Registration No. 333-208438​

 

WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY

This prospectus relates to the ordinary shares of Innocoll Holdings plc, a public limited company formed under Irish law (“Innocoll Ireland”), to be issued to holders of ordinary shares of Innocoll AG, a German stock corporation (“Innocoll Germany”), in connection with the proposed cross-border merger between Innocoll Germany and Innocoll Ireland with Innocoll Germany being the disappearing entity and Innocoll Ireland being the surviving entity in a merger by acquisition (the “Merger”). The Merger will be effected pursuant to the common draft terms of a cross-border merger (the “Merger Proposal”). The executed version of the common draft terms is attached to this prospectus as Annex A (the “Draft Merger Proposal”). Holders of Innocoll Germany ordinary shares are being asked to approve the Merger at an extraordinary general meeting of shareholders of Innocoll Germany (the “Extraordinary Meeting”), to be held on January 30, 2016, at 10:00 a.m. Central European Time, at the offices of Dr. Susanne Frank, Residenzstraße 27, 80333 Munich, Germany.

If approved by our shareholders, the Merger would result in Innocoll Ireland becoming the publicly-traded parent of the Innocoll group of companies and also result in you holding Innocoll Ireland ordinary shares, par value $0.01 per share, rather than Innocoll Germany ordinary shares, with a notional value of  €1.00 per share. After the Merger, Innocoll Ireland will continue to conduct the same businesses through the Innocoll group of companies as Innocoll Germany conducted prior to the Merger and your relative economic interest in the Innocoll group will remain unchanged after the Merger.

Conditioned upon the Merger becoming effective, Innocoll Germany has resolved to terminate the Innocoll Germany American Depositary Share (“ADS”) facility. Each outstanding ADS currently represents 1/13.25 of an ordinary share of Innocoll Germany. In order to be able to issue one Innocoll Ireland ordinary share in the Merger which will then be exchangeable for each ADS upon after the termination of the ADS facility, each Innocoll Germany ordinary share will be converted into 13.25 Innocoll Ireland ordinary shares in the Merger. If any action is required by a holder of ADSs to effect the exchange of such ADSs for the underlying ordinary share of Innocoll Ireland to be issued in the Merger, holders of ADSs will receive separate instructions on how to surrender and cancel the Innocoll Germany ADSs.

On the effective date of the Merger, each holder of Innocoll Germany ordinary shares (other than holders of ADSs) will hold 13.25 Innocoll Ireland ordinary shares for each Innocoll Germany ordinary share held prior to the Merger. Since Irish law does not recognize fractional shares held of record, Innocoll Ireland will not issue any fractions of Innocoll Ireland ordinary shares. Instead, all entitlements to fractional Innocoll Ireland ordinary shares held by a registered shareholder will be aggregated with the entitlements to fractional Innocoll Ireland ordinary shares of all other Innocoll Germany shareholders and will be sold by the exchange agent, with any sale proceeds being distributed in cash pro rata to such registered shareholders whose fractional entitlements have been sold.

We expect the Innocoll Ireland ordinary shares to be listed on the NASDAQ Global Market (“NASDAQ”) under the symbol “INNL”, the same symbol under which Innocoll Germany ADSs are currently listed and traded. Currently, there is no established public trading market for the ordinary shares of Innocoll Ireland.

Upon completion of the Merger, we will continue to be subject to U.S. Securities and Exchange Commission reporting requirements applicable to foreign private issuers, the mandates of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act and the applicable corporate governance rules of NASDAQ. After the Merger, we will also be obligated to comply with any additional applicable rules and reporting requirements under Irish law. In addition, at or prior to the effective time of the Merger, we intend to elect to voluntarily report our consolidated financial results in U.S. dollars and under U.S. generally accepted accounting principles instead of International Financial Reporting Standards.

Under U.S. federal income tax law and Irish tax law, holders of ordinary shares of Innocoll Germany or Innocoll Germany ADSs generally will not recognize gain or loss on the exchange of such shares or ADSs for Innocoll Ireland ordinary shares in the Merger or upon termination of the ADSs and the termination of the ADS facility. Under German tax law, holders of Innocoll Germany ordinary shares will technically recognize a gain, however it is expected that this gain will be exempt from German taxes as Innocoll Germany shareholders may have the ability to elect for a tax-neutral treatment or enjoy the protection of an applicable double tax treaty. WE URGE YOU TO CONSULT YOUR OWN TAX ADVISOR REGARDING YOUR PARTICULAR TAX CONSEQUENCES.

The Merger cannot be completed without satisfying certain conditions, the most important of which is the approval of the Merger by the affirmative vote of holders of at least seventy five percent (75%) of the ordinary shares of Innocoll Germany represented in person or by proxy at the Extraordinary Meeting.

We currently anticipate that the Merger will be completed during the first quarter of 2016, although we may abandon the Merger at any time prior to the Extraordinary Meeting and, in certain circumstances, even after obtaining shareholder approval if certain other conditions are not met as described in this Prospectus.

WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND A PROXY. If you hold Innocoll Germany ordinary shares through an intermediary such as a broker/dealer or clearing agency, or if you hold Innocoll Germany ADSs, you should consult with that intermediary about how to obtain information on the Extraordinary Meeting.

We encourage you to read this entire prospectus carefully. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS WE DESCRIBE STARTING ON PAGE 25.

None of the U.S. Securities and Exchange Commission, any U.S. state securities commission or any other regulatory authority has approved or disapproved of the securities to be issued in the merger or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is December 22, 2015.

In reviewing this prospectus, you should carefully consider the matters described under “Risk Factors.”

This prospectus incorporates important business and financial information about Innocoll Germany from documents filed with the U.S. Securities and Exchange Commission (the “SEC”) that have not been included in or delivered with this prospectus. This information is available at the Web site the SEC maintains at www.sec.gov, as well as from other sources. See the section of this prospectus entitled “Where You Can Find More Information.” You also may request copies of these documents from us, without charge, upon written or oral request directed to Innocoll Shareholder Services, Innocoll AG, Unit 9, Block D, Monksland Business Park, Monksland, Athlone, Co. Roscommon, Ireland. In order to receive timely delivery of the documents, you must make your request no later than five business days prior to the date of the Extraordinary Meeting.

This document is not a prospectus within the meaning of the Companies Act 2014 of Ireland, the Prospectus Directive (2003/71/EC) or the Prospectus Rules issued by the Central Bank of Ireland. No offer of shares to the public is made, or will be made, that requires the publication of a prospectus pursuant to Irish prospectus law within the meaning of the above legislation. Other than pursuant to U.S. federal and state securities laws, this document is not a prospectus, prospectus equivalent document or any other form of formal disclosure document for the purposes of any applicable law, rule or regulation in any other jurisdiction, state, province or territory and no offer of shares to the public is being made, or will be made, that requires the publication of a prospectus, prospectus equivalent document or any other form of formal disclosure document and this document is not required to, and does not, contain all the information which may be required in a prospectus, prospectus equivalent document or any other form of formal disclosure document for the purposes of any applicable law, rule or regulation in any other jurisdiction, state, province or territory.

None of the SEC, any U.S. state securities commission, the Central Bank of Ireland or any other regulatory body, agency or authority elsewhere have approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. This document has not been reviewed by or registered with the Central Bank of Ireland or any other regulatory body, agency or authority elsewhere, other than the SEC. This document does not constitute investment advice or the provision of investment services within the meaning of the European Communities (Markets in Financial Instruments) Regulations 2007 of Ireland (as amended), the Markets in Financial Instruments Directive (2004/39/EC) or any equivalent law, rule or regulation in any other jurisdiction, state, province or territory. This document does not take into account the investment objectives, financial situation or needs of any particular person. Neither Innocoll Ireland nor Innocoll Germany is an authorized investment firm within the meaning of the European Communities (Markets in Financial Instruments) Regulations 2007 of Ireland (as amended), the Markets in Financial Instruments Directive (2004/39/EC) or any equivalent law, rule or regulation in any other jurisdiction, state, province or territory and the recipients of this document should seek independent legal and financial advice in determining their actions in respect of or pursuant to this document.

This prospectus does not constitute an offer to sell or otherwise dispose of, or an invitation or solicitation of any offer to buy or otherwise acquire, any securities in any jurisdiction, state, province or territory in contravention of applicable law.

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE MERGER

References in this prospectus to “Innocoll Germany” refer to Innocoll AG, a German stock corporation. References in this prospectus to “Innocoll Ireland” refer to Innocoll Holdings plc, a public limited company formed under Irish law. References to “Innocoll,” “we,” “us,” “our,” or the “Innocoll group” refer to Innocoll Germany and its consolidated subsidiaries prior to the Merger and Innocoll Ireland together with its consolidated subsidiaries following completion of the Merger. References in this prospectus to “our board” refer to the management board of Innocoll Germany.

The following questions and answers are intended to address briefly some commonly asked questions regarding the proposed Merger and the Extraordinary Meeting. These questions and answers may not address all questions that may be important to you. Please refer to the more detailed information contained elsewhere in this prospectus, its annexes and the documents referred to or incorporated by reference in this prospectus for more information. For instructions on obtaining the documents incorporated by reference, see “Incorporation by Reference.”

Q:

WHY AM I RECEIVING THIS PROSPECTUS?

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A:

Our board has unanimously approved a corporate reorganization of the Innocoll group, which would result in Innocoll Ireland, an Irish public limited company, becoming the publicly traded parent of the Innocoll group of companies and result in you holding shares in an Irish company rather than a German company. If approved by our shareholders, Innocoll Germany will merge into Innocoll Ireland, with Innocoll Germany being the disappearing entity and Innocoll Ireland being the surviving entity (the “Merger”). You are receiving this prospectus because you own ordinary shares of Innocoll Germany. This prospectus describes the proposal to approve the Merger and related matters on which Innocoll shareholders are being requested to vote. This prospectus also gives you information about Innocoll and other background information to assist you in making an informed decision.

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We encourage you to read this prospectus carefully.

Q:

WHAT IS THE MERGER?

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A:

The Merger is the method by which we will effect the corporate reorganization of the Innocoll group. As a result of the Merger, Innocoll Germany, will merge into Innocoll Ireland, with Innocoll Germany being the disappearing entity and Innocoll Ireland being the surviving entity. Upon completion of the Merger, holders of Innocoll Germany ordinary shares will receive, as consideration, 13.25 ordinary shares of Innocoll Ireland in exchange for each share of Innocoll Germany they hold immediately prior to the Merger. Since Irish law does not recognize fractional shares held of record, Innocoll Ireland will not issue any fractions of Innocoll Ireland ordinary shares to Innocoll Germany shareholders in the transaction. Instead, all entitlements to fractional Innocoll Ireland ordinary shares will be aggregated and sold by the exchange agent, with any sale proceeds being distributed in cash pro rata to the Innocoll Germany shareholders whose fractional entitlements have been sold.

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Conditioned upon the Merger becoming effective, we have agreed to terminate the ADS facility. Accordingly, the ADSs will be cancelled and each ADS so cancelled will effectively become exchangeable for one ordinary share of Innocoll Ireland in connection with the Merger.

All the assets and liabilities of Innocoll Germany shall transfer by universal succession of title to Innocoll Ireland with Innocoll Germany being dissolved without going into liquidation. After the Merger, Innocoll Ireland will continue to conduct the same businesses through the Innocoll group of companies as Innocoll Germany conducted prior to the Merger.

Q:

WHO ARE THE PARTIES TO THE MERGER?

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A:

The parties to the Merger are Innocoll Germany and Innocoll Ireland.

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Q:

WHY DO YOU WANT TO HAVE YOUR PUBLICLY-TRADED PARENT INCORPORATED IN IRELAND?

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A:

In reaching its decision to approve the Merger Proposal and recommend the Merger for your approval, Innocoll Germany identified several potential benefits of having our publicly-traded parent incorporated in Ireland, including the following:

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Irish corporate law is more flexible than German corporate law. We believe that this flexibility could be beneficial to us in structuring equity issuances and other financing transactions which, under German law, are subject to subscription rights or price constraints which place Innocoll at a competitive disadvantage to its publicly traded peers. Under Irish law, statutory pre-emption rights can be made inapplicable for up to five years in the constitution of a company or by a special resolution passed by the shareholders of the company at a general meeting. A special resolution requires not less than 75% of the votes of Innocoll Ireland’s shareholders cast at a general meeting.

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That certain burdensome formalities imposed by German corporate law are not applicable to Irish corporate law which better aligns the administration of share capital and other corporate functions and corporate governance matters with the obligations of a NASDAQ listed company.

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That certain limitations imposed under German corporate law prohibit the exercise of stock options for a period of at least four years from issuance, even upon a change of control, and prohibit grants of options to members of our supervisory board, which limitations are not applicable to Irish companies. Accordingly, as an Irish company, we will be able to provide competitive equity incentive opportunities that enable us to continue to attract and retain talented directors, officers and employees.

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We believe that the Merger will result in a reduction in certain operational, administrative, legal and accounting costs over the long term. For example, while ordinary shares of Innocoll Germany cannot be listed directly on NASDAQ, we will be able to list the ordinary shares of Innocoll Ireland directly on NASDAQ, which will allow us to terminate the Innocoll Germany ADS facility and eliminate the costs and administrative burden associated with this program for Innocoll and its shareholders.

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The belief that a publicly-traded pharmaceutical company incorporated in Ireland and traded on NASDAQ will be better positioned to attract a broader shareholder base.

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Though we expect the Merger should provide us the benefits described above, the Merger will expose Innocoll Germany and its shareholders to some risks. Our board was cognizant of and considered a variety of risks or potential risks, including the possibility of uncertainty created by the Merger and the change in our legal domicile, the fact that we expect to incur costs to complete the Merger, the fact that Irish corporate law imposes different and additional obligations on us and other risks discussed in the discussion under “Risk Factors Relating to the Merger.” After completing its review of the expected benefits and the potential advantages of the Merger, our board unanimously approved the Merger Proposal, and has recommended that shareholders vote for the Merger. Nevertheless, we cannot assure you that any of the anticipated benefits of the Merger will be realized.

Q:

WILL THE MERGER AFFECT OUR CURRENT OR FUTURE OPERATIONS?

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A:

While changing the jurisdiction of incorporation of our publicly-traded parent is expected to position Innocoll to capture the benefits described above, we believe that the Merger should otherwise have no material impact on how we conduct our day-to-day operations. Where we conduct our future operations for our customers will depend on a variety of factors including the worldwide demand for our services and the overall needs of our business, independent of our legal domicile. Please read “Risk Factors Relating to the Merger” for a discussion of various ways in which the Merger could have an adverse effect on us.

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Q:

WILL THE MERGER DILUTE MY ECONOMIC INTEREST?

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A:

The Merger will not dilute your economic interest in the Innocoll group. Upon completion of the Merger, holders of Innocoll Germany ordinary shares will receive, as consideration, 13.25 ordinary shares of Innocoll Ireland in exchange for each share of Innocoll Germany they hold immediately prior to the Merger. Since Irish law does not recognize fractional shares held of record, Innocoll Ireland will not issue any fractions of Innocoll Ireland ordinary shares to Innocoll Germany

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shareholders in the transaction. Instead, all entitlements to fractional Innocoll Ireland ordinary shares will be aggregated and sold by the exchange agent, with any sale proceeds being distributed in cash pro rata to the Innocoll Germany shareholders whose fractional entitlements have been sold.

Conditioned upon the Merger becoming effective, we have agreed to terminate the ADS facility. Accordingly, the ADSs will be cancelled and each ADS so cancelled will effectively become exchangeable for one ordinary share of Innocoll Ireland in connection with the Merger.

Q:

WILL THE MERGER RESULT IN ANY CHANGES TO MY RIGHTS AS A SHAREHOLDER?

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A:

The completion of the Merger will change the governing corporate law that applies to shareholders of our parent company from German law to Irish law. The legal system governing corporations organized under Irish law differs from the legal system governing corporations organized under German law. As a result, we are unable to adopt governing documents for Innocoll Ireland that are identical to the governing documents for Innocoll Germany. Notwithstanding the differences in the governing documents between Innocoll Ireland and Innocoll Germany, we believe that Irish law and the proposed constitution of Innocoll Ireland adequately safeguard the rights of shareholders. See “Comparison of Rights of Shareholders.” A copy of Innocoll Ireland’s proposed constitution is attached as Schedule 1 to Annex A to this prospectus.

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Q:

WHAT ARE THE MAJOR ACTIONS THAT HAVE BEEN PERFORMED OR WILL BE PERFORMED TO EFFECT THE MERGER?

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A:

We have taken or intend to take the actions listed below to effect the Merger.

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Innocoll Ireland was reregistered from a private limited company to a public limited company on December 1, 2015;

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a joint merger report by the management board of Innocoll Germany and directors’ report by the board of directors of Innocoll Ireland has been prepared (which joint report will be made available on the Innocoll Germany website to shareholders of Innocoll Germany in accordance with German law requirements);

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a merger audit report has been prepared by the court-appointed auditor (which audit report will be made available on the Innocoll Germany website to shareholders of Innocoll Germany in accordance with German law requirements);

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the Merger Proposal was adopted by Innocoll Germany and Innocoll Ireland on December 20, 2015 and will be notarized for German law purposes after the Extraordinary Meeting;

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the directors of Innocoll Ireland will file the Merger Proposal in the Companies Registration Office in Ireland;

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the Merger Proposal will be filed with the German Commercial Register;

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Innocoll Ireland shall procure the publication of the particulars required under Irish law with respect to the Merger in the CRO Gazette and two Irish national daily newspapers;

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the German Commercial Register will publish a statement that the Merger Proposal has been filed along with certain information on minority shareholder and creditor rights as provided by Innocoll Germany;

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the sole shareholder of Innocoll Ireland will be asked to approve the Merger Proposal;

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Innocoll Germany shareholders will be asked to vote to approve the Merger Proposal at the Extraordinary Meeting and the Merger Proposal will be notarized for German law purposes after the Extraordinary Meeting;

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the registration of the Merger with, and receipt of a pre-merger certificate from, the competent German Commercial Register will be sought;

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an order by the Irish High Court certifying that Innocoll Ireland has completed properly the pre-merger acts and formalities for the Merger in accordance with the Irish Regulations will be sought;

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an expert’s report on the valuation of the non-cash consideration will be provided for the allotment of the Innocoll Ireland ordinary shares as a result of the Merger in compliance with the Irish Companies Acts; and

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an order by the Irish High Court approving the completion of the Merger pursuant to the Irish Regulations will be sought.

