Transaction Unanimously Supported by Innocoll
Board and Key Shareholders
Gurnet Point L.P., a healthcare investment fund, and Innocoll
Holdings plc (NASDAQ:INNL), a global pharmaceutical and medical
device company, today announced that they have reached an agreement
on the terms of a recommended offer. Under the recommended offer,
Gurnet Point will acquire Innocoll for $1.75 per share in cash, and
up to $4.90 in cash from a contingent value right (CVR), for a
total potential per share value of up to $6.65 or up to
approximately $209 million in aggregate. The initial cash
consideration of $1.75 represents a premium of approximately 120
percent to the closing price per Innocoll Share on March 10, 2017,
the last dealing day prior to the date on which the anomalous
movement in Innocoll’s shares commenced (and a premium of
approximately 28 percent to the closing price per Innocoll Share on
March 15, 2017, the day prior to Innocoll initiating the
commencement of the offer period).
During the offer period, Gurnet Point plans to provide a term
loan of $10 million to give Innocoll additional resources needed
for the continued development of XARACOLL within the post-operative
pain market. Innocoll believes that the loan will provide it with
the additional capital needed to prepare for the re-submission of
the XARACOLL new drug application (“NDA”) to the U.S. Federal Drug
Administration (“FDA”) in order to achieve the milestones related
to the CVR.
This transaction builds on Gurnet Point’s strategy of investing
in life science, medical technology and healthcare service
companies. Since its initial NASDAQ public offering in 2014,
Innocoll has leveraged its proprietary collagen-based technology to
successfully complete two Phase 3 studies for XARACOLL, Innocoll’s
late-stage surgically implantable and bioresorbable collagen
matrix. XARACOLL was developed to provide sustained post-operative
pain relief through controlled delivery of bupivacaine at the
surgical site.
Innocoll noted that its Board had explored a sale of the
company, to achieve its goal of bringing XARACOLL to market, as
well as keeping the company independent and funding the over $100
million required to fund operations through 2019 from raising
equity or debt. The “go-it-alone” option was dismissed due to the
potential for significant shareholder dilution and execution risk.
A potential license for XARACOLL in the United States was also
investigated, but no suitable partner has been found.
“Having studied a number of strategic options over the past
several months, our Board and management team believe this
strategic transaction will give Innocoll access to the
financial resources it needs to pursue its goals of bringing
XARACOLL through its development to commercialization, and address
important unmet medical needs in the post-operative pain market. We
believe that the combined leadership of the two companies,
supported by Gurnet Point’s financial strength, will better
position Innocoll to pursue a successful filing and subsequent
commercialization of XARACOLL,” said Jonathan Symonds, Chairperson
of Innocoll. “The Innocoll directors unanimously support the offer,
which represents a significant premium to the recent share price.
In addition, the CVR allows shareholders to participate in the
continued development of XARACOLL without further investment."
The directors of Innocoll and major shareholders, including
holdings managed by Fortress, Morgan Stanley, Sofinnova and Unique
Technologies, have provided irrevocable undertakings to vote in
favor of the scheme. In total, management, directors and
shareholders have provided irrevocable undertakings representing
46% of the issued ordinary share capital of Innocoll. Details of
these irrevocable undertakings, including the circumstances in
which they cease to be binding, are set out in the announcement
pursuant to Rule 2.5 of the Irish Takeover Rules made by Gurnet
Point, Gurnet Bidco and Innocoll today.
“Gurnet Point intends to work with Innocoll’s team to help bring
XARACOLL to market by infusing substantial additional capital for
its continued development and regulatory approval. We have great
respect for Tony Zook and his team at Innocoll and look forward to
investing in the business and assisting with the approval of
XARACOLL and its commercialization,” said Christopher Viehbacher,
Managing Partner at Gurnet Point Capital.
Innocoll had expected to receive FDA approval of XARACOLL this
year. On December 29, 2016, Innocoll announced that it had received
a Refusal to File Letter from the FDA for XARACOLL. Among other
points, the FDA indicated that XARACOLL should be characterized as
a drug-device combination product and that additional clinical and
nonclinical information on XARACOLL may be required. To provide
this information, Innocoll proposes to conduct an additional
short-term pharmacokinetic study and several short-term
non-clinical toxicology and biocompatibility studies.
