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 intends to acquire all shares in the Company. In order to achieve this, the Offeror aims to increase its interest in the Company to a level which allows it to initiate a takeover squeeze-out procedure in accordance with article 2:359c of the Dutch Civil Code or a statutory squeeze-out procedure in accordance with article 2:92a or 2:201a 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.
The Offeror and the Company will jointly request NYSE Euronext Amsterdam to terminate the listing and trading of the Shares on NYSE Euronext Amsterdam as soon as the relevant requirements have been met.Offer Memorandum, Position Statement and further information Shareholders are advised to review the Offer Memorandum and the Position Statement in detail and to seek independent advice, where appropriate, in order to reach a reasoned judgement in respect of the content of the Offer Memorandum, the Position Statement and the Offer itself. Digital copies of the Offer Memorandum are available on the website of OctoPlus ( www.octoplus.nl) and Dr. Reddy’s ( www.drreddys.com). Copies of the Offer Memorandum are also available free of charge at the offices of OctoPlus and the Exchange Agent at the addresses mentioned below. The Dr. Reddy’s and OctoPlus websites do not constitute a part of, and are not incorporated by reference into, the Offer Memorandum. Digital copies of the Position Statement and the other documents with respect to the EGM, including the agenda and explanatory notes thereto and the voting results, are available on the website of OctoPlus ( www.octoplus.nl). Copies of the Position Statement are also available free of charge at the offices of OctoPlus at the address mentioned below. OctoPlus N.V.Zernikedreef 122333 CL LeidenThe Netherlands Exchange AgentKempen & Co N.V.Attn. Kempen Agency Services L3Beethovenstraat 3001077 WZ AmsterdamThe Netherlands Telefax: +31 (0)20 348 9549E-mail: email@example.com Advisors Kempen & Co and IDFC Capital are acting as financial advisors and Linklaters LLP is acting as legal advisor to Dr. Reddy's in connection with the Offer.
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