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The Merger Proposal must be notarized in accordance with German law requirements before it can be considered final. Such notarization is expected to occur immediately following the Extraordinary Meeting. Therefore, for German law purposes, the shareholders of Innocoll Germany will be asked to approve the draft Merger Proposal as attached to this Prospectus as Annex A.

Conditional upon approval of the Merger Proposal by the existing Innocoll Ireland shareholder, and the Innocoll Germany shareholders, and the satisfaction of the other conditions to completing the Merger, Innocoll Germany will merge with and into Innocoll Ireland, Innocoll Germany will dissolve without going into liquidation and the Merger will be effective.

As a result of the Merger:

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all assets and liabilities of Innocoll Germany shall transfer by universal succession of title to Innocoll Ireland;

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Innocoll Germany shall cease to exist;

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each shareholder will receive, as consideration in the Merger, 13.25 Innocoll Ireland ordinary shares for each Innocoll Germany ordinary share held immediately prior to the Merger, rounded down to the nearest whole Innocoll Ireland ordinary share;

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aggregated entitlements to fractional Innocoll Ireland ordinary shares will be sold by the exchange agent and sale proceeds will be distributed in cash pro rata to registered shareholders whose fractional entitlements have been sold;

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the Innocoll Germany ADS facility will be terminated and holders of ADSs will have their ADSs cancelled with each ADS so cancelled effectively becoming exchangeable for one Innocoll Ireland ordinary share;

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each share of Innocoll Germany will be cancelled and will cease to exist; and

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Innocoll Ireland will assume all rights and obligations of Innocoll Germany (including under the employee equity-based plans of Innocoll Germany) by operation of law.

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Q:

WILL THE MERGER HAVE AN IMPACT ON OUR OPERATING EXPENSES OR EFFECTIVE TAX RATE?

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A:

We do not expect the Merger to have a material effect on our operating costs, including our selling, general and administrative expenses. In addition, we do not expect the Merger to materially affect our worldwide effective corporate tax rate.

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Q:

IS THE MERGER TAXABLE TO ME?

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A:

Under German tax law, holders of Innocoll Germany ordinary shares will technically recognize a gain, however it is expected that this gain will be exempt from German taxes as Innocoll Germany shareholders may have the ability to elect for a tax-neutral treatment or enjoy the protection of an applicable double tax treaty. See “Material Tax Considerations — German Tax Considerations.”

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Under U.S. federal income tax law, holders of Innocoll Germany ordinary shares or Innocoll Germany ADSs generally will not recognize gain or loss as a result of the exchange of their ordinary shares or ADSs for ordinary shares of Innocoll Ireland in the Merger. See “Material Tax Considerations — U.S. Federal Income Tax Considerations.”

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Under Irish tax law, holders of Innocoll Germany ordinary shares or Innocoll Germany ADSs who are not resident or ordinarily resident in Ireland for Irish tax purposes and who do not carry on a trade in Ireland through a branch or agency to which the holding of such ordinary shares or ADSs is attributable will not be subject to tax as a result of the Merger.

Innocoll Germany shareholders that are resident or ordinarily resident in Ireland for Irish tax purposes, or Innocoll Germany shareholders who hold their ordinary shares or ADSs in connection with a trade carried on by such holder in Ireland through a branch or agency, will, subject to the availability of any exemptions and reliefs, generally be within the charge to Irish tax on chargeable gains arising on the cancellation of their ordinary shares or ADSs of Innocoll Germany pursuant to the Merger. However on the basis that the Merger is treated as a ‘scheme of reconstruction or amalgamation’ for Irish Capital Gains Tax purposes and qualifies for relief under Section 587 of the Taxes Consolidation Act, 1997, the cancellation of Innocoll Germany ordinary shares or ADSs and receipt of Innocoll Ireland ordinary shares or ADSs should not be treated as a disposal of Innocoll Germany ordinary shares or ADSs for Irish Capital Gains Tax (“CGT”) purposes.

The receipt by Innocoll Germany shareholders who are resident or ordinarily resident in Ireland for Irish tax purposes, or who hold their ordinary shares or ADSs in connection with a trade carried on by such holder in Ireland through a branch or agency, of cash in lieu of fractional ordinary shares of Innocoll Ireland will be treated as a part disposal of their Innocoll Germany ordinary shares or ADSs for Irish CGT purposes in respect of the cash consideration received. This may, subject to the availability of any exemptions and reliefs, give rise to a chargeable gain (or allowable loss) for the purposes of Irish CGT in respect of the cash received.

Shareholders of Innocoll Germany who are resident or ordinarily resident in Ireland for Irish tax purposes or who hold their ordinary shares or ADSs in connection with a trade carried on by such holder in Ireland through a branch or agency, and who exercise withdrawal rights and receive the cash compensation should be treated as having made a disposal for Irish CGT purposes and should consult their professional advisers on the Irish tax implications and the tax implications in other relevant jurisdictions including the deductibility of the shareholders’ tax basis in those shares. See “Material Tax Considerations — Irish Tax Considerations.”

Q:

IS THE MERGER A TAXABLE TRANSACTION FOR EITHER INNOCOLL GERMANY OR INNOCOLL IRELAND?

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A:

The Merger is a taxable transaction for Innocoll Germany for German tax purposes. However, due to the fact that Innocoll Germany has its place of management in Ireland and it does not own any assets that are allocable to a taxable presence in Germany, no tax is expected to be required to be paid by Innocoll Germany.

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The Merger is not a taxable transaction for Innocoll Germany or Innocoll Ireland for Irish tax purposes. There are capital gains tax and stamp duty restructuring reliefs available to facilitate this type of merger and the Merger fits within the parameters to qualify for those reliefs. The application of those reliefs does not require pre-notification or approval from the tax authorities.

Q:

WILL THERE BE IRISH WITHHOLDING TAX ON FUTURE DIVIDENDS, IF ANY, BY INNOCOLL IRELAND?

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A:

For the majority of shareholders, there will be no Irish withholding tax on dividends paid by Innocoll Ireland. Whether Innocoll Ireland will be required to deduct Irish dividend withholding tax from dividends paid to a shareholder will depend largely on whether that shareholder is resident for tax purposes in a “relevant territory.” The information below is only a summary and does not contain all of the information that is important to you. See “Material Tax Considerations — Irish Tax Considerations — Withholding Tax on Dividends” for a more detailed description of the Irish withholding tax on dividends.

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SHARES HELD BY U.S. RESIDENT SHAREHOLDERS

Dividends paid in respect of Innocoll Ireland ordinary shares that are owned by residents of the United States generally will not be subject to Irish withholding tax. For shares held through The

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Depository Trust Company (“DTC”), dividends will not be subject to Irish withholding tax if the address of the relevant shareholder in his, her or its broker’s records is in the United States. For shares held outside of DTC, dividends will not be subject to Irish withholding tax if the shareholder has provided a valid Irish dividend withholding tax exemption form to Innocoll Ireland’s transfer agent.

SHARES HELD BY RESIDENTS OF “RELEVANT TERRITORIES” OTHER THAN THE UNITED STATES

Dividends paid to Innocoll Ireland shareholders who are residents of  “relevant territories” other than the United States generally will not be subject to Irish withholding tax, provided that those shareholders provide a valid Irish dividend withholding tax exemption forms that will allow them to receive their dividends without any Irish withholding tax. Such shareholders must provide the appropriate Irish forms to their brokers before the record date for the first dividend payment to which they are entitled (in the case of shares held through DTC) or to Innocoll Ireland’s transfer agent at least seven business days before such record date (in the case of shares held outside DTC).

SHARES HELD BY RESIDENTS OF COUNTRIES THAT ARE NOT “RELEVANT TERRITORIES”

Innocoll Ireland shareholders who do not reside in “relevant territories” will be subject to Irish withholding tax (currently at the rate of 20%), though there are a number of exemptions that could apply on a case-by-case basis. Such shareholders should seek advice from their tax advisors as to whether and how they may claim such exemptions.

IMPORTANT INFORMATION ABOUT IRISH DIVIDEND WITHHOLDING TAX

Innocoll Ireland will rely on information received directly or indirectly from brokers and its transfer agent in determining where shareholders reside, whether they have provided the required U.S. tax information and whether they have provided the required Irish dividend withholding tax exemption forms. We strongly recommend that shareholders who will need to complete Irish dividend withholding tax exemption forms as described above do so and provide them to their brokers or Innocoll Ireland’s transfer agent, as the case may be, as soon as possible. Shareholders who do not need to complete Irish dividend withholding tax exemption forms should ensure, however, that their residence or required U.S. tax information has been properly recorded by their brokers or provided to Innocoll Ireland’s transfer agent, as the case may be. If any shareholder who is exempt from withholding receives a dividend subject to Irish dividend withholding tax, such shareholder may be able to make an application for a refund from the Irish Revenue Commissioners on the prescribed form, subject to certain time limits.

Links to the Irish Revenue forms are available at http://www.revenue.ie/en/tax/dwt/forms/index.html. Please contact your broker or your tax advisor if you have any questions regarding Irish dividend withholding tax.

Q:

WILL THERE BE IRISH INCOME TAX ON DIVIDENDS ON INNOCOLL IRELAND ORDINARY SHARES?

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A:

Irish income tax and the universal social charge may arise for non-Irish residents in respect of dividends received from Irish resident companies.

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Dividends paid in respect of Innocoll Ireland ordinary shares owned by residents of  “relevant territories” or by other shareholders that are otherwise exempt from Irish dividend withholding tax will generally not be subject to Irish income tax or the universal social charge unless such shareholders hold the shares through a branch or agency which carries on a trade in Ireland. Residents of  “relevant territories” and other shareholders that are otherwise exempt from Irish dividend withholding tax who receive dividends subject to Irish withholding tax may be able to make an application for a refund from the Irish Revenue Commission on the prescribed form, subject to certain time limits. Innocoll Ireland shareholders who receive their dividends subject to Irish dividend withholding tax will generally have no further liability to Irish income tax or the universal social charge on the dividend unless such shareholders hold the shares through a branch or agency which carries on a trade in Ireland.

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The summary response does not address shareholders that are resident or ordinarily resident in Ireland for Irish tax purposes, and such shareholders should seek advice from their tax advisors.

See “Material Tax Considerations — Irish Tax Considerations — Income Tax on Dividends Paid on Innocoll Ireland Ordinary Shares” for a more detailed description of the Irish income tax on dividends.

Q:

WILL THERE BE AN IRISH STAMP DUTY ON THE TRANSFER OF INNOCOLL IRELAND ORDINARY SHARES?

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A:

Under Irish stamp duty law, stamp duty may be incurred upon certain share transfers occurring after completion of the merger.

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Innocoll Ireland expects to enter into arrangements with DTC to allow Innocoll Ireland ordinary shares to be settled through the facilities of DTC (including Innocoll Ireland ordinary shares issued upon conversion of the Innocoll Germany ordinary shares underlying ADSs). As such, the summary below deals with shareholders who hold their shares through DTC and shareholders who hold shares outside of DTC.

Shares Held Through DTC

A transfer of Innocoll Ireland ordinary shares effected by means of the transfer of book-entry interest in DTC will not be subject to Irish stamp duty.

Shares Held Outside of DTC or Transferred Into or Out of DTC

A transfer of Innocoll Ireland ordinary shares where any party to the transfer holds such shares outside of DTC may be subject to Irish stamp duty.

Shareholders wishing to transfer their shares into (or out of) DTC may do so without giving rise to Irish stamp duty, provided that:

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there is no change in the ultimate beneficial ownership of such shares as a result of the transfer; and

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the transfer into (or out of) DTC is not on a sale or in contemplation of a sale.

​

Because of the potential Irish stamp duty on transfers of Innocoll Ireland ordinary shares, we strongly recommend that any person who wishes to acquire Innocoll Ireland ordinary shares after completion of the Merger acquires such shares through DTC.

Innocoll Ireland expects that it may be required to assume the obligation for paying the stamp duty liability with respect to certain transfers of Innocoll Ireland ordinary shares as a result of the arrangements it enters into with DTC. Innocoll Ireland’s constitution as it will be in effect after the Merger provides that, if stamp duty resulting from the transfer of Innocoll Ireland ordinary shares, which would otherwise be payable by the transferee, is paid by Innocoll Ireland or any subsidiary of Innocoll Ireland on behalf of or as agent for the transferee, then in those circumstances, Innocoll Ireland shall on its behalf or on behalf of any such subsidiary, be entitled to (i) seek reimbursement of the stamp duty from the transferor or transferee (at Innocoll Ireland’s or relevant subsidiary’s discretion), (ii) set-off the stamp duty against any dividends payable to the transferor or transferee (at Innocoll Ireland’s or relevant subsidiary’s discretion) and (iii) to claim a first and permanent lien on the shares on which stamp duty has been paid by Innocoll Ireland or any subsidiary for the amount of stamp duty paid. Innocoll Ireland’s lien shall extend to all dividends paid on those shares.

See “Material Tax Considerations — Irish Tax Considerations — Stamp Duty” for a more detailed description of the Irish stamp duty.

Q:

UNDER IRISH LAW, DOES IT MATTER, FOR TAX OR OTHER REASONS, WHETHER I HOLD MY SHARES “BENEFICIALLY” OR “OF RECORD”?

​

A:

Yes. In general, Innocoll Ireland shareholders will hold their shares in one of two ways. Some shareholders are directly registered in their own names on Innocoll Ireland’s shareholder records, as

​

7

maintained by its transfer agent. In this prospectus, we generally refer to these shareholders as holding their shares “directly” or “of record.” Most of our shareholders will hold their shares through banks, brokers, trustees, custodians or other nominees, which in turn hold those shares through DTC. We generally refer to these shareholders as holding their shares “beneficially,” and to these banks brokers, trustees, custodians or other nominees as “brokers.”

Under Irish tax law you may be treated differently depending on whether you hold your shares “beneficially” or “of record.” Because of the potential Irish stamp duty on transfers of Innocoll Ireland ordinary shares, we strongly recommend that any person who wishes to acquire Innocoll Ireland ordinary shares after completion of the Merger acquires such shares through DTC. See “Material Tax Considerations — Irish Tax Considerations.”

Q:

WHAT TYPES OF INFORMATION AND REPORTS WILL INNOCOLL IRELAND MAKE AVAILABLE FOLLOWING THE MERGER?

​

A:

After the effective time of the Merger, we will remain subject to U.S. Securities and Exchange Commission (the “SEC”) reporting requirements, the mandates of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act and the applicable corporate governance rules of NASDAQ. We also must comply with any additional applicable rules and reporting requirements under Irish law. In addition, at or prior to the effective time of the Merger, we intend to elect to voluntarily report our consolidated financial results in U.S. dollars and under U.S. generally accepted accounting principles instead of International Financial Reporting Standards. To the extent possible under Irish law, Innocoll Ireland’s corporate governance practices are expected to be comparable to those of Innocoll Germany. Please see “Comparison of Rights of Shareholders.”

​

Q:

WHAT ARE THE CLOSING CONDITIONS TO THE MERGER?

​

A:

The Merger cannot be completed without satisfying certain conditions, the most important of which is that the Innocoll Germany shareholders approve the Merger at the Extraordinary Meeting. In addition, there are other conditions, such as the receipt of a confirmation from the German Revenue Administration that there is no stamp duty tax payable under German law as a result of the Merger, the requirement to obtain authorization for listing the Innocoll Ireland ordinary shares on NASDAQ, the registration of the Merger with the competent German Commercial Register, receipt of pre-merger certificates, and receipt of a final order approving the completion of the Merger and specifying the date of the Merger from the Irish High Court. Please see “Summary of the Merger — Reasons that Innocoll may Decide to Abandon the Merger.”

​

Q:

WHEN DO YOU EXPECT THE MERGER TO BE COMPLETED?

​

A:

We intend to complete the Merger in the first quarter of 2016, assuming the Merger is approved at the Extraordinary Meeting. If the Merger is approved by the requisite vote of the Innocoll Germany shareholders at the meeting, and the other conditions to completion of the Merger are satisfied (including the approval of the relevant German tax authorities), we will file an application for a final order of the Irish High Court as soon as practicable following the Extraordinary Meeting and the receipt of pre-merger certificates by Innocoll Ireland and Innocoll Germany. The Merger will be completed and become effective on the date specified by the Irish High Court.

​

We may decide to abandon the Merger at any time prior to the Extraordinary Meeting and the Merger remains subject to certain conditions even after obtaining shareholder approval at the Extraordinary Meeting. After the Merger is approved by Innocoll Germany shareholders and German and Irish pre-merger certificates are obtained, we anticipate filing the application for a final order specifying the date that the Merger is to effected with the Irish High Court, unless one of the conditions to completing the Merger fails to be satisfied.

Q:

WHAT WILL I RECEIVE FOR MY INNOCOLL GERMANY SHARES?

​

A:

Upon completion of the Merger, holders of Innocoll Germany ordinary shares will receive, as consideration, 13.25 ordinary shares of Innocoll Ireland in exchange for each share of Innocoll

​

8

Germany they hold immediately prior to the Merger. Since Irish law does not recognize fractional shares held of record, Innocoll Ireland will not issue any fractions of Innocoll Ireland ordinary shares to Innocoll Germany shareholders in the transaction. Instead, all entitlements to fractional Innocoll Ireland ordinary shares will be aggregated and sold by the exchange agent, with any sale proceeds being distributed in cash pro rata to the Innocoll Germany shareholders whose fractional entitlements have been sold.

Conditioned upon the Merger becoming effective, we have agreed to terminate the ADS facility. Accordingly, the ADSs will be cancelled and each ADS so cancelled will effectively become exchangeable for one ordinary share of Innocoll Ireland in connection with the Merger.

Q:

DO I HAVE TO TAKE ANY ACTION TO EXCHANGE MY INNOCOLL GERMANY SHARES AND RECEIVE THE INNOCOLL IRELAND ORDINARY SHARES THAT I BECOME ENTITLED TO RECEIVE AS A RESULT OF THE MERGER?

​

A:

All ordinary shares of Innocoll Germany held by Citibank N.A. underlying Innocoll Germany ADSs will be converted into ordinary shares of Innocoll Ireland and recorded in book entry form in DTC. If any action is required by a holder of ADSs to effect the exchange of such ADSs for the underlying ordinary share of Innocoll Ireland to be issued in the Merger, holders of ADSs will receive separate instructions on how to surrender and cancel their Innocoll Germany ADSs.

