Works Council
The Works Council has been informed regarding the Offer. On the basis thereof, the Works Council has given its unconditional positive advice in respect of the Offer.
To the extent that intended decisions regarding any future integration or restructuring will be subject to the Works Council's advice the proper procedures shall be followed pursuant to the Dutch Works Council Act (Wet op de ondernemingsraden) and in accordance with standard practice within OctoPlus.
Irrevocable undertakings for in total 63.5% of the Shares
In addition to the irrevocable undertakings announced in the joint press releases of Dr. Reddy's and OctoPlus of 22 October 2012 and 16 November 2012, funds managed by IPSA (formerly Innoven Partenaires S.A.) have signed an irrevocable undertaking to support and accept the Offer, subject to customary conditions. The combined shareholding of these funds represents approximately 4.9% of the Shares.
As announced in the joint press releases of Dr. Reddy's and OctoPlus of 22 October 2012 and 16 November 2012, Onroerend Goed Beheer- en Beleggingsmaatschappij A. Van Herk B.V., LSP III Omni Investment Coöperatief U.A., Signet Healthcare Partners, L.L.C. SR One, Limited, J.J.M. Holthuis (the founder of OctoPlus) and his holding company Sodoro B.V. and N.V. Fagus (together with funds managed by IPSA jointly referred to as the "Committed Shareholders") have signed irrevocable undertakings to support and accept the Offer, subject to customary conditions. The combined shareholding of the Committed Shareholders represents 62.4% of the Shares.
The Committed Shareholders shall tender their Shares against the Offer Price and against the terms and conditions of the Offer as set out in the Offer Memorandum. The Committed Shareholders did not receive any information in connection with the Offer other than contained in the Offer Memorandum.
The individual members of the Boards holding together 1.1% of the Shares have also agreed to an irrevocable undertaking to tender their Shares under the Offer against the Offer Price and against the terms and conditions of the Offer as set out in the Offer Memorandum. To the best knowledge of the Offeror and OctoPlus, these members have not received any information that is relevant for the assessment of the Offer by Shareholders other than contained in the Offer Memorandum.
Offer Period
The Offer Period will commence at 09:00 hours CET, on 14 December 2012 and will expire on 8 February 2013 at 18:00 hours CET (the "Closing Date"), unless the Offer Period is extended in accordance with the terms of the Offer Memorandum and Section 15 of the Decree.
If one or more of the Offer Conditions is not satisfied or waived at the Closing Date, the Offeror may extend the Offer Period.
If all conditions to the Offer are satisfied or, where appropriate, waived, the Offeror will accept all Shares that have been validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and not previously properly withdrawn, in accordance with the procedures set out in the Offer Memorandum.
Acceptance by Shareholders
Shares held through Admitted Institutions
The Shareholders who hold their Shares through an Admitted Institution are requested to make their acceptance known through their custodian, bank or stockbroker no later than 18:00 hours CET on the Closing Date, unless the Offer Period is extended in accordance with Section 5.5 (Extension) of the Offer Memorandum. The custodian, bank or stockbroker may set an earlier deadline for communication by Shareholders in order to permit the custodian, bank or stockbroker to communicate its acceptances to Kempen & Co. N.V. (the "Exchange Agent") in a timely manner.
Admitted Institutions may tender the Shares for acceptance only to the Exchange Agent and only in writing. In submitting the acceptance, Admitted Institutions are required to declare that (i) they have the Tendered Shares in their administration, (ii) each Shareholder who accepts the Offer irrevocably represents and warrants that the Tendered Shares are being tendered in compliance with the restrictions set out in Sections 2 (Restrictions) and 3 (Important information) of the Offer Memorandum and (iii) they undertake to transfer these Tendered Shares to the Offeror prior to or ultimately on the Settlement Date, provided that the Offer has been declared unconditional (gestand wordt gedaan).
Acceptance by holders of Shares individually recorded in OctoPlus' shareholders register
Holders of Shares individually recorded in OctoPlus' shareholders register wishing to accept the Offer in respect of such Shares must deliver a completed and signed acceptance form to the Exchange Agent in accordance with the terms and conditions of the Offer, no later than 18:00 hours CET, on the Closing Date. The acceptance forms are available upon request from the Exchange Agent. The acceptance form will also serve as a deed of transfer (akte van levering) with respect to the Shares referenced therein.
Extension of the Offer Period
The Offeror may once extend the Offer Period if one or more of the Offer Conditions is not timely satisfied or waived. Extension for more than one period is subject to clearance of the AFM, which will only be given in exceptional circumstances. In addition, the Offer Period may be extended if the events referred to in Section 15, paragraphs 5 of 9 of the Decree, occur.
If the Offer Period is extended, a public announcement to that effect shall be made no later than the third Business Day following the initial Closing Date, in accordance with the provisions of Article 15, paragraph 1 and paragraph 2 of the Decree. Such a public announcement shall contain the date to which the Offer Period is extended. In the event of an extension of the Offer Period, all references in the Offer Memorandum to 18:00 CET on the Closing Date shall, unless the context requires otherwise, be changed to the latest date and time to which the Offer Period is so extended.
During an extension of the Offer Period, any Shares previously tendered and not withdrawn in accordance with Section 15 paragraph 3 of the Decree will remain subject to the Offer.
Declaring the Offer unconditional (gestanddoening)
The Offer will be subject to the satisfaction or waiver of the Offer Conditions as set out in Section 6.7 of the Offer Memorandum. If the Offeror wishes to (partly) waive one or more Offer Conditions, the Offeror will inform the Shareholders.
No later than on the third Business Day following the Closing Date (the "Unconditional Date"), the Offeror will determine whether the Offer Conditions have been satisfied or waived, to the extent permitted by the Applicable Rules. In addition, the Offeror will announce on the Unconditional Date whether (i) the Offer is declared unconditional, (ii) the Offer Period will be extended in accordance with Section 15 of the Decree, or (iii) the Offer is terminated as a result of the Offer Conditions not having been satisfied or waived, all in accordance with Section 16 of the Decree. In the event that the Offer is not declared unconditional, the Offeror will explain such decision.
Post Closing Acceptance Period (na-aanmeldingstermijn)
In the event that the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), the Offeror shall, in accordance wi