OctoPlus N.V. : Dr. Reddy's announces it has acquired 500 shares of OctoPlus
N.V. on 7 February 2013
This is a press release by Reddy Netherlands B.V. (the "Offeror"), a wholly
owned subsidiary of Dr. Reddy's Laboratories Ltd. ("Dr. Reddy's"), and Dr.
Reddy's pursuant to Section 13 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 N.V.
("OctoPlus" or the "Company"). 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 published on 13 December 2012 (the "Offer Memorandum"). 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
Hyderabad/Amsterdam, 7 February 2013 - With reference to the joint press
release of the Offeror and OctoPlus (Euronext Amsterdam: OCTO) of 13 December
2012 relating to the Offer, the Offeror announces that it has acquired 500
Shares in the course of today at a volume weighed average price of EUR 0.52
per Share, a minimum price of EUR 0.52 per Share and a maximum price of EUR
0.52 per Share.
Together with the irrevocable undertakings received from the Committed
Shareholders and certain members of the Boards, this results in the
Number of Shares Percentage of Shares
Shares owned prior to today's 11,558,173 21.9%
Shares acquired on 7 February 2013 500 0.0%
Total Shares owned on 7 February 2013 11,558,673 21.9%
Shares committed by Committed 33,448,839 63.5%
Shareholders and certain members of the
Total Shares owned and committed 45,007,512 85.4%
 As indicated in the joint press release of 13 December 2012 and the Offer
Memorandum, the irrevocable undertakings of the Committed Shareholders are
subject to customary terms and conditions.
Offer Memorandum, Position Statement and further information
Shareholders are advised to review the Offer Memorandum and the Position
Statement 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, 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 Leiden
Kempen & Co N.V.
Attn. Kempen Agency Services L3
1077 WZ Amsterdam
Telefax: +31 (0)20 348 9549
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 $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. For more information: 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 pharmaceutical ingredients.
OctoPlus is listed on Euronext Amsterdam by NYSE Euronext 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) 524 1061 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. 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 Financiële Markten) and disclosed by press release.
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.
Click here for the press release in PDF format
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(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.
Source: OctoPlus N.V. via Thomson Reuters ONE
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