Dr. Reddy's declares Offer for OctoPlus unconditional
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 16,
paragraph 1 and Section 17, paragraph 1 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 (the "Shares") in the capital of OctoPlus.
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.
Dr. Reddy's declares Offer for OctoPlus unconditional
* The Offeror declares the Offer unconditional (doet het bod gestand)
* 70.7% of the Shares have been tendered under the Offer, which together with
Shares acquired by the Offeror during the Offer Period represent in total
92.7% of the Shares
* Settlement of the Offer will take place on 15 February 2013
* Shareholders can still tender their Shares during a Post Closing Acceptance
Period (na-aanmeldingstermijn), starting on 13 February 2013 and ending on
26 February 2013
* The Offeror intends to acquire all Shares and toterminate the Company's
listing on NYSE Euronext Amsterdam as soon as possible
Hyderabad/Leiden 12 February 2013 - With reference to the joint press releases
of Dr. Reddy's (NYSE: RDY) and OctoPlus (NYSE Euronext Amsterdam: OCTO), issued
on 22 October 2012 and13 December 2012 respectively, the Offeror and OctoPlus
hereby jointly announce that the Offeror declaresthe Offer unconditional.
Results Offer Period
During the Offer Period, which ended at 18.00 hours CET on 8 February 2013 (the
"Closing Date"), 37,233,244 Shares, representing 70.7% of the Shares and a value
of EUR 19,361,286.88, have been tendered for acceptance under the Offer.
As a result the Offeror's shareholding is composed as follows:
Â Number of Shares Percentage of Shares
Shares tendered under the Offer 37,233,244 70.7%
Shares acquired by the Offeror during 11,575,394 22.0%
the Offer Period
Total Shares tendered and acquired 48,808,638 92.7%
The 11,575,394 Shares held by the Offeror at 18.00 hours CET on the Closing
Date, together with the Shares tendered under the Offer, represent a total of
92.7% of the Shares.This percentageexceeds the acceptance threshold of 92.5% of
OctoPlus' aggregate issued and outstanding share capital on a fully diluted
basis that was included in the Offer Conditions as described in the Section
6.7.1 (i) of the Offer Memorandum.As all Offer Conditions have been satisfied,
the Offeror hereby declares the Offer unconditional.
 The Company does not hold any Shares in treasury.
Settlement of the Offer
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 pursuant to the Offer on or prior to
the Closing Date will receive the Offer Price in respect of each Tendered Share
on 15 February 2013 (the "Settlement Date"). As of the date of this press
release, dissolution or annulment of a Shareholders' tender or transfer
(levering) shall not be permitted.
Post Closing Acceptance Period
The Offeror hereby announces the commencement of a Post Closing Acceptance
Period (na-aanmeldingstermijn) to enable the Shareholders who did not tender
their Shares during the Offer Period to tender their Shares under the same terms
and conditions and at the same price as applicable to the Offer, as set out in
the Offer Memorandum. The Post Closing Acceptance Period will commence at 9.00
hours CET on 13February 2013 and expire at 18.00 hours CET on 26February 2013.
The Offeror will publicly announce the results of the Post Closing Acceptance
Period and the total amount and total percentage of Shares held by it in
accordance with article 17, paragraph 4 of the Decree ultimately on 1 March
2013. The Offeror shall continue to accept for payment all Shares validly
tendered (or defectively tendered provided that such defect has been waived by
the Offeror) during such Post Closing Acceptance Period and shall pay for such
Shares within five Business Days following the last day of the Post Closing
During the Post Closing Acceptance Period, Shareholders have no rights to
withdraw Shares from the Offer, whether validly tendered during the Offer Period
(or defectively tendered provided that such defect has been waived by the
Offeror) or during the Post Closing Acceptance Period.
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
The Offeror intendsto acquire all shares in the Company. In order to achieve
this, the Offeroraims toincrease its interest in the Company to a level which
allows it to 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 to
the Post Closing Acceptance Period the Offeror may therefore decide to purchase
Shares on the market or through private transactions.In addition, the Offeror
may pursue one or more of the measures referred to in Section 6.11.3 of the
The Offeror and the Company will jointly request NYSE Euronext Amsterdam to
terminate the listing and trading of the Shares on NYSE Euronext Amsterdam as
soon as the relevant requirements have been met.
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 website 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.
2333 CL Â Leiden
Kempen & Co N.V.
Attn. Kempen Agency Services L3
1077 WZ Â Amsterdam
Telefax: +31 (0)20 348 9549
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
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
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
Saunak Savla: telephone number +91-40-49002135 or send an e-mail to
Milan Kalawadia (USA): telephone number +1 908-203-4931 or send an e-mail to
S Rajan: telephone number +91-40-49002445 or send an e-mail to
For further information about OctoPlus, please contact Investor Relations:
telephone number +31 (71) 5241061 or send an e-mail to Investor Relations at
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 FinanciÃ«le 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.
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Source: OctoPlus N.V. via Thomson Reuters ONE