​

Innocoll Ireland expects to enter into arrangements with DTC to allow Innocoll Ireland ordinary shares to be settled through the facilities of DTC. Accordingly, beneficial owners of Innocoll Germany ordinary shares held in “street name” through a bank, broker or other nominee will not be required to take any action. Ownership, following receipt of Innocoll Ireland ordinary shares, will be recorded in book entry form by your nominee, or broker or bank (as they are today) through the facilities of DTC without the need for any additional action.

If you are a registered uncertificated holder of Innocoll Germany ordinary shares, you will be sent instructions explaining the procedure for surrendering your Innocoll Germany book-entry shares in exchange for Innocoll Ireland ordinary shares. Innocoll Ireland ordinary shares will be initially delivered to the exchange agent for the Merger, for delivery to you, or in “street name” through DTC, in accordance with such instructions.

Holders of shares of Innocoll Germany or ADS holders of record that elect to receive a share certificate representing Innocoll Ireland ordinary shares should note that subsequent transfers of Innocoll Ireland ordinary shares outside of DTC may be subject to Irish stamp duty.

Q:

WHAT HAPPENS TO INNOCOLL GERMANY’S OUTSTANDING EQUITY-BASED AWARDS AT THE EFFECTIVE TIME OF THE MERGER?

​

A:

As a result of the Merger, Innocoll Ireland will assume, and become the plan sponsor of, each employee benefit and compensation plan, arrangement and agreement that is presently sponsored, maintained or contributed to by Innocoll Germany (including each equity and incentive plan and any outstanding award outstanding thereunder on the date of the Merger).

​

At the effective time of the Merger and pursuant to the terms of the Merger Proposal, each above-mentioned outstanding option to acquire shares of Innocoll Germany immediately prior to the effective time of the Merger will be converted, as applicable, into an option to acquire or an award covering a number of ordinary shares of Innocoll Ireland (rounded down to the nearest whole share) equal to the product obtained by multiplying (x) the number of Innocoll Germany ordinary shares subject to the option or award by (y) 13.25, at an exercise price (rounded up to the nearest whole cent) per Innocoll Ireland ordinary share equal to the quotient obtained by dividing (i) the exercise price per Innocoll Germany ordinary share by (ii) 13.25. If, upon exercise of such converted options or awards, Innocoll Ireland would be required to issue fractional shares, Innocoll Ireland is entitled to make a cash payment in the amount of the value of the fractional options, which amount shall be equivalent to the corresponding fraction of the closing price of Innocoll Irelands’ shares on NASDAQ Global Market

9

on the day the option or award was exercised. Each Innocoll Ireland option or award as so assumed and converted will otherwise continue to have, and will otherwise be subject to, the same terms and conditions as applied to the applicable Innocoll Germany option immediately prior to the effective time of the scheme.

We anticipate that some or all of the outstanding and previously issued Innocoll Germany options and awards, including the stock options granted by Innocoll Germany to its own and it subsidiaries’ members of the management board and employees pursuant to a stock option plan, will be reissued under the 2016 Plan after the effective time of the Merger, subject to the consent of the relevant option holder.

In addition, Innocoll Ireland will assume the option agreements which Innocoll Germany has executed with members of the Innocoll Germany management board and executive officers in December 2014 pursuant to which members of the supervisory board and certain executive officers were granted options, which are exercisable subject to certain black-out periods, at an exercise price of  $119.25 per Innocoll Germany ordinary share. Innocoll Ireland will assume these obligations as a result of the Merger which will become options to acquire a number of ordinary shares of Innocoll Ireland (rounded down to the nearest whole share) equal to the product obtained by multiplying (x) the number of Innocoll Germany ordinary shares subject to the option or award by (y) 13.25, at an exercise price (rounded up to the nearest whole cent) per Innocoll Ireland ordinary share equal to the quotient obtained by dividing (i) the exercise price per Innocoll Germany ordinary share by (ii) 13.25. If, upon exercise of such converted options or awards, Innocoll Ireland would be required to issue fractional shares, Innocoll Ireland is entitled to make a cash payment in the amount of the value of the fractional options, which amount shall be equivalent to the corresponding fraction of the closing price of Innocoll Irelands’ shares on NASDAQ Global Market on the day the option or award was exercised. The board of directors of Innocoll Ireland will have the authority to issue the required amount of Innocoll Ireland ordinary shares upon exercise of the options described above in its authorized but unissued share capital.

Q:

WHAT HAPPENS TO INNOCOLL GERMANY’S OUTSTANDING 2014 INVESTOR OPTION AGREEMENT AT THE EFFECTIVE TIME OF THE MERGER?

​

A:

Innocoll Ireland will assume an option agreement dated July 2014 between Innocoll Germany and certain shareholders and other persons (the “2014 Investor Option Agreement”) which provided the option holders with the right to purchase up to an aggregate of 205,199 Innocoll Germany ordinary shares at an exercise price of  €100 per ordinary share. Pursuant to certain anti-dilution rights, the exercise price was reduced to €88.52 per ordinary share as a result of the sale of Innocoll Germany ADSs for a purchase price of  $9.00 per ADS. This 2014 Investor Option Agreement remains outstanding for 196,912 Innocoll Germany ordinary shares and Innocoll Ireland will assume these obligations as a result of the Merger, including the anti-dilution rights, which will become options to acquire a number of ordinary shares of Innocoll Ireland (rounded down to the nearest whole share) equal to the product obtained by multiplying (x) the number of Innocoll Germany ordinary shares subject to the option or award by (y) 13.25, at an exercise price (rounded up to the nearest whole cent) per Innocoll Ireland ordinary share equal to the quotient obtained by dividing (i) the exercise price per Innocoll Germany ordinary share by (ii) 13.25. If, upon exercise of such converted options or awards, Innocoll Ireland would be required to issue fractional shares, Innocoll Ireland is entitled to make a cash payment in the amount of the value of the fractional options, which amount shall be equivalent to the corresponding fraction of the closing price of Innocoll Irelands’ shares on NASDAQ Global Market on the day the option or award was exercised. Subject to the consent of each option holder, the exercise price will be expressed in U.S. dollars based on the then applicable exchange rate of euros to dollars. The board of directors of Innocoll Ireland will have the authority to issue the required amount of Innocoll Ireland ordinary shares upon exercise of the options described above in its authorized but unissued share capital.

​

Q:

CAN I TRADE INNOCOLL ORDINARY SHARES BETWEEN THE DATE OF THIS PROSPECTUS AND THE EFFECTIVE TIME OF THE MERGER?

​

A:

Yes. Innocoll Germany ordinary shares and ADSs will continue to trade during this period.

​

10

Q:

AFTER THE MERGER IS COMPLETE, WHERE CAN I TRADE INNOCOLL IRELAND ORDINARY SHARES?

​

A:

We expect the Innocoll Ireland ordinary shares to be listed on NASDAQ under the symbol “INNL”, the same symbol under which Innocoll Germany ADSs are currently listed and traded. Innocoll Ireland currently does not intend to seek a listing on the Irish Stock Exchange.

​

Q:

ARE INNOCOLL GERMANY SHAREHOLDERS ABLE TO EXERCISE WITHDRAWAL RIGHTS?

​

A:

Yes. Innocoll Germany is required to make an offer to certain holders of Innocoll Germany ordinary shares to acquire that owner’s ordinary shares in return for appropriate cash compensation. Such obligation will be assumed by Innocoll Ireland in connection with the Merger. See “Approval of the Merger Proposal — Shareholder Withdrawal Rights.”

​

Q:

CAN I EXERCISE WITHDRAWAL RIGHTS WITH RESPECT TO INNOCOLL GERMANY ADSS?

​

A:

No. Holders of Innocoll Germany ADSs will not have the ability to take the procedural steps required under German law to procure their objection to the Merger and exercise withdrawal rights. As a result, a holder of Innocoll Germany ADSs who wishes to exercise withdrawal rights must surrender their Innocoll Germany ADSs to Citibank, N.A., the depositary for the Innocoll Germany ADSs, and pay the applicable fee to withdraw the Innocoll Germany ordinary shares underlying the ADSs to become a registered holder of Innocoll Germany ordinary shares. The depositary for the Innocoll Germany ADSs will not procure an objection to the Merger in the minutes of the Extraordinary Meeting on behalf of a holder of Innocoll Germany ADSs to enable such holder to exercise withdrawal rights, and any notice directing the depositary to procure an objection to the Merger will not be effective under Germany law or otherwise. If you wish to cancel your Innocoll Germany ADSs, please contact Citibank N.A. ADS Shareholder Services toll free (within the U.S.) at 1-877-248-4237 or +1-781-575-4555 for international dialers Monday through Friday from 8:30 AM EST to 6:00 PM EST (Eastern Standard Time). If you have cancelled your ADSs to attend the Extraordinary Meeting and the Merger is not completed and you wish to be able sell your Innocoll Germany ordinary shares on a stock exchange, you would need to deposit your Innocoll Germany ordinary shares into the Innocoll Germany depositary shares program for the issuance of the corresponding number of Innocoll Germany ADSs, subject to the terms and conditions of applicable law and the Innocoll Germany ADS deposit agreement, including, among other things, payment of relevant fees and related charges pursuant to the ADS deposit agreement. See “Approval of the Merger Proposal — Shareholder Withdrawal Rights.”

​

Q:

DO ANY OF INNOCOLL GERMANY’S DIRECTORS OR EXECUTIVE OFFICERS HAVE INTERESTS IN THE MERGER THAT MAY DIFFER FROM THOSE OF OTHER SHAREHOLDERS?

​

A:

Yes. Some of Innocoll Germany’s directors or executive officers may have interests in the Merger that may differ from, or be in addition to, those of other shareholders. Innocoll Germany is prohibited by German corporate law from issuing options to members of the supervisory board and options issued to officers and employees are not exercisable for four years upon issuance even in connection with a change in control. As a result of the Merger and becoming an Irish public company, Innocoll will be able to grant options to directors, officers and employees and such options will not be subject to the four year holding period applicable to Innocoll Germany today. In addition, directors of Innocoll Ireland, who were previously members of the supervisory board of Innocoll Germany and may have been subject to double taxation as a result of being resident in Germany, may not be subject to double taxation after the Merger with respect to compensation for serving on Innocoll Irelands board of directors.

​

We anticipate that some or all of the outstanding and previously issued Innocoll Germany options and awards granted by Innocoll Germany to its own and it subsidiaries’ members of the management board and employees pursuant to a stock option plan, will be reissued under the 2016 Plan after the effective time of the Merger, subject to the consent of the relevant option holder.

11

The existing executive officers of Innocoll Germany will become executive officers of Innocoll Ireland. Innocoll expects that the board of directors of Innocoll Ireland after the Merger will be composed of the following persons:

•

Anthony P. Zook (CEO of Innocoll Germany);

​

•

Jonathan Symonds (Chairperson of the Innocoll Germany Supervisory Board);

​

•

Shumeet Banerji (Vice-Chairperson of the Innocoll Germany Supervisory Board);

​

•

David R. Brennan (member of the Innocoll Germany Supervisory Board);

​

•

A. James Culverwell (member of the Innocoll Germany Supervisory Board);

​

•

Rolf D. Schmidt (member of the Innocoll Germany Supervisory Board); and

​

•

Joseph Wiley (member of the Innocoll Germany Supervisory Board).

​

In connection with the Merger, one or more of Innocoll Ireland’s subsidiaries will enter into indemnification agreements with each of Innocoll Ireland’s directors, secretary and executive officers (as may be determined by the board of directors of Innocoll Ireland from time to time), providing for the indemnification of, and advancement of expenses to, such persons, to the fullest extent permitted by law. Please see “The Merger — Interests of Directors and Executive Officers in the Merger.”

Q:

WHAT AM I VOTING ON?

​

A:

You are being asked to vote on the following proposals scheduled to be voted on at the Extraordinary Meeting:

​

•

to approve the Merger; and

​

•

to ratify the Innocoll 2016 Omnibus Incentive Compensation Plan.

​

Q:

WHY ARE INNOCOLL SHAREHOLDERS BEING ASKED TO RATIFY THE INNOCOLL 2016 OMNIBUS INCENTIVE COMPENSATION PLAN AT THE EXTRAORDINARY MEETING?

​

A:

The board of directors of Innocoll Ireland and the sole shareholder of Innocoll Ireland have approved the Innocoll 2016 Omnibus Incentive Compensation Plan, which is referred to in this prospectus as the “2016 Plan.” While the 2016 Plan is not required to be approved by the Innocoll Germany shareholders under Irish law to be implemented, Innocoll has decided only to implement the 2016 Plan if it is ratified by the affirmative vote of the holders of at least a majority of the shares of Innocoll Germany ordinary shares represented and voting either in person or by proxy at the special meeting. The vote on this Proposal to approve the 2016 Plan is a vote separate and apart from the vote on the Merger Proposal and approve the Merger. Accordingly, you may vote against this Proposal and vote to adopt the Merger Proposal and approve the Merger. Approval of this Proposal is not a condition to the completion of the Merger and whether or not this Proposal is approved will have no impact on the completion of the Merger. However, if the Merger Proposal is not ratified, or if the Merger is otherwise not completed, then the 2016 Plan will not become effective.

​

Innocoll believes that the 2016 Plan is appropriate and will enable Innocoll Ireland to grant stock options and other awards to its directors, officers and employees at levels reasonably necessary to attract, retain and motivate talent after completion of the Merger. We anticipate that some or all of the outstanding and previously issued Innocoll Germany options and awards will be reissued under the 2016 Plan after the effective time of the Merger, subject to the consent of the relevant option holder.

Q:

WHO IS ENTITLED TO VOTE?

​

A:

Holders of Innocoll Germany ordinary shares who register to participate in the Extraordinary Meeting
as of the close of business on January 23, 2016 may vote at the Extraordinary Meeting in person or by proxy.

​

12

Q:

WHAT CONSTITUTES A QUORUM?

​

A:

There is no minimum requirement in order to establish a quorum at the Extraordinary Meeting for the transaction of business.

​

Q:

HOW MANY VOTES DO I HAVE?

​

A:

Shareholders of Innocoll Germany ordinary shares at the close of business on January 23, 2016 are entitled to one vote at our Extraordinary Meeting for each ordinary share of Innocoll Germany held by them. As of December 9, 2015, Innocoll Germany had 1,837,493 ordinary shares outstanding.

​

Q:

HOW MANY VOTES ARE REQUIRED TO APPROVE EACH PROPOSAL?

​

A:

To be validly approved, the Merger requires the affirmative vote of holders of at least seventy five percent (75%) of the ordinary shares of Innocoll Germany represented in person or by proxy at the Extraordinary Meeting. A majority of the votes cast is required for the ratification of the 2016 Plan.

​

Q:

HOW DOES THE BOARD OF DIRECTORS RECOMMEND THAT I VOTE?

​

A:

Our Board of Directors recommends that you vote your shares:

​

•

“FOR” the approval of the Merger; and

​

•

“FOR” ratification of the 2016 Plan.

​

Q:

HOW DO I VOTE INNOCOLL GERMANY ADS AT THE EXTRAORDINARY MEETING?

​

A:

ADS Holders with questions relating to the Extraordinary Meeting can be directed to Citibank N.A. ADS Shareholder Services toll free (within the U.S.) at 1-877-248-4237 or +1-781-575-4555 for international dialers Monday through Friday from 8:30 AM EST to 6:00 PM EST (Eastern Standard Time).

​

Q:

HOW DO I VOTE ORDINARY SHARES AT THE EXTRAORDINARY MEETING IN PERSON?

​

A:

In order to participate in the Extraordinary Meeting and exercise their voting rights, Innocoll Germany shareholders must (1) be registered in Innocoll Germany’s stock ledger and (2) register for the Extraordinary Meeting in writing, by fax, or in written form at the following address:

​

Innocoll AG
Donaustr. 24
93342 Saal an der Donau
E-Mail: toconnor@innocoll.com
Fax: +353 (0) 90 6486835

The registration has to be received by Innocoll Germany by January 23, 2016, which is at least seven days prior to the Extraordinary Meeting in German or English language at the above address. After receipt of the registration by Innocoll Germany, registering shareholders will receive tickets for the Extraordinary Meeting.

Q:

HOW DO I VOTE ORDINARY SHARES WITHOUT ATTENDING THE EXTRAORDINARY MEETING?

​

A:

Innocoll Germany shareholders who have registered in time and are registered in the stock ledger, but do not wish to participate personally in the Extraordinary Meeting may exercise their voting right by a proxy. If a bank is registered in the stock ledger, such bank can only exercise the voting right for shares not owned by it pursuant to an authorization by the shareholder. Voting proxies, as well as their revocation of and the evidence of authorization with respect to Innocoll Germany have to be made in written form.

​

13

Templates for voting proxies can be obtained from Innocoll Germany at the following address:

Innocoll AG
Donaustr. 24
93342 Saal an der Donau
E-Mail: toconnor@innocoll.com
Fax: +353 (0) 90 6486835

or can be downloaded from:

http://investors.innocoll.com

Voting proxies can be submitted at the time of admission prior to the Extraordinary Meeting, or in advance per mail, email, or fax to the address above. The same applies also the revocation of voting proxies.

Q:

WHO CAN HELP ANSWER MY QUESTIONS?

​

A:

If you have any questions about the proposed transactions, need assistance in voting your shares, or if you need additional copies of this prospectus or the enclosed proxy card, you should contact:

​

Corporate Controller
Innocoll AG
Unit 9, Block D
Monksland Business Park
Monksland, Athlone, Co. Roscommon, Ireland
Telephone number is +353 (0) 90 648 6834

Q:

WHERE CAN I FIND MORE INFORMATION ABOUT INNOCOLL?

​

A:

You can find more information about Innocoll from the various sources described under “Incorporation by Reference.” A merger audit report has been prepared pursuant to German law requirements by a court-appointed auditor and will be made available on the Innocoll website to shareholders of Innocoll.

