OctoPlus definition
OctoPlus means OctoPlus Sciences B.V.
OctoPlus or the “Company”) pursuant to the provisions of Section 5, paragraph 1, and Section 7, paragraph 4 of the Dutch Public Takeover Decree (Besluit openbare biedingen Wft) in connection with the intended public offer by ▇▇. ▇▇▇▇▇'▇, or a wholly owned subsidiary of ▇▇. ▇▇▇▇▇’▇, for all the issued and outstanding ordinary shares in the capital of OctoPlus. This press release is an announcement that a conditional agreement has been reached between OctoPlus and ▇▇. ▇▇▇▇▇'▇ in connection with a potential public offer and 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. Any offer will be made by means of the publication of an offer memorandum only. This announcement is not for release, publication, dissemination, or distribution, in whole or in part, in or into Australia, Canada and Japan. • ▇▇. ▇▇▇▇▇'▇ and OctoPlus have reached conditional agreement on a recommended all cash offer by ▇▇ ▇▇▇▇▇’▇ for all issued and outstanding ordinary shares in the capital of OctoPlus at an offer price per share of € 0.52 (cum dividend) • The offer price represents a premium of 30% over the closing price of OctoPlus of 19 October 2012 • The Executive and Supervisory Boards of OctoPlus fully support and unanimously recommend the offer • Members of the Executive Board have agreed to stay on in the employment of OctoPlus during the transition period extending to 6 (six) months immediately following the Settlement Date • Onroerend Goed Beheer- en Beleggingsmaatschappij ▇. ▇▇▇ ▇▇▇▇ B.V., LSP III Omni Investments Coöperatief U.A., Signet Healthcare Partners, L.L.C., SR One, Limited and certain individual members of the Executive and Supervisory Boards of OctoPlus, together representing just over 50% of OctoPlus’ issued and outstanding shares, have irrevocably committed to tender their shares under the intended offer • The transaction will be financed with funds readily available at ▇▇. ▇▇▇▇▇’▇ • OctoPlus’ identity and head office will be maintained • ▇▇. ▇▇▇▇▇’▇ and OctoPlus agreed to enter into a business collaboration agreement for investigational formulation research • Extend the expertise and scientific capabilities of ▇▇. ▇▇▇▇▇'▇ in drug formulation and injectables • Further develop OctoPlus as a complex injectables research centre within the organization of ▇▇. ▇▇▇▇▇'▇ • Leverage existing skills and drive value in the complex generics space, in addition to the fee for service business
OctoPlus is a developer manufacturer of pharmaceutical products, applying for a manufacturing authorization in accordance with the Dutch Drug Law and being subject to monitoring by the competent authorities. OCTOPLUS complies with the current recognized ruls such as "RuIes governing medicinal products in the European Community", Vol. IV, "Guide to Good Manufacturing Practice", for medicinal products Including relevant annexes.