OctoPlus N.V. : Dr. Reddy's holds 98.6% of the shares in OctoPlus after the
Post Closing Acceptance Period
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
17, paragraph 4 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 in the capital of OctoPlus (the "Shares").
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 holds 98.6% of the shares in OctoPlus after the Post Closing
*5.2% of the Shares have been tendered during the Post Closing Acceptance
Period, which together with Shares acquired by the Offeror during the Post
Closing Acceptance Period and the Offer Period represent in total 98.6% of
*As a result of the acquisition of more than 95% of the Shares by the
Offeror, the Offeror and OctoPlus will jointly request NYSE Euronext
Amsterdam to terminate the listing and trading of the Shares on NYSE
Euronext Amsterdam as soon as possible
*The Offeror will, as soon as possible, initiate squeeze-out proceedings
(uitkoopprocedure) in accordance with article 2:92a or 2:201a of the DCC
or takeover squeeze-out proceedings (uitkoopprocedure) in accordance with
article 2:359c of the DCC in order to acquire the remaining Shares not
tendered and not held by the Offeror or OctoPlus
Hyderabad/Leiden 28 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, 13 December 2012 and 12 February 2013 respectively,
the Offeror and OctoPlus hereby jointly announce that the Offeror holds 98.6%
of the Shares after the Post Closing Acceptance Period
Results Post Closing Acceptance Period
During the Post Closing Acceptance Period, which ended at 18.00 hours CET on
26 February 2013, 2,746,658 Shares, representing 5.2% of the Shares and a
value of EUR 1,428,262.16, have been tendered for acceptance under the
As a result the Offeror's shareholding is composed as follows:
Number of Shares Percentage of Shares
Shares tendered under the Post Closing 2,746,658 5.2%
Shares acquired during the Post Closing 387,750 0.7%
Shares tendered and acquired by the 48,808,638 92.7%
Offeror during the Offer Period
Total Shares tendered and acquired 51,943,046 98.6%
The 48,808,638 Shares held by the Offeror at the end of the Offer Period,
together with the Shares tendered under the Post Closing Acceptance Period and
the Shares acquired during under the Post Closing Acceptance Period, represent
a total of 98.6% of the Shares.
 The Company does not hold any Shares in treasury.
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 during the Post Closing Acceptance
Period will receive the Offer Price in respect of each Tendered Share on
Monday March 4^th 2013.
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
As a result of the acquisition of more than 95% of the Shares by the Offeror,
the Offeror and OctoPlus will jointly request NYSE Euronext Amsterdam to
terminate the listing and trading of the Shares on NYSE Euronext Amsterdam as
soon as possible
As long as the Shares remain listed on Euronext Amsterdam, OctoPlus shall
continue to comply with the Dutch Corporate Governance Code except for (i)
current deviations from the code and (ii) deviations from the code that find
their basis in the Merger Protocol, in accordance with the "explain"
requirement in respect of such deviations.
In the event that OctoPlus or any merging entity will no longer be listed and
its Shares will no longer be publicly traded, the provisions applicable to the
governance of listed companies will no longer apply and the rights of
remaining minority Shareholders may be limited to the statutory minimum.
The Offeror intends to acquire all the remaining Shares. In order to achieve
this, the Offeror will, as soon as possible, 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, the Offeror may pursue one or more of the
measures referred to in Section 6.11.3 of the Offer Memorandum.
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 Leiden
Kempen & Co N.V.
Attn. Kempen Agency Services L3
1077 WZ 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 pharmaceutical ingredients.
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) 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 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 Financiële 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.
Click here for the press release in PDF format
This announcement is distributed by Thomson Reuters on behalf of Thomson
The owner of this announcement warrants that:
(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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