​

14

15

16

​

17

18

19

20

21

22

​

​

​

For the Nine Months Ended September 30,

​

​

For the Year Ended December 31,

​

​

​

​

2015

​

​

2015

​

​

2014

​

​

2014

​

​

2014

​

​

2013

​

​

2012

​

​

​

​

($’000)

​

​

(€’000)

​

​

(€’000)

​

​

($’000)

​

​

(€’000)

​

​

(€’000)

​

​

(€’000)

​

Consolidated Statement of Comprehensive Income Data:

​

​

​

​

​

​

​

​

Revenue

​

​

​

​

​

​

​

​

Revenue – continuing operations

​

​

​

$

1,993

​

​

​

​

€

1,779

​

​

​

​

€

3,742

​

​

​

​

$

5,460

​

​

​

​

€

4,497

​

​

​

​

€

3,546

​

​

​

​

€

4,312

​

​

Cost of sales

​

​

​

​

(4,096)

​

​

​

​

​

(3,656)

​

​

​

​

​

(4,161)

​

​

​

​

​

(6,766)

​

​

​

​

​

(5,573)

​

​

​

​

​

(4,551)

​

​

​

​

​

(4,553)

​

​

Gross loss

​

​

​

​

(2,103)

​

​

​

​

​

(1,877)

​

​

​

​

​

(419)

​

​

​

​

​

(1,306)

​

​

​

​

​

(1,076)

​

​

​

​

​

(1,005)

​

​

​

​

​

(241)

​

​

Operating expense

​

​

​

​

​

​

​

​

Research and development expenses

​

​

​

​

(18,100)

​

​

​

​

​

(16,156)

​

​

​

​

​

(1,955)

​

​

​

​

​

(3,948)

​

​

​

​

​

(3,252)

​

​

​

​

​

(1,663)

​

​

​

​

​

(1,696)

​

​

General and administrative expenses

​

​

​

​

(13,953)

​

​

​

​

​

(12,455)

​

​

​

​

​

(7,356)

​

​

​

​

​

(14,189)

​

​

​

​

​

(11,687)

​

​

​

​

​

(4,121)

​

​

​

​

​

(3,266)

​

​

Other operating expense – net

​

​

​

​

2,403

​

​

​

​

​

2,145

​

​

​

​

​

—

​

​

​

​

​

(47)

​

​

​

​

​

(39)

​

​

​

​

​

(154)

​

​

​

​

​

(556)

​

​

Total operating expense – net

​

​

​

​

(29,650)

​

​

​

​

​

(26,466)

​

​

​

​

​

(9,311)

​

​

​

​

​

(18,184)

​

​

​

​

​

(14,978)

​

​

​

​

​

(5,938)

​

​

​

​

​

(5,518)

​

​

Loss from operating activities – continuing operations

​

​

​

​

(31,753)

​

​

​

​

​

(28,343)

​

​

​

​

​

(9,730)

​

​

​

​

​

(19,490)

​

​

​

​

​

(16,054)

​

​

​

​

​

(6,943)

​

​

​

​

​

(5,759)

​

​

Finance expense

​

​

​

​

(9,509)

​

​

​

​

​

(8,488)

​

​

​

​

​

(6,667)

​

​

​

​

​

(5,506)

​

​

​

​

​

(4,535)

​

​

​

​

​

(6,949)

​

​

​

​

​

(6,379)

​

​

Other income

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

75

​

​

​

​

​

91

​

​

​

​

​

75

​

​

​

​

​

16,073

​

​

​

​

​

407

​

​

(Loss)/profit before income tax

​

​

​

​

(41,262)

​

​

​

​

​

(36,831)

​

​

​

​

​

(16,322)

​

​

​

​

​

(24,905)

​

​

​

​

​

(20,514)

​

​

​

​

​

2,181

​

​

​

​

​

(11,731)

​

​

Income tax expense

​

​

​

​

(97)

​

​

​

​

​

(87)

​

​

​

​

​

(107)

​

​

​

​

​

(185)

​

​

​

​

​

(152)

​

​

​

​

​

(72)

​

​

​

​

​

(74)

​

​

(Loss)/profit for the period – all attributable to equity holders of the company

​

​

​

​

(41,359)

​

​

​

​

​

(36,918)

​

​

​

​

​

(16,429)

​

​

​

​

​

(25,090)

​

​

​

​

​

(20,666)

​

​

​

​

​

2,109

​

​

​

​

​

(11,805)

​

​

Currency translation adjustment

​

​

​

​

(443)

​

​

​

​

​

(395)

​

​

​

​

​

(415)

​

​

​

​

​

(756)

​

​

​

​

​

(623)

​

​

​

​

​

155

​

​

​

​

​

573

​

​

Total comprehensive (loss)/income

​

​

​

​

(41,802)

​

​

​

​

​

(37,313)

​

​

​

​

​

(16,844)

​

​

​

​

$

(25,846)

​

​

​

​

€

(21,289)

​

​

​

​

€

2,264

​

​

​

​

€

(11,232)

​

​

(Loss)/earnings per share:

​

​

​

​

​

​

​

​

Basic

​

​

​

$

(25.0)

​

​

​

​

€

(22.3)

​

​

​

​

€

(33.4)

​

​

​

​

$

(34.1)

​

​

​

​

€

(28.1)

​

​

​

​

€

47.0

​

​

​

​

€

(231.7)

​

​

Diluted

​

​

​

$

(25.0)

​

​

​

​

€

(22.3)

​

​

​

​

€

(33.4)

​

​

​

​

$

(34.1)

​

​

​

​

€

(28.1)

​

​

​

​

€

9.5

​

​

​

​

€

(231.7)

​

​

Basic loss per ADS(1)

​

​

​

$

(1.9)

​

​

​

​

€

(1.7)

​

​

​

​

€

(2.5)

​

​

​

​

$

(2.6)

​

​

​

​

€

(2.1)

​

​

​

​

Diluted loss per ADS(1)

​

​

​

$

(1.9)

​

​

​

​

€

(1.7)

​

​

​

​

€

(2.5)

​

​

​

​

$

(2.6)

​

​

​

​

€

(2.1)

​

​

​

​

​

23

​

​

​

As of September 30,

​

​

As of December 31,

​

​

​

​

2015

​

​

2015

​

​

2014

​

​

2014

​

​

2013

​

​

2012

​

​

​

​

($’000)

​

​

(€’000)

​

​

($’000)

​

​

(€’000)

​

​

(€’000)

​

​

(€’000)

​

Consolidated Statement of Financial Position Data:

​

​

​

​

​

​

​

Current assets

​

​

​

$

44,542

​

​

​

​

€

39,759

​

​

​

​

$

57,664

​

​

​

​

€

47,495

​

​

​

​

€

4,824

​

​

​

​

€

1,830

​

​

Total assets

​

​

​

​

49,995

​

​

​

​

​

44,626

​

​

​

​

​

59,167

​

​

​

​

​

48,733

​

​

​

​

​

5,556

​

​

​

​

​

2,500

​

​

Current liabilities

​

​

​

​

(10,926)

​

​

​

​

​

(9,753)

​

​

​

​

​

(8,376)

​

​

​

​

​

(6,899)

​

​

​

​

​

(9,048)

​

​

​

​

​

(57,788)

​

​

Long term debt

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(63,026)

​

​

​

​

​

(17,700)

​

​

Other non-current liabilities

​

​

​

​

(22,287)

​

​

​

​

​

(19,894)

​

​

​

​

​

(8,863)

​

​

​

​

​

(7,300)

​

​

​

​

​

(1,055)

​

​

​

​

​

(941)

​

​

Total equity attributable to equity holders of the company

​

​

​

​

16,782

​

​

​

​

​

14,979

​

​

​

​

​

41,928

​

​

​

​

​

34,534

​

​

​

​

​

(67,573)

​

​

​

​

​

(73,929)

​

​

Total equity and liabilities

​

​

​

​

49,995

​

​

​

​

​

44,626

​

​

​

​

​

59,167

​

​

​

​

​

48,733

​

​

​

​

​

5,556

​

​

​

​

​

2,500

​

​

24

RISK FACTORS RELATING TO THE MERGER

Before you decide how to vote on the Merger, you should carefully consider the following risk factors, in addition to the other information contained in this prospectus and the documents incorporated by reference, including the information set forth in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 20-F for the year ended December 31, 2014. The occurrence of any of the events or developments described in our risk factors could harm our business, financial condition, results of operations and growth prospects. In such an event, the market price of our securities could decline and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.

The anticipated benefits of the Merger may not be realized.

We may not realize the benefits we anticipate from the Merger. Our failure to realize those benefits could have an adverse effect on our business, results of operations or financial condition.

Your rights as a shareholder will change as a result of the Merger.

The consummation of the Merger will change the governing law that applies to our shareholders from German law (which applies to the shares of Innocoll Germany) to Irish law (which applies to Innocoll Ireland’s ordinary shares). Many of the principal attributes of Innocoll Germany’s shares and Innocoll Ireland’s ordinary shares will be similar. However, if the Merger is consummated, your future rights as a shareholder under Irish law will differ from your current rights as a shareholder under German law. In addition, Innocoll Ireland’s proposed constitution will differ from Innocoll Germany’s articles of association. See “Comparison of Rights of Shareholders.”

Innocoll Ireland will be exposed to the risk of future adverse changes in Irish and U.S. law, as well as changes in tax rates, which could materially adversely affect us, including by reducing or eliminating the anticipated benefits of the Merger.

Innocoll Ireland is subject to Irish law. As a result, Innocoll Ireland would be subject to the risk of future adverse changes in Irish law (including Irish corporate and tax law). In addition, the tax rates for which we expect Innocoll Ireland and its subsidiaries to be eligible on our transformation may be increased in the future.

Innocoll Ireland also will be subject to the risk of future adverse changes to U.S. law and German law, as well as changes of law in other countries in which Innocoll Ireland or its subsidiaries operate.

For example, the U.S. Congress may take legislative action that could override tax treaties upon which we rely or could subject Innocoll Ireland or its subsidiaries to U.S. tax. A number of legislative proposals in recent years have sought to deny benefits or impose penalties on companies domiciled outside of the U.S. that conduct substantial business in the U.S. or whose executives with decision-making responsibility are located primarily in the U.S. We cannot predict the outcome of any specific legislative proposal.

We will remain subject to changes in law and other factors after the Merger that may not allow us to maintain a worldwide effective corporate tax rate that is competitive in our industry.

While we believe that the Merger should not affect our ability to maintain a worldwide effective corporate tax rate that is competitive in our industry, we cannot give any assurance as to what our effective tax rate will be after the Merger. Also, the tax laws of Ireland, the United States, Germany, and other jurisdictions could change in the future, and such changes could cause a material change in our worldwide effective corporate tax rate. In particular, legislative action could be taken by Ireland, the United States or Germany which could override tax treaties upon which we expect to rely and adversely affect our effective tax rate. As a result, our actual effective tax rate may be materially different from our expectation.

25

There is a risk that the IRS will react adversely as a result of our decision to pursue the Merger Proposal.

Although we do not believe our decision to pursue the Merger Proposal should increase the likelihood that the IRS will seek to examine any tax years or portions thereof not examined prior to the move to Ireland, we cannot predict how the IRS will react to our decision to pursue the Merger. There can be no assurance that, as a result of the Merger Proposal, the IRS will not seek to examine other tax years or portions thereof. In addition, the IRS could seek to challenge our move to Ireland and our ability to receive benefits under the U.S./Ireland Treaty.

Following the consummation of the Merger, we may be treated as a U.S. corporation for U.S. federal income tax purposes, which could result in adverse U.S. federal income tax consequences to us and investors.

For U.S. federal income tax purposes, a corporation generally is considered a U.S. corporation if it is created or organized in the United States or under the law of the United States or of any state thereof or the District of Columbia. Entities treated as U.S. corporations are generally subject to U.S. federal income tax on their worldwide income, and U.S. reporting and withholding tax rules may apply to dividends that they pay. Because we were formed and organized under the law of Germany, we would ordinarily not be treated for U.S. federal income tax purposes as a U.S. corporation. Section 7874 of the Code, however, contains special rules that could result in a non-U.S. corporation being taxed as a U.S. corporation for U.S. federal income tax purposes where the corporation, directly or indirectly, re-domiciles from the U.S. to another country. Under Section 7874 of the Code, as a result of our re-domiciling from the U.S. to Germany in 2013 (the “2013 Transaction”), we would be treated as a U.S. corporation for U.S. federal income tax purposes unless our “expanded affiliated group” (“EAG”) is treated as having “substantial business activities” in Germany. While we believe that we satisfied this “substantial business activities” test at the time of the 2013 Transaction (and, thus, should not be treated as a U.S. corporation for U.S. federal income tax purposes), due to the complexity of certain aspects of the law and the very fact-specific nature of the inquiry, there is no assurance that the IRS will not challenge our determination. Further, the IRS has issued recent guidance in Notice 2015-79 that provides that an EAG cannot meet the substantial business activities test with respect to a foreign country unless the foreign acquiring corporation is a tax resident of that foreign country. This new requirement for the substantial business activities test is effective for acquisitions completed on or after November 19, 2015. However, Notice 2015-79 also states that no inference is intended regarding the treatment under current law of any transaction described in Notice 2015-79 and that the IRS may challenge such transactions under applicable Code sections or judicial doctrines. In addition, there have been proposals to expand the scope of U.S. corporate tax residence and there could be prospective or retroactive legislative changes to Section 7874 of the Code that would result in us being treated as a U.S. corporation. Further, we have made the determination to re-domicile in 2016 to Ireland. If the Merger is treated as a related transaction to the 2013 Transaction, then we would be treated as a U.S. corporation for U.S. federal income tax purposes unless our EAG is treated as having substantial business activities in Ireland. In that case, we would not satisfy the substantial business activities test in Ireland, and thus, we would be treated as a U.S. corporation, even if we would have met the substantial business activities test had we remained a German corporation. Due to the complexity of certain aspects of the law and the very fact-specific nature of the inquiry, there is no assurance that the IRS will not successfully challenge our determination. If we are treated as a U.S. corporation for U.S. federal tax purposes, we could be liable for substantial U.S. federal taxes in addition to German and Irish taxes. In addition, our investors could be subject to U.S. withholding tax (including under the Foreign Account Tax Compliance Act) on the receipt of dividends from us. See the US tax discussion for the consequences to an investor if we were treated as a U.S. corporation for U.S. federal income tax purposes.

Dividends you receive may be subject to Irish dividend withholding tax.

In certain circumstances, as an Irish tax resident company, we may be required to deduct Irish dividend withholding tax (currently at the rate of 20%) from dividends paid to our shareholders. Shareholders resident in “relevant territories” (including countries that are European Union Member States (other than Ireland), the United States and other countries with which Ireland has a tax treaty) will generally not be subject to Irish withholding tax provided that, in each case, they complete certain tax forms. However, shareholders residing in other countries will generally be subject to withholding tax.

26

Please see “Material Tax Considerations Relating to the Transaction — Irish Tax Considerations — Withholding Tax on Dividends.”

We strongly recommend that each shareholder consults his or her own tax advisor as to the tax consequences of holding ordinary shares in and receiving dividends from Innocoll Ireland.

We expect to incur transaction costs in connection with the Merger and the Merger may divert the attention of our management from our operating business during the period of implementation.

We expect to incur transaction costs in connection with the Merger, which have been and will continue to be expensed as incurred. A significant portion of these costs will be incurred regardless of whether the Merger is completed and prior to your vote on the proposal. We expect to incur costs and expenses, including professional fees, to comply with German and Irish corporate and other laws. In addition, we expect to incur attorneys’ fees, accountants’ fees, filing fees, mailing expenses, solicitation fees, transfer agent fees, ADS termination fees and financial printing expenses in connection with the Merger. The Merger also may negatively affect us by diverting attention of our management and employees from our operating business during the period of implementation.

We may choose to abandon the Merger.

We may decide to abandon the Merger at any time prior to the Extraordinary Meeting and at any time during the three day period following the Extraordinary Meeting. After the Merger is approved by shareholders, we will not effect the Merger if one of the conditions to closing fails to be satisfied and is not otherwise waived.

If Innocoll Ireland’s ordinary shares are not eligible for deposit and clearing within the facilities of the Depository Trust Company (“DTC”), then transactions in our securities may be disrupted.

The facilities of DTC are a widely-used mechanism that allow for rapid electronic transfers of securities between the participants in the DTC system, which include many large banks and brokerage firms.

Innocoll Ireland expects that it may be required to assume the obligation for paying the stamp duty liability with respect to certain transfers of Innocoll Ireland ordinary shares as a result of the arrangements it enters into with DTC. Innocoll Ireland’s constitution as it will be in effect after the Merger provides that, if stamp duty resulting from the transfer of Innocoll Ireland ordinary shares, which would otherwise be payable by the transferee, is paid by Innocoll Ireland or any subsidiary of Innocoll Ireland on behalf of or as agent for the transferee, then in those circumstances, Innocoll Ireland shall on its behalf or on behalf of any such subsidiary, be entitled to (i) seek reimbursement of the stamp duty from the transferor or transferee (at Innocoll Ireland’s or relevant subsidiary’s discretion), (ii) set-off the stamp duty against any dividends payable to the transferor or transferee (at Innocoll Ireland’s or relevant subsidiary’s discretion) and (iii) to claim a first and permanent lien on the shares on which stamp duty has been paid by Innocoll Ireland or any subsidiary for the amount of stamp duty paid. Innocoll Ireland’s lien shall extend to all dividends paid on those shares.

DTC is not obligated to accept the ordinary shares of Innocoll Ireland for deposit and clearing within its facilities at the closing and, even if DTC does initially accept the ordinary shares, it will generally have discretion to cease to act as a depository and clearing agency for the ordinary shares. If DTC determined prior to the consummation of the Merger that the Innocoll Ireland ordinary shares are not eligible for clearance within the DTC system, then we would not expect to complete the transactions contemplated by this prospectus in their current form. However, if DTC determined at any time after the consummation of the Merger that the Innocoll Ireland ordinary shares were not eligible for continued deposit and clearance within its facilities, then we believe the Innocoll Ireland ordinary shares would not be eligible for continued listing on a U.S. securities exchange and trading in the Innocoll Ireland ordinary shares would be disrupted. While we would pursue alternative arrangements to preserve our listing and maintain trading, any such disruption could have a material adverse effect on the trading price of the Innocoll Ireland ordinary shares.

Innocoll Ireland’s existing shareholders may be entitled to pre-emptive rights under Irish law, which could limit its ability to raise funds through future issuances of ordinary shares.

