OctoPlus N.V. : Dr. Reddy's holds 98.6% of the shares in OctoPlus after the Post Closing Acceptance Period

 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
                              Acceptance Period

Highlights

  *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
    the Shares
  *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
Offer.[1]

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%
Acceptance Period
Shares acquired during the Post  Closing          387,750                 0.7%
Acceptance Period
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.

[1] The Company does not hold any Shares in treasury.

Settlement

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 
remaining Shares.

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.

Squeeze-out proceedings

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.

OctoPlus N.V.
Zernikedreef 12
2333 CL Leiden
The Netherlands

Exchange Agent
Kempen & Co N.V.
Attn. Kempen Agency Services L3
Beethovenstraat 300
1077 WZ Amsterdam
The Netherlands

Telefax: +31 (0)20 348 9549
E-mail: kas@kempen.nl

Advisors

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

Further information

Dr. Reddy's

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
kedaru@drreddys.com

Saunak Savla: telephone number +91-40-49002135 or send an e-mail to
saunaks@drreddys.com

Milan Kalawadia (USA): telephone number +1 908-203-4931 or send an e-mail to
mkalawadia@drreddys.com

For Media:

S Rajan: telephone number +91-40-49002445 or send an e-mail to
rajans@drreddys.com

OctoPlus

For further information about OctoPlus, please contact Investor Relations:
telephone number +31 (71) 524 1061 or send an e-mail to Investor Relations at
IR@octoplus.nl.

Important information

Restrictions

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
Reuters clients.

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
the
information contained therein.

Source: OctoPlus N.V. via Thomson Reuters ONE
HUG#1681698
 
Press spacebar to pause and continue. Press esc to stop.