1. April 4, 2017 | Announcement of Recommended Offer


2. April 4, 2017 | Rule 2.5 Announcement: Recommended Offer for Innocoll Holdings plc


3. Rule 2.4 Announcement ¦ Released 16 March 2017


4. Rule 17(a) Announcement regarding Scheme Meeting Details ¦ Released 10 May 2017


5. Rule 17(b) Announcement regarding Mailing of Scheme ¦ Released 12 May 2017


6. Definitive Proxy Statement ¦ 10 May 2017


7. Constitution ¦ Innocoll Holdings plc


8. Certificate Limited Partnership ¦ Gurnet Point L.P.


9. Constitution ¦ Lough Ree Technologies Limited


10. Innocoll Holdings plc SEC Filings:


(a) Form 8-K 29 March 2017 ¦ Press Release regarding FDA Minutes


(b) Form 8-K 4 April 2017 ¦ Rule 2.5 Announcement


(c) Form 14A 21 April 2017 ¦ Preliminary Proxy Statement


(d) Form 14A 27 April 2017 ¦ Discussions of Rule 2.5 Announcement with Innocoll Shareholders


(e) Form 14A 3 May 2017 ¦ Separation Agreement (Innocoll Holdings plc and Jose Carmona)


(f) Form 8-K 5 May 2017 ¦ Loan Agreement


(g) Form 14A 10 May 2017 ¦ Announcement regarding Scheme Meeting


11. (a) Common Cross-Border Merger Terms


(b) Schedule to the Common Cross-Border Merger Terms


12. Piper Jaffray & Co. consent letters dated:


(a) 4 April 2017


(b) 10 May 2017


13. Evercore Partners International LLP consent letters dated:


(a) 4 April 2017


(b) 10 May 2017


14. (a) Schedule of dealings by Morgan Stanley & Co. LLC ¦ 16 March 2016 to 16 March 2017


(b) Schedule of dealings by Morgan Stanley & Co. LLC ¦ 16 March 2017 to 8 May 2017


15. Irrevocable Undertakings from director shareholders of Innocoll Holdings plc:


(a) Irrevocable Undertaking dated 3 April 2017 from Jonathan Symonds, together with power of attorney


(b) Irrevocable Undertaking dated 3 April 2017 from Shumeet Banerji, together with power of attorney


(c) Irrevocable Undertaking dated 3 April 2017 from Anthony P. Zook


(d) Irrevocable Undertaking dated 3 April 2017 from A. James Culverwell


(e) Irrevocable Undertaking dated 3 April 2017 from David R. Brennan


(f) Irrevocable Undertaking dated 4 April 2017 from Rolf D. Schmidt, together with power of attorney


(g) Irrevocable Undertaking dated 4 April 2017 from Joseph Wiley


16. Irrevocable Undertakings from senior management shareholders of Innocoll Holdings plc:


(a) Irrevocable Undertaking dated 3 April 2017 from Charles Katzer


(b) Irrevocable Undertaking dated 3 April 2017 from Lesley Russell


(c) Irrevocable Undertaking dated 3 April 2017 from Jose Carmona


(d) Irrevocable Undertaking dated 3 April 2017 from Richard Fante


17. Irrevocable Undertaking dated 4 April 2017 from Turlough O’Connor in respect of Euro Deferred Shares


18. Irrevocable Undertakings from non-director / non-senior management shareholders of Innocoll Holdings plc:


(a) Irrevocable Undertaking dated 4 April 2017 from Cam Investment Cayman Holdings LP


(b) Irrevocable Undertaking dated 3 April 2017 from Sofinnova Venture Partners VIII, L.P


(c) Irrevocable Undertaking dated 3 April 2017 from The New York Distressed Debt Trading Desk of Morgan Stanley & Co., LLC


(d) Irrevocable Undertaking dated 3 April 2017 from the Irrevocable Trust of Friedrich Wilhelm Schmidt and Ann Schmidt Dated October 24, 1990


(e) Irrevocable Undertaking dated 3 April 2017 from the Irrevocable Trust of Rolf D. Schmidt and Renate U. Schmidt Dated November 30, 1990