The Innocoll directors believe that, if adequately financed and
successful, such studies may be completed in time for an end of
year re-submission of the XARACOLL NDA. Data from these studies,
along with additional manufacturing information required to address
the new combination product designation by the FDA and other
chemistry, manufacturing and control activities, are also expected
to be included in the re-submission.
If the re-submitted NDA is accepted by the FDA, thereby allowing
XARACOLL to ultimately be approved, the Innocoll directors believe
that Innocoll could be in a position to commercialize XARACOLL by
the end of 2018.
Terms of the Transaction
The transaction, which is valued at up to approximately $209
million (including the maximum amount payable upon achievement of
the CVR milestones listed below), is expected to be implemented by
means of a court-sanctioned scheme of arrangement under Irish law
or, with the consent of the Irish Takeover Panel, a takeover offer
if Gurnet Bidco so chooses. Innocoll's Board of Directors intends
to recommend unanimously that Innocoll shareholders vote or procure
votes in favor of the Transaction.
Under the terms of the acquisition, each CVR represents the
right to receive a specified amount of cash payments, with each
payment conditioned upon the achievement of certain events, called
CVR Payment Events.
These CVR Payment Events are:
- First CVR Payment Event: Gurnet Bidco
will pay $0.70 in cash per CVR if on or before December 31, 2018,
XARACOLL is approved by the FDA with a label covering indications
for the treatment of postsurgical pain immediately following open
abdominal Hernia repair.
- Second CVR Payment Event: Gurnet Bidco
will pay an additional $1.33 in cash per CVR if, on or before
December 31, 2018, XARACOLL is approved by the FDA with a label
covering indications for the treatment of postsurgical pain
immediately following Soft Tissue repair (and not limited to hernia
repair).
- Third CVR Payment Event: If the
milestone is met, Gurnet Bidco will either pay: $1.00 in cash per
CVR if, on or before December 31, 2019, XARACOLL is approved by the
FDA with a label covering indications for the treatment of
postsurgical pain immediately following Hard Tissue repair; or, if
not
$0.60 in cash per CVR if, after December 31, 2019 but on or
before June 30, 2020, XARACOLL is approved by the FDA with a label
covering indications for the treatment of postsurgical pain
immediately following Hard Tissue repair.
- Fourth CVR Payment Event: If the
milestone is met, Gurnet Bidco will either pay: $1.87 in cash per
CVR if global net sales of XARACOLL exceed $60 million in any four
consecutive Calendar Quarters ending on or prior to December 31,
2019; or, if not, $1.00 in cash per CVR if global net sales of
XARACOLL exceed $60 million in any four consecutive Calendar
Quarters ending on or prior to March 31, 2020.
In the event that none of the CVR Payment Events occur by the
relevant dates, then the CVR will have no value. The minimum
payment of the CVR is zero and the maximum payment is $4.90 in cash
per Innocoll Share.
About Gurnet
Gurnet Point is a healthcare investment fund led by Christopher
Viehbacher, managing partner, Gurnet Point Capital. Gurnet Point is
based in Cambridge, Massachusetts, USA, and invests in life
sciences and medical technologies as well as healthcare services
across all stages of development through to commercialization.
About Innocoll
Innocoll is a global, commercial stage specialty pharmaceutical
and medical device company with late stage development programs
targeting areas of significant unmet medical need. Innocoll’s
shares are listed for trading on the NASDAQ under the symbol
“INNL.” Innocoll utilizes its proprietary collagen-based technology
platform to develop biodegradable and fully bioresorbable products
and product candidates which can be broken down by the body without
the need for surgical removal or topical application. Using its
proprietary processes at its manufacturing facility, Innocoll
derives and purifies bovine and equine collagen and then utilizes
its technology platform to incorporate the purified collagen into
its topical and implantable products. Innocoll’s proprietary
processes and technologies also enable it to control the texture,
consistency, drug elution dynamics, resorption time and other
physical characteristics of the finished product. All of Innocoll’s
native collagen products – from extraction/purification of type-1
collagen through final delivery form – are manufactured at its
certified, integrated plant in Saal, Germany.
