13D Filing: Lough Ree Technologies Ltd and Innocoll Holdings Plc

Item 1.

Security and Issuer.

This Schedule 13D (the “Schedule 13D”) relates to the ordinary shares, par value $0.01 per share (the “Issuer Ordinary Shares”) of Innocoll Holdings plc, an Irish public limited company (registered number 544604) (the “Issuer”).  The address of the principal executive offices of the Issuer is Unit 9, Block D, Monksland Business Park, Monksland, Athlone, Ireland.

Item 2.

Identity and Background.

This Schedule 13D is being filed by (i) Lough Ree Technologies Limited, an Irish private limited company (“Lough Ree”), (ii) Gurnet Point L.P., a Delaware limited partnership (“Gurnet”) and (iii) Waypoint International GP LLC (“Waypoint”), a Delaware limited liability company (each of Lough Ree, Gurnet and Waypoint, a “Reporting Person” and, collectively, the “Reporting Persons”). An agreement among the Reporting Persons with respect to the filing of this statement is attached hereto as Exhibit 7.

The principal business address of Lough Ree is 55 Cambridge Parkway, Suite 401, Cambridge, MA 02142 and its registered office address is 70 Sir John Rogerson’s Quay, Dublin 2, Ireland.  The principal business and office address of Gurnet and Waypoint is 55 Cambridge Parkway, Suite 401, Cambridge, MA 02142.

Lough Ree, a wholly-owned subsidiary of Gurnet, was formed for the sole purpose of holding equity in connection with the Acquisition (as defined below) and Lough Ree has not conducted any unrelated activities since its formation.  Gurnet is a healthcare investment fund that invests in life sciences, medical technology and healthcare services companies across all stages of development through to commercialization. The principal business of Waypoint is to act as the general partner, and be responsible for, the business and affairs of Gurnet.

The name, residence or business address, present principal occupation or employment (including the name, principal business and address of any corporation or other organization in which such employment is conducted) and place of citizenship of each executive officer (or equivalent) and director of each Reporting Person are set forth on Schedule I attached hereto (collectively, the “Scheduled Persons,” and each a “Scheduled Person”), and are incorporated herein by reference.

During the past five years, none of the Reporting Persons, nor, to the best of their knowledge, any of the Scheduled Persons, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

As more fully described in Item 4 hereof, certain shareholders of the Issuer have executed Irrevocables (as defined below) in favor of Lough Ree and Gurnet.  The Irrevocables (which are the bases for the beneficial ownership by the Reporting Persons of the Issuer Ordinary Shares that are the subject of this Schedule 13D) were entered into as an inducement to the Reporting Person’s willingness to announce its intended acquisition of all of the issued and outstanding ordinary share capital of the Issuer and to enter into the Transaction Agreement (as defined below), and do not require the payment of any funds by any of the Reporting Persons.  Thus, no funds have been used for this purpose.

Item 4.

Purpose of Transaction.

On April 4, 2017, the Issuer and Gurnet (acting through Waypoint), issued an announcement in accordance with Rule 2.5 of the Irish Takeover Panel Act 1997, Takeover Rules 2013, setting forth the terms of the acquisition of the entire issued and to be issued share capital of the Issuer by Lough Ree (the “Acquisition”) by way of a scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act of 2014 (the “Scheme”). In connection with the Scheme, on April 4, 2017, Gurnet (acting through Waypoint), Lough Ree and the Issuer entered into a Transaction Agreement (the “Transaction Agreement”).  Subject to the terms and conditions of the Scheme and the Transaction Agreement, at the effective time of the Scheme, Lough Ree will acquire all of the issued and outstanding share capital of the Issuer in exchange for $1.75 per Issuer Ordinary Share in cash and one contingent value right (a “CVR”) per Issuer Ordinary Share, which CVRs will represent the right to receive additional payments in cash up to a maximum aggregate amount of $4.90 per CVR, contingent upon the Issuer achieving certain milestones and subject to the terms and conditions of a Contingent Value Rights Agreement to be entered into between Lough Ree and a rights agent in connection with the consummation of the transactions contemplated by the Scheme and the Transaction Agreement.