(f) Irrevocable Undertaking dated 3 April 2017 from Investment Partners, LP


(g) Irrevocable Undertaking dated 3 April 2017 from BigCreek, LP


(h) Irrevocable Undertaking dated 3 April 2017 from F.W. Schmidt


(i) Irrevocable Undertaking dated 3 April 2017 from Paul G. Oxholm


(j) Irrevocable Undertaking dated 3 April 2017 from the Cacoosing Family Charitable Foundation


19. Expenses Reimbursement Agreement ¦ 4 April 2017


20. Fairness Opinion of Piper Jaffray & Co. ¦ 4 April 2017


21. Form of CVR Agreement


22. Loan Agreement ¦ 9 May 2017


23. Innocoll Holdings plc Executed Warrant ¦ 9 May 2017


24. Transaction Agreement ¦ 4 April 2017


DISCLAIMER - IMPORTANT

You are attempting to enter this website (this "Microsite") that is designated for the publication of documents and information in connection with the recommended offer made by Gurnet Point L.P. acting through its general partner, Waypoint International GP LLC ("Gurnet Point"), through Lough Ree Technologies Limited ("Gurnet Bidco"), for the entire issued and to be issued ordinary share capital of Innocoll Holdings plc (the "Company") announced on 4 April 2017 (the "Offer").

ACCESS TO THIS MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION, OR VIEWING THE INFORMATION WOULD RESULT IN A BREACH OF ANY SUCH LAWS, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT THIS MICROSITE.

THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS, COMMUNICATIONS AND OTHER INFORMATION (TOGETHER, THE "INFORMATION") RELATING TO THE OFFER IN COMPLIANCE WITH THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES 2013 (THE "IRISH TAKEOVER RULES"). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THE AVAILABILITY OF THE INFORMATION ON THIS MICROSITE IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

THE INFORMATION IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR OTHERWISE DISPOSE OF OR AN INVITATION OR THE SOLICITATION OF AN OFFER TO PURCHASE OR OTHERWISE ACQUIRE ANY SECURITIES, OR THE SOLICITATION OF A PROXY OR OF ANY VOTE OR APPROVAL IN ANY JURISDICTION PURSUANT TO THE INFORMATION, IN CONNECTION WITH THE OFFER OR OTHERWISE. ANY PERSON SEEKING ACCESS TO THIS MICROSITE REPRESENTS AND WARRANTS TO GURNET POINT AND GURNET BIDCO THAT THEY ARE DOING SO FOR INFORMATIONAL PURPOSES ONLY.


Basis of Access to Information

Please read this notice carefully before clicking "I agree" or "I disagree" below. This notice applies to all persons who view this Microsite and depending on who you are and where you live it may affect your rights. This notice and the Information may be amended or updated by Gurnet Point and/or Gurnet Bidco from time to time and it should be read carefully in full each time you wish to view the Microsite. In addition, the content of this Microsite, and its accessibility by certain persons, may be amended at any time in whole or in part at Gurnet Point’s and/or Gurnet Bidco’s sole discretion.

The Information speaks only at the date of the relevant document, announcement or communication and Gurnet Point and Gurnet Bidco have, and accept, no, and expressly disclaim any, responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation). Gurnet Point and Gurnet Bidco do not have, and do not accept, any responsibility or duty to update the Information and reserve the right to add to, remove or amend any Information reproduced on this Microsite at any time.

The only responsibility accepted by Gurnet Point is with respect to the correctness and fairness of the reproduction or presentation of the Information, unless a responsibility statement in any relevant document expressly provides otherwise.

The full terms and conditions of the Offer will be set out in the formal scheme documentation (the "Scheme Document"), or if the Offer is implemented by way of a takeover offer, the formal offer documentation (the "Offer Document"). In considering the Offer, shareholders of the Company should rely only on the information contained, and procedures described, in the Scheme Document, or if the Offer is implemented by way of a takeover offer, the Offer Document.

For regulatory reasons we have to ensure you are aware of the appropriate regulations for the country in which you are located. To allow you to view details relating to the Offer, you have to read the following and then press "I agree" below. If you are unable to agree you should press "I disagree" below and you will not be able to view any such details.