General
This summary should be read in conjunction with the full text of
the Rule 2.5 announcement, being the formal transaction
announcement made by Gurnet Point, Gurnet Bidco and Innocoll
earlier today. The Rule 2.5 announcement and this announcement will
be made available on a Gurnet Point website for the purposes of the
Acquisition (www.GurnetPointLPOffer.com) and on Innocoll’s website
(www.Innocoll.com). Certain capitalized words used in this
announcement and not defined have the meaning given to such words
in the Rule 2.5 announcement. The bases and sources set out in the
Rule 2.5 announcement have been used in this announcement, unless
otherwise stated or the context otherwise requires. Certain figures
included in this announcement have been subjected to rounding
adjustments.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
Important Additional Information for U.S. Investors and Where
to Find It
Innocoll intends to file the Scheme Document, which will also
constitute the proxy statement of Innocoll (the “Proxy Statement”),
with the SEC and mail a copy to Innocoll Shareholders in advance of
the Scheme Meeting and the EGM and in connection with the
Acquisition and the Scheme. INNOCOLL SHAREHOLDERS ARE URGED TO READ
THE SCHEME DOCUMENT/PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
INNOCOLL, THE ACQUISITION, THE SCHEME AND RELATED MATTERS. Innocoll
Shareholders will be able to obtain free copies of the Scheme
Document/Proxy Statement and other documents filed with or
furnished to the SEC by Innocoll through the website maintained by
the SEC at www.sec.gov. In addition, Innocoll Shareholders will be
able to obtain free copies of the Scheme Document/Proxy Statement
on www.Innocoll/com/investors.
Participants in the Solicitation
Innocoll, Gurnet Point and Gurnet Bidco and certain of its
respective directors and executive officers and employees may be
considered participants in the solicitation of proxies from the
shareholders of Innocoll in respect of the transactions
contemplated by the Scheme Document/Proxy Statement. Information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of the shareholders of
Innocoll in connection with the proposed transactions, including a
description of their direct or indirect interests, by security
holdings or otherwise, will be set forth in the Proxy Statement
when it is filed with the SEC. Information regarding Innocoll’s
directors and executive officers is contained in Innocoll’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2016
which is filed with the SEC. Information concerning the interests
of Innocoll’s participants in the solicitation, which may, in some
cases, be different than those of Innocoll’s shareholders generally
will be set forth in the Proxy Statement relating to the
transaction when it becomes available.
No Offer or Solicitation
This announcement is for information purposes only and is not
intended to and does not constitute an offer to purchase, sell,
subscribe for or exchange, or the solicitation of an offer to
purchase, sell, subscribe for or exchange or an invitation to
purchase, sell, subscribe for or exchange any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Acquisition or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. The Acquisition will be made
solely by means of the Scheme Document (or, if applicable, the
Takeover Offer Document), which will contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition. Any decision in respect of, or other
response to, the Acquisition, should be made only on the basis of
the information contained in the Scheme Document (of, if
applicable, the Takeover Offer Document). No offer of securities
shall be made except by means of a prospectus meeting the
requirements of section 10 of the Securities Act.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements included in this announcement are
forward-looking and involve risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied by such forward-looking statements. Forward-looking
statements can typically be identified by the use of
forward-looking terminology, such as “expects”, “believes”, “may”,
“will”, “could”, “should”, “intends”, “plans”, “predicts”,
“envisages”, “estimates”, “forecast”, “outlook”, “guidance”,
“possible”, “projects”, “potential” or “anticipates” or other
similar words and expressions and include, without limitation, any
projections relating to results of operations and financial
conditions of either Gurnet Point, Gurnet Bidco or Innocoll and
their respective subsidiary undertakings from time to time, as well
as plans and objectives for future operations, expected future
revenues, financing plans, expected expenditures, expected
synergies and divestments relating to Gurnet Point, Gurnet Bidco or
Innocoll and discussions of Gurnet Point’s, Gurnet Bidco’s or
Innocoll’s business plan. All forward-looking statements in this
announcement made by Gurnet Point and / or Gurnet Bidco are based
upon information known to Gurnet Point and / or Gurnet Bidco on the
date of this announcement and all forward-looking statements in
this announcement made by Innocoll are based upon information known
to Innocoll on the date of this announcement. Except as expressly
required by law, Gurnet Point, Gurnet Bidco and Innocoll disclaim
any intent or obligation to update or revise these forward-looking
statements. None of Gurnet Point, Gurnet Bidco or Innocoll
undertake any obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise, save as may be required by law.