Subject to specified exceptions, including the opt-out described in Innocoll Ireland’s constitution, Irish law grants statutory pre-emptive rights to existing shareholders to subscribe for new issuances of

27

shares in exchange for cash. The opt-out described in Innocoll Ireland’s constitution must be renewed every five years by a resolution approved by not less than 75% of the votes cast by our shareholders at a general meeting. Innocoll Ireland expects that it will seek renewal of the opt-out at an annual general meeting within five years from the adoption date of its constitution, which will have been adopted shortly prior to the completion of the Merger. However, it cannot be guaranteed that the pre-emptive rights opt-out will always be approved. If this opt-out is not renewed, it can make any future equity fundraising more cumbersome, costly and time consuming.

Our board of directors may be limited by the Irish Takeover Rules in its ability to defend an unsolicited takeover attempt.

Following the listing of our ordinary shares on NASDAQ, we will become subject to the Irish Takeover Panel Act, 1997, Irish Takeover Rules 2013 (Irish Takeover Rules), under which we will not be permitted to take certain actions that might “frustrate” an offer for our ordinary shares once our board of directors has received an offer, or has reason to believe an offer is or may be imminent, without the approval of more than 50% of shareholders entitled to vote at a general meeting of our shareholders or the consent of the Irish Takeover Panel. This could limit the ability of our board of directors to take defensive actions even if it believes that such defensive actions would be in our best interests or the best interests of our shareholders.

The operation of the Irish Takeover Rules may affect the ability of certain parties to acquire our ordinary shares.

Under the Irish Takeover Rules if an acquisition of ordinary shares were to increase the aggregate holding of the acquirer and its concert parties to ordinary shares that represent 30% or more of the voting rights of the company, the acquirer and, in certain circumstances, its concert parties would be required (except with the consent of the Irish Takeover Panel) to make an offer for the outstanding ordinary shares at a price not less than the highest price paid for the ordinary shares by the acquirer or its concert parties during the previous 12 months. This requirement would also be triggered by an acquisition of ordinary shares by a person holding (together with its concert parties) ordinary shares that represent between 30% and 50% of the voting rights in the company if the effect of such acquisition were to increase that person’s percentage of the voting rights by 0.05% within a 12 month period. Following the listing of our ordinary shares on the NASDAQ, under the Irish Takeover Rules, certain separate concert parties will be presumed to be acting in concert. The board of directors of Innocoll Ireland and their relevant family members, related trusts and “controlled companies” are presumed to be acting in concert with any corporate shareholder who holds 20% or more of Innocoll Ireland.

The application of these presumptions may result in restrictions upon the ability of any of the concert parties and/or members of our board of directors to acquire more of our securities, including under the terms of any executive incentive arrangements. Following the listing of our ordinary shares on NASDAQ, we may consult with the Irish Takeover Panel with respect to the application of this presumption and the restrictions on the ability to acquire further securities although, we are unable to provide any assurance as to whether the Irish Takeover Panel will overrule this presumption. For a description of certain takeover provisions applicable to us, see “Description of the Share Capital of Innocoll Ireland — Irish Takeover Rules and Substantial Acquisition Rules.” Accordingly the application of the Irish Takeover Rules may frustrate the ability of certain of our shareholders and directors to acquire our ordinary shares.

The implementation of the Merger requires the approval of the Commercial Register in Germany and the Irish High Court. We expect the required approvals to be forthcoming but we are not aware of similar precedents.

The Merger requires the issue of a pre-merger certificate from the Commercial Register in Germany and an order of the Irish High Court. The issuance of the pre-merger certificate and the required court order is a matter for the discretion of the Commercial Register and the Irish High Court respectively. We are not aware of a similar precedent for a listed public company acquisition in Ireland or Germany.

28

CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes or incorporates by reference “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this prospectus or in the documents incorporated by reference, including those regarding any expected benefits, effects or results of the Merger, the timing of the Merger, the tax and accounting treatment of the Merger and expenses related to the Merger, our operations, costs and effective tax rates going forward, and our financial position, business strategy, plans and objectives of management for future operations and industry conditions, are forward-looking statements. When used in this prospectus or in the documents incorporated by reference, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “could,” “may,” “will,” “plan,” “forecast,” “project,” “should” and similar expressions are intended to be among the statements that identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to have been correct.

The following factors could affect our future results of operations and could cause those results to differ materially from those expressed in the forward-looking statements included in this prospectus or incorporated by reference:

•

an inability to realize expected benefits from the Merger or the occurrence of difficulties in connection with the Merger;

​

•

changes in tax law, tax treaties or tax regulations or the interpretation or enforcement thereof, including tax authorities not agreeing with our assessment of the effects of such laws, treaties and regulations;

​

•

our plans to develop and manufacture XaraColl, Cogenzia and our other product candidates;

​

•

the timing of, and our ability to obtain, regulatory approval of XaraColl, Cogenzia and our other product candidates;

​

•

the timing of, and our ability to obtain, a general indication of postoperative analgesia for XaraColl;

​

•

the timing of commencement of any discussions, proceedings, or any actions involving the U.S. Food and Drug Administration, or FDA;

​

•

the ability of the results of our clinical trials to support our product candidate claims;

​

•

the timing of our anticipated launches of XaraColl, Cogenzia and our other product candidates;

​

•

the rate and degree of market acceptance of XaraColl, Cogenzia and our other product candidates;

​

•

the size and growth of the potential markets for XaraColl, Cogenzia and our other product candidates and our ability to serve those markets;

​

•

our manufacturing and marketing capabilities;

​

•

regulatory developments in the United States and foreign countries;

​

•

our ability to obtain and maintain the scope, duration and protection of our intellectual property rights;

​

•

the accuracy of our estimates regarding expenses and capital requirements;

​

•

the loss of key scientific or management personnel;

​

•

factors discussed under “Risk Factors Relating to the Merger” and the “Background and Reasons for the Merger” subsection under “Proposals Relating to the Merger” and elsewhere in this prospectus; and

​

•

risk factors discussed in the documents that we incorporate by reference into this prospectus.

​

29

Such risks and uncertainties are beyond our ability to control, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. You should consider these risks before deciding how to vote.

All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and we do not undertake any obligation to publicly update or revise any forward-looking statements except as required by law.

30

PROPOSAL TO APPROVE THE MERGER PROPOSAL

The following includes a summary of the material provisions of the Merger Proposal, a copy of which is attached as Annex A and incorporated by reference into this prospectus. We encourage you to read the Merger Proposal and the constitution of Innocoll Ireland in their entirety. In the event of any discrepancy between the terms of the Merger Proposal and the following summary, the Merger Proposal will prevail.

Introduction

Our board has unanimously approved the Merger Proposal and recommends that you approve the Merger of Innocoll Germany into Innocoll Ireland. The Merger will result in Innocoll Ireland becoming the publicly-traded parent of the Innocoll group and thereby effectively change the place of incorporation of our publicly-traded parent company from Germany to Ireland.

The Merger you are being asked to approve at the meeting would result in Innocoll Germany merging with and into Innocoll Ireland, with Innocoll Ireland surviving the Merger and Innocoll Germany being the disappearing entity. The Merger will effectively result in your shares of Innocoll Germany being exchanged for Innocoll Ireland ordinary shares of Innocoll Ireland, and all of the assets and liabilities of Innocoll Germany being transferred to Innocoll Ireland.

After the Merger, you will continue to own an interest in a parent company that will carry on, through its subsidiaries, the same businesses as conducted by Innocoll Germany before the Merger and your relative economic interest in the Innocoll group will remain unchanged. Upon completion of the Merger, holders of Innocoll Germany ordinary shares will receive, as consideration, 13.25 ordinary shares of Innocoll Ireland in exchange for each share of Innocoll Germany they hold immediately prior to the Merger. Since Irish law does not recognize fractional shares held of record, Innocoll Ireland will not issue any fractions of Innocoll Ireland ordinary shares to Innocoll Germany shareholders in the transaction. Instead, all entitlements to fractional Innocoll Ireland ordinary shares will be aggregated and sold by the exchange agent, with any sale proceeds being distributed in cash pro rata to the Innocoll Germany shareholders whose fractional entitlements have been sold.

Conditioned upon the Merger becoming effective, we have agreed to terminate the ADS facility. Accordingly, the ADSs will be cancelled and each ADS so cancelled, will effectively become exchangeable for one ordinary share of Innocoll Ireland in connection with the Merger.

As of December 21, 2015, the last practicable date before the date of this prospectus, there were 1,837,493 shares of Innocoll Germany outstanding. For a description of the ordinary shares of Innocoll Ireland, see “Description of the Share Capital of Innocoll Ireland.”

Parties to the Merger

Innocoll Germany.   We are a global, commercial stage, specialty pharmaceutical company, with late-stage development programs targeting areas of significant unmet medical need. We manufacture our products in our own commercial scale facility. We have strategic partnerships in place with large international healthcare companies, such as Takeda, EUSA Pharma and Biomet, which market certain of our approved products in their applicable territory within Asia, Australia, Canada, Europe, Latin America, the Middle East, and the United States. Our corporate headquarters are located in Athlone, Ireland.

Innocoll Ireland.   Innocoll Ireland is a dormant Irish private company that was reregistered as a public limited company on December 1, 2015. The sole shareholder of Innocoll Ireland is Mr. Turlough O’Connor, an employee of a subsidiary of Innocoll Germany. Innocoll Ireland has only nominal assets and the minimum share capital required for a public company under Irish law, has no financial or operating history of its own and has not engaged in any business or other activities other than in connection with its formation, entry into the Merger Agreement and related transactions. The shares of Innocoll Ireland held by Mr. Turlough O’Connor immediately prior to the Merger will convert to euro deferred shares of par value €1.00 per share on the effective date of the Merger. The euro deferred shares will be in issue solely to ensure that Innocoll Ireland satisfies Irish law minimum share capital requirements for public limited companies at all times and will carry no voting rights or income rights and have only limited rights on a return of capital equal to the par value of those shares.

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See “Information Regarding Innocoll Germany” for additional information about the business and corporate history of Innocoll Germany as well as risk factors related to the business of Innocoll Germany that will also be applicable to Innocoll Ireland after the Merger.

Background and Reasons For the Merger

In reaching its decision to approve the Merger Proposal and recommend the Merger for your approval, the Innocoll Germany board identified several potential benefits of having our publicly-traded parent incorporated in Ireland, including the following:

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Irish corporate law is more flexible than German corporate law. We believe that this flexibility could be beneficial to us in structuring equity issuances and other financing transactions which, under German law, are subject to subscription rights or price constraints which place Innocoll at a competitive disadvantage to its publicly traded peers. Under Irish law, statutory pre-emption rights can be made inapplicable for up to five years in the constitution of a company or by a special resolution passed by the shareholders of the company at a general meeting. A special resolution requires not less than 75% of the votes of Innocoll Ireland’s shareholders cast at a general meeting.

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•

That certain burdensome formalities imposed by German corporate law are not applicable to Irish corporate law which better aligns the administration of share capital and other corporate functions and corporate governance matters with the obligations of a NASDAQ listed company.

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•

That certain limitations imposed under German corporate law prohibit the exercise of stock options for a period of at least four years from issuance, even upon a change of control, and prohibit grants of options to members of our supervisory board, which limitations are not applicable to Irish companies. Accordingly, as an Irish company, we will be able to provide competitive equity incentive opportunities that enable us to continue to attract and retain talented directors, officers and employees.

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•

We believe that the Merger will result in a reduction in certain operational, administrative, legal and accounting costs over the long term. For example, while ordinary shares of Innocoll Germany cannot be listed directly on NASDAQ, we will be able to list the ordinary shares of Innocoll Ireland directly on NASDAQ, which will allow us to terminate the Innocoll Germany ADS facility and eliminate the costs and administrative burden associated with this program for Innocoll and its shareholders.

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•

The belief that a publicly-traded pharmaceutical company incorporated in Ireland and traded on NASDAQ will be better positioned to attract a broader shareholder base.

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Though we expect the Merger should provide us the benefits described above, the Merger will expose Innocoll Germany and its shareholders to some risks. Our board was cognizant of and considered a variety of risks or potential risks, including the possibility of uncertainty created by the Merger and the change in our legal domicile, the fact that we expect to incur costs to complete the Merger, the fact that Irish corporate law imposes different and additional obligations on us and other risks discussed in the discussion under “Risk Factors Relating to the Merger.” After completing its review of the expected benefits and the potential advantages of the Merger, our board unanimously approved the Merger Proposal, and has recommended that shareholders vote for the Merger. Nevertheless, we cannot assure you that any of the anticipated benefits of the Merger will be realized.

The Merger

There are several principal steps to effect the Merger which include:

•

Innocoll Ireland was reregistered from a private limited company to a public limited company on December 1, 2015;

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•

a joint merger report by the management board of Innocoll Germany and directors’ report by the board of directors of Innocoll Ireland has been prepared (which joint report will be made available on the Innocoll Germany website to shareholders of Innocoll Germany in accordance with German law requirements);

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•

a merger audit report has been prepared by the court-appointed auditor (which audit report will be made available on the Innocoll Germany website to shareholders of Innocoll Germany in accordance with German law requirements);

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•

the Merger Proposal was adopted by Innocoll Germany and Innocoll Ireland on December 20, 2015 and will be notarized for German law purposes after the Extraordinary Meeting;

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•

the directors of Innocoll Ireland will file the Merger Proposal in the Companies Registration Office in Ireland;

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•

the Merger Proposal will be filed with the German Commercial Register;

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Innocoll Ireland shall procure the publication of the particulars required under Irish law with respect to the Merger in the CRO Gazette and two Irish national daily newspapers;

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•

the German Commercial Register will publish a statement that the Merger Proposal has been filed along with certain information on minority shareholder and creditor rights as provided by Innocoll Germany;

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the sole shareholder of Innocoll Ireland will be asked to approve the Merger Proposal;

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Innocoll Germany shareholders will be asked to vote to approve the Merger Proposal at the Extraordinary Meeting and the Merger Proposal will be notarized for German law purposes after the Extraordinary Meeting;

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the registration of the Merger with, and receipt of a pre-merger certificate from, the competent German Commercial Register will be sought;

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an order by the Irish High Court certifying that Innocoll Ireland has completed properly the pre-merger acts and formalities for the Merger in accordance with the Irish Regulations will be sought;

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an expert’s report on the valuation of the non-cash consideration will be provided for the allotment of the Innocoll Ireland ordinary shares as a result of the Merger in compliance with the Irish Companies Acts; and

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an order by the Irish High Court approving the completion of the Merger pursuant to the Irish Regulations will be sought.

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The Merger Proposal must be notarized in accordance with German law requirements before it can be considered final. Such notarization is expected to occur immediately following the Extraordinary Meeting. Therefore, for German law purposes, the shareholders of Innocoll Germany will be asked to approve the draft Merger Proposal as attached to this Prospectus as Annex A.

Conditional upon approval of the Merger Proposal by the existing Innocoll Ireland shareholder, and the Innocoll Germany shareholders, and the satisfaction of the other conditions to completing the Merger, Innocoll Germany will merge with and into Innocoll Ireland, Innocoll Germany will dissolve without going into liquidation and the Merger will be effective.

As a result of the Merger:

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all assets and liabilities of Innocoll Germany shall transfer by universal succession of title to Innocoll Ireland;

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•

Innocoll Germany shall cease to exist;

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•

each shareholder will receive, as consideration in the Merger, 13.25 Innocoll Ireland ordinary shares for each Innocoll Germany ordinary share held immediately prior to the Merger, rounded down to the nearest whole Innocoll Ireland ordinary share;

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•

aggregated entitlements to fractional Innocoll Ireland ordinary shares will be sold by the exchange agent and sale proceeds will be distributed in cash pro rata to registered shareholders whose fractional entitlements have been sold;

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•

the Innocoll Germany ADS facility will be terminated and holders of ADSs will have their ADSs cancelled with each ADS so cancelled effectively becoming exchangeable, for one Innocoll Ireland ordinary share;

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•

each share of Innocoll Germany will be cancelled and will cease to exist; and

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Innocoll Ireland will assume all rights and obligations of Innocoll Germany (including under the employee equity-based plans of Innocoll Germany) by operation of law.

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Reasons that Innocoll may Decide to Abandon the Merger

If the Merger is approved at the Extraordinary Meeting of Innocoll Germany, the completion of the Merger will remain subject to the satisfaction of the following conditions unless Innocoll Germany decides to waive them:

•

the SEC has declared the registration statement on Form F-4 that includes this prospectus effective, and no stop order with respect thereto shall be in effect at the date of the final hearing of the Irish High Court under Regulation 14 of the Irish Regulations;

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•

the ordinary shares of Innocoll Ireland are authorized for listing on NASDAQ, subject to official notice of issuance;

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•

the ordinary shares of Innocoll Ireland have been deemed eligible for deposit, book-entry and clearance services by DTC and its affiliates; and

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•

no event, change, circumstance, discovery, announcement, occurrence, effect or state of facts having occurred that, individually or in the aggregate, leads or would reasonably be expected to lead the value of the assets and liabilities of Innocoll Germany to be transferred to Innocoll Ireland as a result of the Merger to be lower than the par value of the Innocoll Ireland ordinary shares to be issued on the effective date of the Merger.

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In addition, the completion of the Merger will at all times also remain subject to the satisfaction of the following conditions which cannot be waived:

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the issuance of an order by the Irish High Court certifying that Innocoll Ireland has completed properly the pre-merger acts and formalities for the Merger in accordance with the Irish Regulations;

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•

the issuance of an order by the Irish High Court approving the completion of the Merger pursuant to the Irish Regulations; and

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the issuance of the “pre-merger certificate” by the German commercial register.

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The Merger Proposal provides that we may decide to abandon the Merger at any time prior to the Extraordinary Meeting and at any time during the three day period following the Extraordinary Meeting for any reason, including if a significant number of Innocoll Germany shareholders exercise their withdrawal rights to accept the adequate compensation offer. The Merger Proposal further provides that we may abandon the Merger after this three day period if the conditions identified above are not satisfied. In each of these cases, the Merger Proposal provides that we have a right of rescission and may exercise this right and abandon the Merger.

If the Merger is approved by the Innocoll Germany shareholders and pre-merger certificates are received by Innocoll Germany and Innocoll Ireland, a joint application must be filed with the Irish High Court for the order approving the completion of the Merger in order to effect the Merger unless one of the conditions to closing fails to be satisfied and we exercise our right of rescission prior to filing the application with the Irish High Court. See “Risk Factors Relating to the Merger — We may choose to abandon the Merger.”

