Innocoll with the SEC free of charge at www.sec.gov/edgar . In addition, investors and shareholders are able to obtain free copies of the Proxy Statement (including the Scheme Document) and other documents filed by Innocoll at www.innocoll.com or by contacting Robin DeRogatis, Vice President, Global HR, Innocoll, by email to rderogatis@innocoll.com .

 

Participants in the Solicitation

 

Innocoll, Gurnet Point and Gurnet Bidco and certain of their respective directors, officers and employees may be considered participants in the solicitation of proxies from the shareholders of Innocoll in respect of the Acquisition. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Innocoll Shareholders in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the 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 set forth in the Form 10-K/A and the Proxy Statement, each of which have been filed with the SEC.

 

No Offer or Solicitation

 

This document 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 document does not constitute a prospectus or an equivalent document.

 

Revision / Increase

 

Nothing in this document shall restrict the ability of Gurnet Point and / or Gurnet Bidco to revise or increase the terms of the Acquisition.

May 30, 2017

 

Appendix

 

 

16

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