Statements under the Irish Takeover Rules
The directors of Gurnet Bidco and the managers of Waypoint
International GP LLC (in its capacity as general partner of Gurnet
Point) accept responsibility for the information contained in this
announcement, other than the information relating to Innocoll, the
Innocoll Group and the Innocoll directors and members of their
immediate families, related trusts and persons connected with them,
for which the Innocoll directors accept responsibility. To the best
of the knowledge and belief of the directors of Gurnet Bidco and
the managers of Waypoint International GP LLC (in its capacity as
general partner of Gurnet Point) (who have taken all reasonable
care to ensure that such is the case), the information contained in
this announcement for which they accept responsibility is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
The Innocoll directors accept responsibility for the information
contained in this announcement relating to Innocoll, the Innocoll
Group and the Innocoll directors and members of their immediate
families, related trusts and persons connected with them, except
for statements made by Gurnet Point and Gurnet Bidco in respect of
Innocoll. To the best of the knowledge and belief of the Innocoll
directors (who have taken all reasonable care to ensure that such
is the case), the information contained in this announcement for
which they accept responsibility is in accordance with the facts
and does not omit anything likely to affect the import of such
information.
Evercore Partners International LLP (“Evercore”), which is
authorized and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as Financial Adviser exclusively for
Gurnet Point and Gurnet Bidco and no one else in connection with
the Acquisition and the other matters referred to in this
announcement, and will not regard any other person as its client in
relation to the Acquisition and the other matters referred to in
this announcement and will not be responsible to anyone other than
Gurnet Point and / or Gurnet Bidco for providing the protections
afforded to clients of Evercore, nor for providing advice in
relation to the Acquisition or the other matters referred to in
this announcement. Neither Evercore nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Evercore in connection with this announcement, any
statement contained herein or otherwise.
Piper Jaffray & Co. (“Piper Jaffray”), which is a securities
broker-dealer registered with the U.S. Securities and Exchange
Commission (“SEC”) and subject to regulation by the SEC and the
Financial Industry Regulatory Authority (“FINRA”), is acting as
financial adviser exclusively for Innocoll and for no one else in
connection with the Acquisition and the other matters referred to
in this announcement, and will not be responsible to anyone other
than Innocoll for providing the protections afforded to clients of
Piper Jaffray or for providing advice in relation to the
Acquisition or any other matters referred to in this
announcement.
Disclosure Requirements under the Irish Takeover
Rules
Persons interested in 1% or more of any relevant securities in
Innocoll may have disclosure obligations under Rule 8.3 of the
Irish Takeover Panel Act, 1997, Takeover Rules 2013. See the Rule
2.5 announcement of earlier today for further details.
No Profit Forecast / Asset Valuation
No statement in this announcement is intended to constitute a
profit forecast for any period, nor should any statements be
interpreted to mean that earnings, earnings per share, losses or
losses per share will necessarily be greater or lesser than those
for the relevant preceding financial periods for any of Innocoll,
Gurnet Point or Gurnet Bidco as appropriate. No statement in this
announcement constitutes an asset valuation.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170404006552/en/
Enquiries:Gurnet Point and Gurnet BidcoEvercore
(Financial Adviser to Gurnet Point and Gurnet Bidco)Francois
MaisonrougeJohn Honts Tel: +1 212 857 3100Edward Banks Tel: +44 (0)
20 7653 6000orAbernathy MacGregor (Press Inquiries)Tom Johnson Tel:
+1 212 371 5999tbj@abmac.comorInnocollTel: Jose (Pepe) Carmona,
Chief Financial Officerpcarmona@innocoll.comPiper Jaffray
(Financial Adviser to Innocoll)Peter Day Tel: + 1 617 654 0772Peter
Lombard Tel: + 1 617 654 0751Michael Burton-Williams Tel: + 1 212
284 6126
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