Effective Time

If the Merger is approved by the requisite vote of shareholders and the other conditions to implement the Merger are satisfied, Innocoll Ireland will request the issuance of an order by the Irish High Court certifying that Innocoll Ireland has completed properly the pre-merger acts and formalities in accordance

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with the Irish Regulations. Following this, a joint application will be submitted to the Irish High Court by Innocoll Ireland and Innocoll Germany for the issuance of an order approving the completion of the Merger. We anticipate that the Merger will be effected days after the date of such order, which is currently expected to be in the first quarter of 2016.

The expected timing for the completion of the Merger may be impacted by other conditions described in this prospectus.

Termination

The Merger Proposal provides that we may decide to abandon the Merger at any time prior to the Extraordinary Meeting and at any time during the three day period following the Extraordinary Meeting. After the Merger is approved by shareholders and pre-merger certificates are received by Innocoll Germany and Innocoll Ireland, a joint application must be filed with the Irish High Court for the order approving the completion of the Merger in order to effect the Merger unless one of the conditions to closing fails to be satisfied.

Interests of Directors and Executive Officers in the Merger

No change of control payments or additional compensation, including relocation costs and expenses, will be payable to our directors and executive officers in connection with the Merger. However, Innocoll Ireland will have greater flexibility in structuring options and will be able to issue options to the directors of Innocoll Ireland. Innocoll Germany is prohibited by German corporate law from issuing options to members of the supervisory board and options issued to officers and employees are not exercisable for four years upon issuance even in connection with a change in control. As a result of the Merger and becoming an Irish public company, Innocoll will be able to grant options to directors, officers and employees and such options will not be subject to the four year holding period applicable to Innocoll Germany today. In addition, directors of Innocoll Ireland, who were previously members of the supervisory board of Innocoll Germany and may have been subject to double taxation as a result of being resident in Germany, may not be subject to double taxation after the Merger with respect to compensation for serving on Innocoll Irelands board of directors.

We anticipate that some or all of the outstanding and previously issued Innocoll Germany options and awards granted by Innocoll Germany to its own and it subsidiaries’ members of the management board and employees pursuant to a stock option plan, will be reissued under the 2016 Plan after the effective time of the Merger, subject to the consent of the relevant option holder.

The existing executive officers of Innocoll Germany will become executive officers of Innocoll Ireland. Innocoll expects that the board of directors of Innocoll Ireland after the Merger will be composed of the following persons:

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Anthony P. Zook (CEO of Innocoll Germany);

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Jonathan Symonds (Chairperson of the Innocoll Germany Supervisory Board);

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Shumeet Banerji (Vice-Chairperson of the Innocoll Germany Supervisory Board);

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David R. Brennan (member of the Innocoll Germany Supervisory Board);

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A. James Culverwell (member of the Innocoll Germany Supervisory Board);

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Rolf D. Schmidt (member of the Innocoll Germany Supervisory Board); and

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Joseph Wiley (member of the Innocoll Germany Supervisory Board).

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If the Merger is completed, the members of the Innocoll Ireland board of directors will hold office until the end of the next annual general meeting of shareholders, whereby they will retire unless they are reappointed during the meeting.

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In connection with the Merger, one or more of Innocoll Ireland’s subsidiaries will enter into indemnification agreements with each of Innocoll Ireland’s directors, secretary and executive officers (as may be determined by the board of directors of Innocoll Ireland from time to time), providing for the indemnification of, and advancement of expenses to, such persons, to the fullest extent permitted by law.

Regulatory Matters

We are not aware of any governmental approvals or actions that are required to complete the Merger other than compliance with U.S. federal and state securities laws and various provisions of German law and Irish law.

Recommendation and Required Affirmative Vote

To be validly approved, the Merger requires the affirmative vote of holders of at least seventy five percent (75%) of the ordinary shares of Innocoll Germany represented in person or by proxy at the Extraordinary Meeting and the affirmative vote of the shareholder of Innocoll Ireland.

The Innocoll Germany board has unanimously approved the Merger Proposal and recommends that shareholders vote “FOR” the Merger.

Market Price and Dividend Information

On December 9, 2015, the last trading day before the public announcement of the Merger, the closing price of the Innocoll Germany ADSs on NASDAQ was $8.96 per share. On December 21, 2015, the last practicable date before the date of this prospectus, the closing price of the Innocoll Germany ADSs was $7.63 per ADS.

Innocoll Germany has not paid dividends on its ordinary shares. Following the completion of the Merger, Innocoll Ireland’s ability to declare and pay future dividends will depend on Innocoll Ireland’s distributable reserves’ position, results of operations, financial condition, cash requirements, future business prospects, contractual restrictions, other factors deemed relevant by Innocoll Ireland’s board of directors and restrictions imposed by Irish law.

Differences in Shareholder Rights

The completion of the Merger will change the governing law that applies to shareholders of our parent company from German law to Irish Law. The legal system governing corporations incorporated under Irish law differs from the legal system governing corporations organized under German law. As a result, we are unable to adopt governing documents for Innocoll Ireland that are identical to the governing documents for Innocoll Germany. Except with respect to (i) subscription rights to participate in equity issuances, which are being waived in the constitution of Innocoll Ireland for the five year period after its adoption, and (ii) approval of board remuneration which requires shareholder approval under German law and will be approved by the compensation committee of the board of directors of Innocoll Ireland after the Merger, and other than as required by Irish law or German law, we have, sought to preserve in the constitution of Innocoll Ireland a similar allocation of material rights and powers between the shareholders and our board of directors that exists under Innocoll Germany’s constitution. Nevertheless, the proposed constitution for Innocoll Ireland differs from Innocoll Germany’s constitution, both in form and substance. We summarize the differences between the governing documents for Innocoll Germany and Innocoll Ireland, and the changes in your rights as a shareholder resulting from the Merger, under “Comparison of Rights of Shareholders.” We believe that these changes either (i) are required by Irish law or otherwise result from differences between the corporate laws of Ireland and the corporate laws of Germany, or (ii) relate to the change of the place of incorporation of the publicly traded parent of the Innocoll group from Germany to Ireland.

Innocoll Ireland’s proposed constitution will differ from Innocoll Germany’s articles of association mostly to the extent that Irish law differs from German corporate law. Except with respect to (i) subscription rights to participate in equity issuances, which are being waived in the constitution of Innocoll Ireland for the five year period after its adoption, and (ii) approval of board remuneration which requires shareholder approval under German law and will be approved by the compensation committee of

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the board of directors of Innocoll Ireland after the Merger, and other than as required by Irish law or German law, we believe that the rights of shareholders under Innocoll Ireland’s constitution are comparable to those under Innocoll Germany’s articles of association. Under the Irish Companies Act 2014 (the “Irish Companies Act”), the financial liability of a shareholder of Innocoll Ireland is limited to the amount, if any, unpaid on the shares held by them. Once shares are credited as fully paid up, there is no further financial liability on the part of shareholders. Ordinary shares of Innocoll Ireland issued upon the Merger will be credited as fully paid up on issuance, subject to the receipt by the proposed allottees of an expert’s report on valuation of the non-cash consideration for the ordinary shares as required under the Irish Companies Act.

The characteristics of and the differences between Innocoll Germany shares and the ordinary shares of Innocoll Ireland are summarized under “Description of the Share Capital of Innocoll Ireland” and “Comparison of Rights of Shareholders.”

Exchange of Shares; Delivery of Shares to Former Record Holders

All ordinary shares of Innocoll Germany underlying Innocoll Germany ADSs held by Citibank N.A. through DTC will be converted into ordinary shares of Innocoll Ireland and recorded in book entry form by Citibank N.A. through DTC. If any action is required by a holder of ADSs to effect the exchange of such ADSs for the underlying ordinary share of Innocoll Ireland to be issued in the Merger, holders of ADSs will receive separate instructions on how to surrender and cancel their Innocoll Germany ADSs.

The exchange agent for the Merger, will, as soon as reasonably practicable after the effective time of the Merger, exchange Innocoll Germany shares for Innocoll Ireland’s ordinary shares to be received in the Merger pursuant to the terms of the Merger Proposal.

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If you are currently a beneficial holder of Innocoll Germany ordinary shares (i.e., your shares are held in “street name”), your ownership of Innocoll Ireland ordinary shares will be recorded in book entry form by your bank, broker or other nominee on the effective date of the Merger without the need for any further action on your part.

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If you are a registered uncertificated holder of Innocoll Germany ordinary shares, you will be sent instructions explaining the procedure for surrendering your Innocoll Germany book-entry shares in exchange for Innocoll Ireland ordinary shares. Innocoll Ireland ordinary shares will be initially delivered to the exchange agent for the Merger, for delivery to you, or in “street name” through DTC, in accordance with such instructions.

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Holders of shares of Innocoll Germany or ADS holders of record that elect to receive a share certificate representing Innocoll Ireland ordinary shares should note that subsequent transfers of Innocoll Ireland ordinary shares outside of DTC may be subject to Irish stamp duty.

After the effective time of the Merger, each Innocoll Germany ordinary share will no longer be outstanding and will cease to exist, and each share certificate or book-entry share for registered holders that previously represented Innocoll Germany ordinary shares will represent only the right to receive Innocoll Ireland ordinary shares.

Share Compensation Plans and Investor Options

As a result of the Merger, Innocoll Ireland will assume, and become the plan sponsor of, each employee benefit and compensation plan, arrangement and agreement that is presently sponsored, maintained or contributed to by Innocoll Germany (including each equity and incentive plan and any outstanding award outstanding thereunder on the date of the Merger).

At the effective time of the Merger and pursuant to the terms of the Merger Proposal, each outstanding option to acquire shares of Innocoll Germany (including the options issued pursuant to the 2014 Investor Option Agreement) and each equity-based award issued by Innocoll Germany that is outstanding immediately prior to the effective time of the Merger will be converted, as applicable, into an option to acquire or an award covering a number of ordinary shares of Innocoll Ireland (rounded down to the nearest whole share) equal to the product obtained by multiplying (x) the number of Innocoll Germany ordinary shares subject to the option or award by (y) 13.25, at an exercise price (rounded up to the nearest

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whole cent) per Innocoll Ireland ordinary share equal to the quotient obtained by dividing (i) the exercise price per Innocoll Germany ordinary share by (ii) 13.25. In case upon exercise of such converted options or awards Innocoll Ireland would be required to issue fractional shares, Innocoll Ireland is entitled to make a cash payment in the amount of the value of the fractional options, which amount shall be equivalent to the corresponding fraction of Innocoll Ireland’s closing price of the Innocoll Irelands’ shares on NASDAQ Global Market on the day the option or award was exercised. At the effective time of the Merger and pursuant to the terms of the Merger Proposal, each outstanding option to acquire Innocoll Germany ADSs will be converted into an option to acquire one ordinary share of Innocoll Ireland at the same exercise price applicable to the converted option to acquire Innocoll Germany ADSs. Each Innocoll Ireland option or award as so assumed and converted will otherwise continue to have, and will otherwise be subject to, the same terms and conditions as applied to the applicable Innocoll Germany option or award immediately prior to the effective time of the scheme. We anticipate that some or all of the outstanding and previously issued Innocoll Germany options and awards, including the stock options, granted by Innocoll Germany to its own and it subsidiaries’ members of the management board and employees pursuant to a stock option plan, will be reissued under the 2016 Plan after the effective time of the Merger, subject to the consent of the relevant option holder. In the case of the 2014 Investor Option Agreement, subject to the consent of the option holders, the exercise price will be expressed in U.S. dollars based on the then applicable exchange rate of euros to dollars.

Stock Exchange Listing

Innocoll Germany’s ADSs are currently listed on NASDAQ. We intend to make an application so that, immediately following the effective time of the Merger, the ordinary shares of Innocoll Ireland will be listed and traded in U.S. dollars on NASDAQ under the symbol “INNL,” the same symbol under which the Innocoll Germany ADSs are currently listed. There is currently no established public trading market for the shares of Innocoll Ireland. We do not intend to seek an additional listing on the Irish Stock Exchange.

Accounting Treatment of the Merger

The Merger will represent a transaction between entities under common ownership. Assets and liabilities transferred between entities under common ownership are recorded at their existing carrying values rather than at fair value. Accordingly, the assets and liabilities of Innocoll Germany will be reflected at their carrying amounts in the accounts of Innocoll Ireland at the effective time of the Merger.

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MATERIAL TAX CONSIDERATIONS

The information presented under the caption “German Tax Considerations” is a discussion of the material German tax consequences of the Merger. The information presented under the caption “U.S. Federal Income Tax Considerations” is a discussion of the material U.S. federal income tax consequences (1) to U.S. holders and non-U.S. holders (as defined below) of  (A) exchanging Innocoll Germany ordinary shares for Innocoll Ireland ordinary shares in the Merger, and (B) owning and disposing of Innocoll Ireland ordinary shares received in the Merger and (2) to Innocoll Germany and Innocoll Ireland of the Merger. The information presented under the caption “Irish Tax Considerations” is a discussion of the material Irish tax consequences to shareholders of the Merger and of ownership and disposition of the Innocoll Ireland ordinary shares.

You should consult your own tax advisor regarding the applicable tax consequences to you of the Merger and of ownership and disposition of the Innocoll Ireland ordinary shares under the laws of the U.S. (federal, state and local), Ireland, Germany, and any other applicable jurisdiction.

German Tax Considerations

Scope of Discussion

The following is a summary of material German tax consequences to shareholders of Innocoll Germany and Innocoll Ireland. The summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to each Innocoll Germany shareholder. The summary is based on German tax law and the practice of the German Revenue currently in force in Germany. Legislative, administrative or judicial changes may modify the tax consequences described below, possibly with retrospective effect.

The summary deals with holders of Innocoll Germany ordinary shares who beneficially own their ordinary shares as capital assets. Particular rules not discussed below may apply to certain classes of taxpayers holding ordinary shares, such as dealers in securities, trusts, insurance companies, collective investment schemes and individuals who have or may be deemed to have acquired their shares by virtue of an office or employment. The summary does not constitute tax or legal advice and the comments below are of a general nature only. Innocoll shareholders should consult their professional advisers on the German tax implications of the Merger and the tax implications in other relevant jurisdictions.

The summary does not address the German tax consequences resulting from ordinary shares or ADSs being attributable to

(1)

a permanent establishment outside of the shareholder’s country of residence, or

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(2)

a permanent representative outside of the shareholder’s country of residence.

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Tax on Capital Gains at the Time of the Merger

Under the German Transformation Tax Act the Merger is considered as a disposition of the Innocoll Germany ordinary shares at fair market value and the acquisition of Innocoll Ireland ordinary shares at the same value. Therefore, the Merger triggers a capital gain or loss from a German tax perspective at shareholder level.

Depending on whether the Innocoll Germany shareholder is an individual or a corporation the capital gain is regularly 40% to 95% tax exempt.

An option to use historic acquisition cost as relevant value for the Merger and to avoid a capital gain at the time of the Merger (but not permanently, see below “German tax on Capital Gains After the Time of the Merger”) is in principle available.

As an exception, individuals who at no time within five years prior to the Merger directly or indirectly held ADSs, ordinary shares and/or other rights as private assets representing together 1% or more of Innocoll Germany ordinary shares have to apply historic acquisition cost as relevant value for the Merger. This means that the Merger is treated tax-neutrally and no capital gain is triggered for German tax

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purposes. However, the Innocoll Ireland ordinary shares remain subject to German tax and a subsequent sale of them is taxable (even if after the Merger a double tax treaty in principle provides protection) and the respective capital gain is calculated as the difference between the sales price and the historical acquisition costs of the Innocoll Germany ordinary shares.

Tax on Capital Gains After the Merger

In case the disposition of the Innocoll Germany ordinary shares was done applying the option to treat the Merger tax-neutrally, the capital gain realized upon a sale of the Innocoll Ireland ordinary shares is subject to German tax. The capital gain is calculated as the difference between the fair market value at the time of the sale of Innocoll Ireland ordinary shares and the acquisition cost for the Innocoll Germany ordinary shares prior to the merger.

Depending on whether the shareholder is an individual or a corporation, the capital gain is 40% to 95% tax exempt.

Additional implications for U.S. and Irish Holders of Innocoll ordinary shares

A U.S. holder in terms of this section on the German taxation of the Merger is

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a resident of the United States in terms of the agreement between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income and Capital and to certain other Taxes as of June 4, 2008 (Abkommen zwischen der Bundesrepublik Deutschland und den Vereinigten Staaten von Amerika zur Vermeidung der Doppelbesteuerung und zur Verhinderung der Steuerverkürzung auf dem Gebiet der Steuern vom Einkommen und vom Vermögen und einiger anderer Steuern in der Fassung vom 4. Juni 2008, “Treaty”);

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who is not subject to German unlimited tax liability by way of a German residence or habitual abode or, as the case may be, a German registered seat or place of management;

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who is the beneficial owner of ordinary shares or ADSs in Innocoll Germany before and of Innocoll Ireland after the Merger and any payments such as dividends under the ordinary shares or the ADSs; and

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who is not subject to the limitation of benefits clause of the Treaty.

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An Irish holder in terms of this section on the German taxation of the Merger is

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a resident of Ireland in terms of the Agreement between Ireland and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income and Capital as of March 30, 2011 (Abkommen zwischen der Bundesrepublik Deutschland und Irland zur Vermeidung der Doppelbesteuerung und zur Verhinderung der Steuerverkürzung auf dem Gebiet der Steuern vom Einkommen und vom Vermögen in der Fassung vom 30. März 2011, “Treaty”);

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who is not subject to German unlimited tax liability by way of a German residence or habitual abode or, as the case may be, a German registered seat or place of management;

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who is the beneficial owner of the ordinary shares or the ADSs and any payments such as dividends under the ordinary shares or the ADSs; and

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who is not subject to the limitation of benefits clause of the Treaty.

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In particular because it is not possible to take into account the personal circumstances of prospective U.S. or Irish holders, they should consult their tax advisors as to the consequences under the tax laws of Germany resulting from the Merger.

