Dr. Reddy's declares Offer for OctoPlus unconditional - Seite 2

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

Settlement of the Offer

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 pursuant to the Offer on or prior to the Closing Date will receive the Offer Price in respect of each Tendered Share on 15 February 2013 (the "Settlement Date"). As of the date of this press release, dissolution or annulment of a Shareholders' tender or transfer (levering) shall not be permitted.

Post Closing Acceptance Period

The Offeror hereby announces the commencement of a Post Closing Acceptance Period (na-aanmeldingstermijn) to enable the Shareholders who did not tender their Shares during the Offer Period to tender their Shares under the same terms and conditions and at the same price as applicable to the Offer, as set out in the Offer Memorandum. The Post Closing Acceptance Period will commence at 9.00 hours CET on 13February 2013 and expire at 18.00 hours CET on 26February 2013.

The Offeror will publicly announce the results of the Post Closing Acceptance Period and the total amount and total percentage of Shares held by it in accordance with article 17, paragraph 4 of the Decree ultimately on 1 March 2013. The Offeror shall continue to accept for payment all Shares validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) during such Post Closing Acceptance Period and shall pay for such Shares within five Business Days following the last day of the Post Closing Acceptance Period.  

During the Post Closing Acceptance Period, Shareholders have no rights to withdraw Shares from the Offer, whether validly tendered during the Offer Period (or defectively tendered provided that such defect has been waived by the Offeror) or during the Post Closing Acceptance Period.

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.

The Offeror intendsto acquire all shares in the Company. In order to achieve this, the Offeroraims toincrease its interest in the Company to a level which allows it to initiate a takeover squeeze-out procedure in accordance with article 359c of the Dutch Civil Code or a statutory squeeze-out procedure in accordance with article 92a or 201a of the Dutch Civil Code. In addition to the Post Closing Acceptance Period the Offeror may therefore decide to purchase Shares on the market or through private transactions.In addition, the Offeror may pursue one or more of the measures referred to in Section 6.11.3 of the Offer Memorandum.