Overseas Persons

The Information contained in this Microsite is not for publication or distribution, directly or indirectly, in or into any jurisdiction where it would be unlawful to do so, and the availability of such Information (and any related offer) to shareholders who are resident in, or citizens or nationals of jurisdictions where it would be unlawful to do so, or to agents, nominees, custodians or trustees for such persons, may be restricted by the laws of the relevant jurisdictions.

Nothing on, or which can be downloaded from, this Microsite constitutes, or shall be deemed to constitute or form any part of, an offer to sell or an invitation or solicitation of any offer to purchase, exchange or subscribe for any securities or solicitation of any votes attaching to securities which are the subject of the Offer in any jurisdiction where such offer or solicitation is unlawful. The Information may not be downloaded or accessed by any person from or in any jurisdiction where it would or may constitute a breach of any applicable laws or regulations. Persons receiving the Information (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to observe such restrictions and / or requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the entities involved in the Offer disclaim any responsibility or liability for the violations of any such restrictions by any person.

If you are not resident in, or a citizen or national of, a jurisdiction where it would be unlawful to do so, you may access the Information contained in this Microsite but you must first inform yourself about and observe any applicable legal requirements of your jurisdiction. If you are not permitted to view any information in relation to the Offer by virtue of applicable laws or regulatory requirements, please do not enter this Microsite.

The Offer will not be made, directly or indirectly, in or into any jurisdiction where it would be unlawful to do so or by use of mail or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or by any facility of a national securities exchange of any jurisdiction where it would be unlawful to do so. The Offer will not be capable of acceptance by any such mail, means, instrumentality or facility from or within any jurisdiction where it would be unlawful to do so.


Important Additional Information for U.S. Holders of Company Shares and Where to Find It

In connection with the Offer, the Company intends to file a proxy statement, which will include the Scheme Document (the "Proxy Statement"), with the U.S. Securities and Exchange Commission (the "SEC") and mail a copy to its shareholders in advance of the meeting(s) of the Company’s shareholders in connection with the Offer. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING THE SCHEME DOCUMENT) AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC BY THE COMPANY CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE OFFER AND RELATED MATTERS. Shareholders will be able to obtain free copies of the Proxy Statement and other documents filed with or furnished to the SEC by the Company through the website maintained by the SEC at www.sec.gov. In addition, shareholders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by the Company from the Company under the "Investors" tab on the Company’s website at www.innocoll.com.


Participants in the Solicitation

The Company, Gurnet Point, Gurnet Bidco and certain of their respective directors, officers and employees may be considered participants in the solicitation of proxies from the shareholders of the Company in respect of the transactions contemplated by the Offer. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of the Company 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 that will be filed with the SEC by the Company in connection with the proposed transactions when it becomes available.


Forward-Looking Statements

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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 the Company 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 Gournet Point, Gurnet Bidco or the Company and discussions of Gurnet Point’s business plan, Gurnet Bidco’s or the Company’s business plan. All forward-looking statements included in this Microsite made by Gurnet Point and / or Gurnet Bidco are based upon information known to Gurnet Point and / or Gurnet Bidco on the date of the relevant Information and all forward-looking statements included in this Microsite made by the Company are based upon information known to the Company on the date of the relevant Information. In particular, statements are made in this Microsite as to Gurnet Point’s and / or Gurnet Bidco’s approach and plans for growth of the Company’s business, which statements are based on certain assumptions as to economic, business and operational conditions prevailing at the date of the relevant Information. In the event that these conditions are significantly different from the ones envisaged at the date of the relevant Information, Gurnet Point and / or Gurnet Bidco may need to make changes in its approach and plans. Except as expressly required by law, Gurnet Point, Gurnet Bidco and the Company disclaim any intent or obligation to update or revise these forward-looking statements. None of Gurnet Point, Gurnet Bidco or the Company undertake any obligation to publicly 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.

It is not reasonably possible to itemize all of the many factors and specific events that could cause the forward-looking statements included in this Microsite to be incorrect or could otherwise have a material effect on the future operations or results of the Company.

THE INFORMATION CONTAINED IN THIS MICROSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.


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