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As Innocoll Germany has its registered seat in Germany, capital gains resulting from the Merger realized by a U.S. or Irish holder are treated as German source income and are subject to German limited tax liability (beschränkte Steuerpflicht):

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if such U.S. or Irish holder is an individual holding the ADSs as private property and at any time within five years prior to the disposition directly or indirectly held ADSs, ordinary shares and/or other rights representing together 1% or more of Innocoll Germany’s ordinary shares;

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if such holder had acquired the ADSs without consideration, the previous owner’s holding period and percentage of the holding would also be taken into account; or

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if such shareholder is an entity recognized as a corporation under German tax law.

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However, such U.S. and Irish holders by reason of protection under the respective double tax Treaty should be exempt from German taxation on capital gains resulting from the disposition of the Innocoll ordinary shares including the gains resulting from the Merger.

German Tax Treatment of ADRs/ADSs

At the time of preparation of this prospectus, no explicit tax law deals with the treatment of ADSs or ADRs and no decisions of German tax courts have been published that comprehensively outline the treatment of ADRs or ADSs under German tax law. However, from circulars issued by the fiscal authorities it can be concluded that in the practice of the authorities, under German tax law, holders of ADRs or ADSs are in general treated like the beneficial owners of the respective Innocoll ordinary shares for German tax purposes.

German Withholding Tax

Under German law, disbursing agents are required to levy withholding tax of 26.375% on capital gains from the sale of shares or other securities held in a custodial account. Disbursing agent in this context means a German bank, a financial services institution, a securities trading enterprise or a securities trading bank (each as defined in the German Banking Act (Kreditwesengesetz) and, in each case, including a German branch of a foreign enterprise, but excluding a foreign branch of a German enterprise) that holds the ordinary shares or ADSs in custody or administers the ADSs for the holder or conducts sales or other dispositions and disburses or credits the income from the ADSs to the holder of the ADSs. Under German law, the obligation to withhold taxes on capital gains does not explicitly depend on the capital gains being subject to German limited or unlimited taxation nor on applicability of a double taxation treaty permitting Germany to tax such capital gains.

However, the German Federal Ministry of Finance has issued a circular dated October 9, 2012 (reference number BMF IV C 1 — S 2252/10/10013, “Capital Income Circular”) due to which taxes need not be withheld when the capital gains are not subject to German taxation. The Capital Income Circular further states that there is no obligation to withhold such tax on capital gains even if a foreign holder owns 1 % or more of the shares. While the Capital income Circular is only binding on the tax authorities, but not on the tax courts, in practice, the disbursing agents nevertheless typically rely on the guidance contained in such circular. If not, the foreign holder should be entitled to claim a refund of the withholding tax from the German tax authorities under the relevant tax treaty, if any.

U.S. Federal Income Tax Considerations

Scope of Discussion

Subject to the limitations and qualifications described herein and in the opinion of Dentons US LLP, filed as Exhibit 8.1 to the registration statement, the following discussion constitutes the opinion of our U.S. tax counsel, Dentons US LLP, as to (i) the material U.S. federal income tax consequences to Innocoll Germany, Innocoll Ireland, and our shareholders of the Merger and (ii) the material U.S. federal income tax consequences to our shareholders of owning and disposing of Innocoll Ireland ordinary shares. This discussion does not generally address any aspects of U.S. taxation other than U.S. federal income taxation, is not a complete analysis or listing of all of the possible tax consequences of the consummation of the

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Merger or of holding and disposing of Innocoll Ireland ordinary shares and does not address all tax considerations that may be relevant to you. Special rules that are not discussed in the general descriptions below may also apply to you. In particular, this discussion deals only with holders that hold their Innocoll Germany ADSs or ordinary shares and will hold their Innocoll Ireland ordinary shares as capital assets and, except as otherwise indicated below, does not address the tax treatment of special classes of holders, such as:

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a holder of Innocoll Germany ADSs or ordinary shares who, at any time within the five year period ending on the date of the Merger, has actually and constructively owned 10% or more of the total combined voting power of all classes of stock entitled to vote of Innocoll Germany, after taking into account any voting restrictions on treasury shares or otherwise imposed under German law;

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a holder of Innocoll Germany ADSs or ordinary shares who, immediately before the Merger, actually and constructively owns at least 5% of either the total combined voting power or the total value of all classes of stock of Innocoll Germany;

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a bank or other financial institution;

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a tax-exempt entity;

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an insurance company;

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a person holding shares as part of a “straddle,” “hedge,” “wash sale,” “integrated transaction,” or “conversion transaction”;

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a person holding shares through a partnership or other pass-through entity (including arrangements treated as partnerships under U.S. federal income tax law);

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a former citizen or resident of the United States under Section 877 or Section 877A of the Code;

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a non-resident alien who has elected to be treated as a resident of the United States or is a bona fide resident of Puerto Rico, Guam, American Samoa or the Northern Mariana Islands;

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a person who is liable for alternative minimum tax;

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a broker-dealer or trader in securities or currencies;

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a U.S. holder whose “functional currency” is not the U.S. dollar;

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a regulated investment company or real estate investment trust;

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a trader in securities who has elected the mark-to-market method of accounting for its securities;

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a holder that has filed a gain recognition agreement with respect to Innocoll Germany ADSs or ordinary shares;

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a holder who received Innocoll Germany ordinary shares through the exercise of employee stock options or otherwise as compensation or through a tax qualified retirement plan; or

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a non-corporate holder of Innocoll Ireland ordinary shares who, because of limitations under the U.S. securities laws or other legal limitations, is not free to dispose of those shares without restriction.

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This discussion is based on the laws of the United States, including the U.S. Internal Revenue Code of 1986, as amended (“Code”), its legislative history, existing and proposed Treasury regulations promulgated thereunder (“Regulations”), judicial decisions, published rulings, administrative pronouncements and income tax treaties to which the United States is a party, each as in effect on the date of this prospectus and all of which are subject to change or differing interpretations, possibly with retroactive effect. There can be no assurance that the U.S. Internal Revenue Service (“IRS”) will not disagree with or will not successfully challenge any of the conclusions reached and described in this discussion.

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For purposes of this discussion, a “U.S. holder” means (a) a beneficial owner of Innocoll Germany ADSs or ordinary shares or (b), after the completion of the Merger, a beneficial owner of Innocoll Ireland ordinary shares that for U.S. federal income tax purposes is:

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an individual citizen or resident alien of the United States;

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a corporation or other entity (or arrangement) taxable as a corporation organized under the laws of the United States, any state thereof or the District of Columbia;

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an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

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a trust, if it (i) is subject to the primary supervision of a U.S. court and the control of one or more U.S. persons or (ii) has a valid election in effect under applicable Regulations to be treated as a U.S. person.

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A “non-U.S. holder” means a holder (other than an entity or arrangement treated as a partnership for U.S. federal income tax purposes) of Innocoll Germany ADSs or ordinary shares or, after the completion of the Merger, Innocoll Ireland ordinary shares that is not a U.S. holder. For purposes of this summary, “holder” or “shareholder” means either a U.S. holder or a non-U.S. holder or both, as the context may require.

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of Innocoll Germany ADSs or ordinary shares or Innocoll Ireland ordinary shares, the tax treatment of a partner in that partnership will generally depend on the status of the partner and the activities of the partnership. Holders of Innocoll Germany ADSs or ordinary shares or Innocoll Ireland ordinary shares that are partnerships and partners in these partnerships are urged to consult their tax advisors regarding the U.S. federal income tax consequences to them of the Merger and the ownership and disposition of the Innocoll Ireland ordinary shares.

Innocoll intends to take the position that, after the Merger, Innocoll Ireland will be a foreign corporation for U.S. tax purposes (a “non-U.S. corporation”). Except as provided below in “Certain Tax Consequences if Innocoll Ireland and/or Innocoll Germany are Treated as a U.S. Corporation for U.S. Federal Income Tax Purposes,” this summary assumes that Innocoll Germany, and after the completion of the Merger, Innocoll Ireland, is a non-U.S. corporation.

Consequences of the Merger

For U.S. federal income tax purposes, (i) the Merger will qualify as a “reorganization” under Section 368(a) of the Code and (ii) no gain or loss will be recognized by us, Innocoll Ireland, or our shareholders as a result of the Merger, except to the extent relating to the exercise of withdrawal rights or with respect to cash received in lieu of fractional ordinary shares of Innocoll Ireland or as provided in the following sentence. In the event that (i) the Merger does not qualify as an “F” reorganization, (ii) Innocoll Germany is or was a PFIC (as defined below) during a U.S. holder’s holding period of the ordinary shares or ADSs of Innocoll Germany, and (iii) Innocoll Ireland is not a PFIC (as defined below) on the effective date of the Merger, all or a portion of a U.S. holder’s gain may be subject to tax as ordinary income notwithstanding the Merger qualifying as a nontaxable reorganization. See discussion under “— PFIC Rules.” For those U.S. holders that do not recognize gain as a result of the Merger, the basis of a shareholder’s Innocoll Ireland ordinary shares received in exchange for such shareholder’s Innocoll Germany ADSs or ordinary shares will be equal to the basis of the Innocoll Germany ADSs or ordinary shares exchanged, reduced by an amount allocable to a fractional ordinary share of Innocoll Ireland. The holding period of the Innocoll Ireland ordinary shares will include the period such shareholders held the Innocoll Germany ADSs or ordinary shares exchanged. Shareholders who hold their Innocoll Germany ADSs or ordinary shares with differing bases or holding periods should consult their tax advisors as to the determination of the bases and holding periods of the Innocoll Ireland ordinary shares received in the Merger.

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Taxation of Holders Who Exercise Withdrawal Rights or Who Receive Cash in Lieu of Fractional Innocoll Ireland ordinary shares.

The discussion above in “— Consequences of the Merger” does not apply to shareholders of Innocoll Germany ADSs or ordinary shares who properly exercise withdrawal rights with respect to the such ADSs or shares, or who receive cash in lieu of fractional ordinary shares of Innocoll Ireland. Generally, a shareholder who exercises withdrawal rights and receives cash compensation and has its Innocoll Ireland ordinary shares converted into Innocoll Ireland deferred shares will be treated as redeeming such Innocoll Ireland ordinary shares. Principles similar to the principles described in “Subsequent Dispositions of Innocoll Ireland Ordinary Shares” in the “U.S. holder” section and “Subsequent Dispositions of Innocoll Ireland Ordinary Shares” in the “non-U.S. holder” section shall apply to U.S. holders and non-U.S. holders, respectively. Shareholders who receive cash in lieu of fractional ordinary shares of Innocoll Ireland are deemed to receive such shares and then Innocoll Ireland is treated as redeeming such shares for the cash received in exchange therefor. Principles similar to the principles described in “Subsequent Dispositions of Innocoll Ireland Ordinary Shares” in the “U.S. holder” section and “Subsequent Dispositions of Innocoll Ireland Ordinary Shares” in the “non-U.S. holder” section shall apply to U.S. holders and non-U.S. holders, respectively.

Certain Consequences of Owning and Disposing of Innocoll Ireland Ordinary Shares.

U.S. HOLDERS

Taxation of Distributions on Innocoll Ireland Ordinary Shares.

Under the U.S. federal income tax laws and subject to the passive foreign investment company (“PFIC”) rules discussed below in “— PFIC Rules”, the gross amount of any distribution that is actually or constructively received (as described below, including any Irish withholding tax or other withholding tax on such amount) by a U.S. holder with respect to Innocoll Ireland ordinary shares, will be a dividend for U.S. federal income tax purposes to the extent of Innocoll Ireland’s current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). To the extent that the amount of such distribution exceeds Innocoll Ireland’s current and accumulated earnings and profits as so computed, it will be treated first as a non-taxable return of capital to the extent of such U.S. holder’s adjusted tax basis in its Innocoll Ireland ordinary shares, and to the extent the amount of such distribution exceeds such adjusted tax basis, will be treated as gain from the sale of Innocoll Ireland ordinary shares. Because we do not compute our earnings and profits under U.S. tax principles, however, we expect to report the full amount of any distribution as a dividend for U.S. tax purposes if and when we pay a dividend to our shareholders. With respect to non-corporate U.S. holders, certain dividends received from a qualified foreign corporation will be subject to U.S. federal income tax at a maximum rate of 20%. As long as Innocoll Ireland ordinary shares are listed on NASDAQ or certain other exchanges and/or Innocoll Ireland qualifies for benefits under the income tax treaty between the United States and Ireland or another applicable income tax treaty, Innocoll Ireland will be treated as a qualified foreign corporation for this purpose. This reduced rate will not be available in all situations, and U.S. holders should consult their own tax advisors regarding the application of the relevant rules to their particular circumstances. If Innocoll Ireland is a PFIC as discussed below under “— PFIC Rules,” distributions paid by Innocoll Ireland with respect to its ordinary shares will not be eligible for the preferential income tax rate.

You must include any Irish tax withheld from the dividend payment in this gross amount even though you do not in fact receive it. The gross amount of the dividend is taxable to you when you receive the dividend, actually or constructively. Dividends paid on Innocoll Ireland ordinary shares generally will constitute income from sources outside the United States and will generally not be eligible for the dividends-received deduction generally available to corporate U.S. holders. Because we expect to pay any future dividends in a non-U.S. currency, the gross amount of any such dividend will be included in the gross income of a U.S. holder in an amount equal to the U.S. dollar value of the non-U.S. currency calculated by reference to the exchange rate in effect on the date the dividend distribution is includable in the U.S. holder’s income, regardless of whether the payment is in fact converted into U.S. dollars. If the non-U.S. currency is converted into U.S. dollars on the date of receipt by the U.S. holder, a U.S. holder generally should not be required to recognize non-U.S. currency gain or loss in respect of the dividend. If the non-U.S. currency

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received is not converted into U.S. dollars on the date of receipt, a U.S. holder will have a basis in the non-U.S. currency equal to its U.S. dollar value on the date of receipt. Any gain or loss on a subsequent conversion or other disposition of the non-U.S. currency will be treated as ordinary income or loss, and will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. The amount of any distribution of property other than cash will be the fair market value of the property on the date of the distribution, less the sum of any encumbrance assumed by the U.S. holder.

Subject to applicable limitations that may vary depending upon a U.S. holder’s circumstances, a U.S. holder will be entitled to a credit against its U.S. federal income tax liability for any Irish withholding taxes withheld in respect of our dividend distributions not in excess of the applicable rate under the income tax treaty between the United States and Ireland. For purposes of calculating the foreign tax credit, dividends paid on Innocoll Ireland ordinary shares generally will be treated as income from sources outside the United States, except that a portion of such dividends may be treated as income from U.S. sources. In addition, the limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income, such as “passive” or “general” income. In addition, the amount of the qualified dividend income, if any, paid to a U.S. holder that is subject to the reduced dividend income tax rate and that is taken into account for purposes of calculating the U.S. holder’s U.S. foreign tax credit limitation must be reduced by the rate differential portion of the dividend. The rules governing foreign tax credits are complex. Investors should consult their own tax advisors regarding the availability of foreign tax credits in their particular situation. In lieu of claiming a foreign tax credit, U.S. holders may elect to deduct all non-U.S. taxes paid or accrued in a taxable year in computing their taxable income, subject to generally applicable limitations under U.S. federal income tax law.

Subsequent Dispositions of Innocoll Ireland Ordinary Shares.

Subject to the discussion below under “— PFIC Rules,” U.S. holders of Innocoll Ireland ordinary shares generally should recognize capital gain or loss for U.S. federal income tax purposes on the sale, exchange or other disposition of Innocoll Ireland ordinary shares in the same manner as on the sale, exchange or other disposition of any other shares held as capital assets. Such capital gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period for the Innocoll Ireland ordinary shares exceeds one year. Under current law, long-term capital gain of non-corporate shareholders is subject to tax at a maximum rate of 20%. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. There are limitations on the deductibility of capital losses.

A U.S. holder that receives non-U.S. currency on the sale or other disposition of Innocoll Ireland ordinary shares will realize an amount equal to the U.S. dollar value of the non-U.S. currency on the date of sale (or, in the case of cash basis and electing accrual basis taxpayers, the U.S. dollar value of the non-U.S. currency on the settlement date) provided that the Innocoll Ireland ordinary shares are treated as being “traded on an established securities market.” If a U.S. holder receives non-U.S. currency upon a sale or exchange of Innocoll Ireland ordinary shares, gain or loss, if any, recognized on the subsequent sale, conversion or disposition of such non-U.S. currency will be ordinary income or loss, and will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. However, if such non-U.S. currency is converted into U.S. dollars on the date received by the U.S. holder, a cash basis or electing accrual U.S. holder should not recognize any gain or loss on such conversion. In addition, depending on the circumstances, a redemption of Innocoll Ireland ordinary shares by Innocoll Ireland will be treated as a sale of the redeemed shares by the U.S. holder or as a distribution to the U.S. holder (which is taxable as described above under “— Taxation of Distributions on Innocoll Ireland Ordinary Shares”).

Controlled Foreign Corporation Rules.

Generally, a non-U.S. corporation, such as Innocoll Ireland, will be classified as a controlled foreign corporation (“CFC”) if more than 50% (by vote or value) of the shares of the corporation are held directly, indirectly, or constructively, by “U.S. Shareholders.” For this purpose, a U.S. Shareholder is generally any U.S. holder that possesses, directly, indirectly or constructively, 10% or more of the combined voting power of all classes of shares of the corporation. Based on our current and anticipated ownership structure, we do not expect that Innocoll Ireland will be classified as a CFC. However, we can offer no assurances in this regard.

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If Innocoll Ireland were classified as a CFC, however, each of Innocoll Ireland’s U.S. Shareholders generally would be required to include in gross income (as ordinary income) at the end of each of Innocoll Ireland’s taxable years an amount equal to the U.S. Shareholder’s pro rata share of our “subpart F income.” Subpart F income generally includes dividends, interest, rents and royalties, gains from the sale of securities, and income from certain transactions with related parties. If Innocoll Ireland is classified as both a CFC and a PFIC, it generally will not be treated as a PFIC with respect to those U.S. holders that meet the definition of a U.S. Shareholder.

PFIC Rules.

The treatment of U.S. holders of Innocoll Ireland ordinary shares could be materially different from that described above if, at any relevant time, Innocoll Germany or Innocoll Ireland were a PFIC. In general, if you are a U.S. holder, Innocoll Germany and/or Innocoll Ireland will be a PFIC with respect to you if for any taxable year in which you held ADSs or ordinary shares of Innocoll Germany or ordinary shares of Innocoll Ireland: (i) at least 75% of the gross income of Innocoll Germany or Innocoll Ireland, as applicable, for the taxable year is passive income or (ii) at least 50% of the value, determined on the basis of a quarterly average, of the assets of Innocoll Germany or Innocoll Ireland, as applicable, is attributable to assets that produce or are held for the production of passive income. The determination of whether a non-U.S. corporation is a PFIC is made annually. Accordingly, it is possible that we may become a PFIC in the current or, in the case of Innocoll Ireland, any future taxable year due to changes in Innocoll Ireland’s asset or income composition.

Passive income generally includes dividends, interest, rents and royalties (other than certain rents and royalties derived in the active conduct of a trade or business), annuities and gains from the disposition of assets that produce passive income. Any cash held generally will be treated as held for the production of passive income for the purpose of the PFIC test, and any income generated from cash or other liquid assets generally will be treated as passive income for such purpose. If a non-U.S. corporation owns at least 25% by value of the shares of another corporation, the non-U.S. corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation, and as receiving directly its proportionate share of the other corporation’s income. We believe that Innocoll Germany should not be treated as having been a PFIC in any prior taxable year and should not be treated as a PFIC in the taxable year in which the Merger will occur. In addition, we believe that Innocoll Ireland should not be treated as a PFIC following the Merger. However, the tests for determining PFIC status are applied annually, and it is difficult to accurately predict future income and assets relevant to this determination. Accordingly, we cannot assure U.S. holders that Innocoll Germany and Innocoll Ireland will not be or become a PFIC. Moreover, the determination of PFIC status depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. As a result, whether Innocoll Germany or Innocoll Ireland is or will be a PFIC for any relevant taxable year cannot be predicted with certainty, and there can be no assurance that the IRS will not challenge our determination concerning our PFIC status.

If Innocoll Germany prior to the consummation of the Merger, and Innocoll Ireland, after the consummation of the Merger, were to be treated as a PFIC, except as otherwise provided by election regimes described below, a U.S. holder would be subject to special adverse tax rules with respect to (i) “excess distributions” received on our ADSs or ordinary shares of Innocoll Germany, and ordinary shares of Innocoll Ireland, as the case may be, and (ii) any gain recognized upon a sale or other disposition (including a pledge) of ADSs or ordinary shares of Innocoll Germany or ordinary shares of Innocoll Ireland, as the case may be. A U.S. holder would be treated as if it had realized such gain and certain “excess distributions” ratably over its holding period for such shares. The amounts allocated to the current taxable year and to any taxable year in the holding period prior to the first taxable year in which we were a PFIC would be taxed as ordinary income. The amounts allocated to any other taxable year would be taxed at the highest tax rate in effect for each such year to which the gain was allocated, together with an interest charge in respect of the tax attributable to each such year. Special rules apply for calculating the amount of the foreign tax credit with respect to “excess distributions” by a PFIC.

Dividends that a U.S. holder receives from Innocoll Ireland will not be eligible for the special tax rates applicable to qualified dividend income if Innocoll Germany and/or Innocoll Ireland are treated as a PFIC either in the taxable year of the distribution or the preceding taxable year, but instead will be taxable at rates applicable to ordinary income, or if an excess distribution treated as discussed above.

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If a U.S. holder owns ordinary shares in a PFIC that are treated as “marketable stock,” the U.S. holder may make a mark-to-market election. If a U.S. holder makes this election, the U.S. holder will not be subject to all of the PFIC rules described above. Instead, in general, the U.S. holder will include as ordinary income the excess, if any, of the fair market value of its Innocoll Ireland ordinary shares at the end of the taxable year over the U.S. holder’s adjusted basis in its Innocoll Ireland ordinary shares. Similarly, any gain realized on the sale, exchange or other disposition of the Innocoll Ireland ordinary shares will be treated as ordinary income, and will not be eligible for the favorable tax rates applicable to qualified dividend income or long-term capital gains. The U.S. holder will also be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its Innocoll Ireland ordinary shares over the fair market value at the end of the taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). A U.S. holder’s basis in the Innocoll Ireland ordinary shares will be adjusted to reflect any such income or loss amount.

A U.S. holder may in certain circumstances also mitigate adverse tax consequences of the PFIC rules by filing an election to treat the PFIC as a qualified electing fund (“QEF”), if the PFIC complies with certain reporting requirements. However, in the event that we are or become a PFIC, Innocoll Ireland does not intend to comply with such reporting requirements necessary to permit U.S. holders to elect to treat us as a QEF.

U.S. holders should consult their own tax advisors regarding the application of the CFC rules and PFIC rules to their investment and the elections discussed above.

Tax on Net Investment Income.

An additional 3.8% tax generally will be imposed on the “net investment income” of individuals (other than nonresident aliens) with a modified adjusted gross income over $200,000 ($250,000 in the case of joint filers) and on the undistributed net investment income of certain estates and trusts. For this purpose, “net investment income” generally includes interest, dividends (including dividends paid with respect to Innocoll Ireland ordinary shares), annuities, royalties, rents, net gain attributable to the disposition of property not held in a trade or business (including net gain from the taxable disposition of the Innocoll Ireland ordinary shares) and certain other income, as reduced by any deductions properly allocable to such income or gain. If you are a U.S. holder that is an individual, estate or trust, you are urged to consult your tax advisors regarding the applicability of the tax on net investment income to your income and gains in respect of your investment in Innocoll Ireland ordinary shares.

Information Reporting and Backup Withholding on Distributions and Disposition Proceeds with Respect to Innocoll Ireland Ordinary Shares.

Dividends on Innocoll Ireland ordinary shares paid within the United States or through certain U.S.-related financial intermediaries are subject to information reporting and may be subject to backup withholding (currently at a 28% rate) unless the holder (1) is a corporation or other exempt recipient or (2) provides a taxpayer identification number and satisfies certain certification requirements. Information reporting requirements and backup withholding may also apply to the cash proceeds of a sale of Innocoll Ireland ordinary shares. If the sale is made through a non-U.S. office of a non-U.S. broker, however, the sale will generally not be subject to either backup withholding or information reporting. This exception may not apply if the non-U.S. broker is owned or controlled by U.S. persons, or is engaged in a U.S. trade or business.

In addition to being subject to backup withholding, if a U.S. holder of Innocoll Ireland ordinary shares does not provide us (or our paying agent) with the holder’s correct taxpayer identification number or other required information, the holder may be subject to penalties imposed by the IRS. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, provided that the holder furnishes certain required information to the IRS.

Certain specified individuals and, to the extent provided by future guidance, certain U.S. entities, who, at any time during the taxable year, hold interests in specified foreign financial assets that are not held in an account maintained by a financial institution and that have an aggregate value in excess of applicable reporting thresholds (which depend on the individual’s filing status and tax home, and begin at a low of

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more than $50,000 on the last day of the taxable year or more than $75,000 at any time during the taxable year) are required to attach a disclosure statement on Form 8938 (Statement of Specified Foreign Financial Assets) to their U.S. federal income tax return. A specified person who reports its ordinary shares on a Form 8621 does not have to report the ordinary shares on the Form 8938 if the person identifies the Form 8621 which includes the ordinary shares on the Form 8938. No Form 8938 is required to be filed by a specified person who is not required to file a U.S. federal income tax return for the taxable year. Investors are urged to consult their own tax adviser regarding these reporting requirements.

NON-U.S. HOLDERS

Taxation of Distributions on Innocoll Ireland Ordinary Shares.

A non-U.S. holder generally will not be subject to U.S. federal income or withholding tax on dividends received on its Innocoll Ireland ordinary shares, unless the dividends are effectively connected with the holder’s conduct of a trade or business in the United States and, if an income tax treaty applies, the dividends are attributable to a permanent establishment or fixed place of business maintained by the holder in the United States or such holder is subject to backup withholding as discussed below.

Except to the extent otherwise provided under an applicable income tax treaty, a non-U.S. holder generally will be taxed in the same manner as a U.S. holder on dividends paid and gains recognized that are effectively connected with the holder’s conduct of a trade or business in the United States. Effectively connected dividends received and gains recognized by a corporate non-U.S. holder may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate (or, if applicable, a lower treaty rate), subject to certain adjustments.

Subsequent Disposition of Innocoll Ireland Ordinary Shares.

In general, a non-U.S. holder of Innocoll Ireland ordinary shares will not be subject to U.S. federal income or withholding tax on any gain recognized on a subsequent disposition of the Innocoll Ireland ordinary shares, unless: (1) such gain is effectively connected with the conduct by the holder of a trade or business within the United States and, if a tax treaty applies, is attributable to a permanent establishment or fixed place of business maintained by such holder in the United States, (2) in the case of capital gain of a holder who is an individual, such holder is present in the United States for 183 days or more during the taxable year in which the capital gain is recognized and certain other conditions are met, or (3) such holder is subject to backup withholding as discussed below. In addition, depending on the particular circumstances, a redemption of Innocoll Ireland ordinary shares by Innocoll Ireland will be treated as a sale of the redeemed shares by the non-U.S. holder or as a distribution to the non-U.S. holder (which is taxable as described in the preceding paragraph under “— Taxation of Distributions on Innocoll Ireland ordinary shares.”

Information Reporting and Backup Withholding on Distributions and Disposition Proceeds with Respect to Innocoll Ireland Ordinary Shares.

In order not to be subject to backup withholding tax on distributions and disposition proceeds with respect to Innocoll Ireland ordinary shares, a non-U.S. holder may be required to provide a taxpayer identification number, certify the holder’s foreign status, or otherwise establish an exemption. Non-U.S. holders of Innocoll Ireland ordinary shares should consult their tax advisors regarding the application of information reporting and backup withholding in their particular situations, the availability of exemptions, and the procedure for obtaining such an exemption, if available. Any amount withheld from a payment to a non-U.S. holder under the backup withholding rules may be allowed as a refund or credit against the holder’s U.S. federal income tax, provided that the required information is furnished to the IRS.

Certain Tax Consequences if Innocoll Ireland and/or Innocoll Germany are Treated as a U.S. Corporation for U.S. Federal Income Tax Purposes

For U.S. federal income tax purposes, a corporation generally is considered a domestic corporation for U.S. federal tax purposes (a “U.S. corporation”) if it is created or organized in the United States or under the law of the United States or of any state thereof or the District of Columbia. Entities treated as U.S.

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corporations are generally subject to U.S. federal income tax on their worldwide income, and U.S. reporting and withholding tax rules may apply to dividends that they pay. Because we were formed and organized under the law of Germany, we would ordinarily not be treated for U.S. federal income tax purposes as a U.S. corporation. Section 7874 of the Code, however, contains special rules that could result in a non-U.S. corporation being taxed as a U.S. corporation for U.S. federal income tax purposes where the corporation, directly or indirectly, re-domiciles from the U.S. to another country. Under Section 7874 of the Code, as a result of our re-domiciling from the U.S. to Germany in 2013 (the “2013 Transaction”), we would be treated as a U.S. corporation for U.S. federal income tax purposes unless our “expanded affiliated group” (“EAG”) is treated as having “substantial business activities” in Germany. While we believe that we satisfied this “substantial business activities” test at the time of the 2013 Transaction (and, thus, should not be treated as a U.S. corporation for U.S. federal income tax purposes), due to the complexity of certain aspects of the law and the very fact-specific nature of the inquiry, there is no assurance that the IRS will not challenge our determination. Further, the IRS has issued recent guidance in Notice 2015-79 that provides that an EAG cannot meet the substantial business activities test with respect to a foreign country unless the foreign acquiring corporation is a tax resident of that foreign country. This new requirement for the substantial business activities test is effective for acquisitions completed on or after November 19, 2015. However, Notice 2015-79 also states that no inference is intended regarding the treatment under current law of any transaction described in Notice 2015-79 and that the IRS may challenge such transactions under applicable Code sections or judicial doctrines. In addition, there have been proposals to expand the scope of U.S. corporate tax residence and there could be prospective or retroactive legislative changes to Section 7874 of the Code that would result in Innocoll Germany and/or Innocoll Ireland being treated as a U.S. corporation.

In addition to the issues discussed above regarding the 2013 Transaction, we have made the determination to re-domicile in 2016 to Ireland. If the Merger is treated as a related transaction to the 2013 Transaction, then Innocoll Germany and/or Innocoll Ireland would be treated as a U.S. corporation as of the 2013 Transaction unless our EAG is treated as having substantial business activities in Ireland. In that case, we would not satisfy the substantial business activities test in Ireland, and thus, we would be treated as a U.S. corporation, even if we would have met the substantial business activities test had we remained a German corporation. Due to the complexity of certain aspects of the law and the very fact-specific nature of the inquiry, there is no assurance that the IRS will not successfully challenge our position that we are a non-U.S. corporation. If Innocoll Germany and/or Innocoll Ireland are treated as U.S. corporations, Innocoll Germany and Innocoll Ireland would be liable for U.S. federal income taxes in addition to German and Irish taxes. In addition, our non-U.S. holders would be subject to U.S. withholding tax (including under the Foreign Account Tax Compliance Act) on the receipt of dividends from Innocoll Ireland.

Certain U.S. Federal Income Tax Consequences to Innocoll Germany and Innocoll Ireland

If we are treated as a U.S. corporation, Innocoll Germany and Innocoll Ireland would be treated as a U.S. Shareholder of the non-U.S. subsidiaries owned by Innocoll Germany prior to the Merger, and Innocoll Ireland, after the Merger, and such subsidiaries would be “controlled foreign corporations”. See the discussion above in “— Controlled Foreign Corporation Rules” that could apply to Innocoll Germany or Innocoll Ireland. Regardless of whether Innocoll Germany or Innocoll Ireland is treated as a U.S. corporation, it is expected that it will continue to be treated as an Ireland tax resident for Irish and German tax purposes, and therefore it could be liable for both Ireland and U.S. taxes, which could have a material adverse effect on its financial condition and results of operations. In addition, any loans made to Innocoll Germany or Innocoll Ireland by a non-U.S. subsidiary corporation of Innocoll Germany or Innocoll Ireland, could result in adverse U.S. federal income tax consequences. Further, any determination by the IRS or a U.S. court that we are a U.S. corporation would apply retroactively, and so we could face substantial U.S. federal income tax, interest, and penalties for taxable years prior to such determination.

Certain U.S. Federal Income Tax Consequences to U.S. Holders

If Innocoll Ireland is treated as a U.S. corporation, then U.S. holders, among other tax consequences, would not be eligible to obtain a U.S. foreign tax credit with respect to any Irish tax withheld from any dividend distributions. This is because dividend distributions from U.S. corporations are treated as U.S. source income for U.S. federal income tax purposes, and therefore such Irish withholding taxes will likely

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not be creditable for U.S. foreign tax credit purposes. Thus, to the extent a U.S. holder receives dividend distributions, such holder could be liable for both Irish and U.S. taxes on the receipt of such dividends without the ability to take a foreign tax credit for the Irish taxes. The interaction of Section 7874 of the Code to certain other U.S. federal income tax provisions is not yet well defined under U.S. federal income tax law. This summary does not discuss all of the U.S. federal income tax considerations that could affect a U.S. holder if Innocoll Ireland is treated as a U.S. corporation for U.S. federal income tax purposes. Each U.S. holder is urged to contact its own tax advisor regarding U.S. federal income tax consequences if Innocoll Ireland is treated as a U.S. corporation.

Certain U.S. Federal Income Tax Consequences to Non-U.S. Holders

If Innocoll Ireland is treated as a U.S. corporation for U.S. federal income tax purposes, the following additional U.S. federal income tax consequences could arise.

Taxation of Distributions on Innocoll Ireland Ordinary Shares.

If distributions are made with respect to Innocoll Ireland ordinary shares, such distributions will be treated as dividends to the extent of Innocoll Ireland’s current and accumulated earnings and profits as determined for U.S. federal income tax purposes and will be subject to withholding as described below. Any portion of a distribution that exceeds Innocoll Ireland’s current and accumulated earnings and profits will be applied first to reduce the non-U.S. holder’s tax basis in Innocoll Ireland’s ordinary shares, and, to the extent such portion exceeds the non-U.S. holder’s basis, the excess will be treated as gain from the disposition of the Innocoll Ireland’s ordinary shares, the tax treatment of which is discussed below under “Subsequent Disposition of Innocoll Ireland ordinary shares.” In addition, special adverse rules may apply if Innocoll Ireland is a U.S. real property holding corporation within the meaning of Section 897(c) of the Code (“USRPHC”). We would not, however, expect to be a USRPHC.

Dividends paid to a non-U.S. holder of Innocoll Ireland’s ordinary shares will generally be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. Special rules could apply if the dividends would be effectively connected with the conduct of a trade or business by the non-U.S. holder within the United States. The interaction of Section 7874 of the Code to certain other U.S. federal income tax provisions is not yet well defined under U.S. federal income tax law. This summary does not discuss all of the U.S. federal income tax considerations that could affect a non-U.S. holder if Innocoll Ireland is treated as a U.S. corporation for U.S. federal tax purposes. Each non-U.S. holder is urged to contact its own tax advisor regarding U.S. federal income tax consequences if Innocoll Ireland is treated as a U.S. corporation.

Subsequent Disposition of Innocoll Ireland Ordinary Shares.

If a non-U.S. holder were to dispose of ordinary shares of Innocoll Ireland, the same U.S. federal income tax considerations that are applicable to non-U.S. holders as described above in “— Subsequent Disposition of Innocoll Ireland Ordinary Shares” shall apply. However, if Innocoll Ireland were treated as a USRPHC within the meaning of Section 897(c) of the Code, in certain cases, U.S. federal income tax could apply. Nonetheless, even if Innocoll Ireland were treated as a U.S. corporation, we do not anticipate that it would be treated as a USRPHC.

Foreign Account Tax Compliance Act.

Under the Foreign Account Tax Compliance Act (“FATCA”), a person who makes a withholdable payment (as defined in Section 1473 of the Code) to a foreign financial institution (“FFI”) or a non-financial foreign entity (“NFFE”) must withhold at a 30% rate unless the FFI or NFFE meets certain requirements or provides certain information to the person making the payment. Withholdable payments generally include fixed or determinable annual or periodical (“FDAP”) payments (such as dividends) from U.S. sources and gross proceeds from the sale or other disposition of any property of a type which can produce U.S.-source interest or dividends (e.g., Innocoll Ireland ordinary shares, if Innocoll Ireland was treated as a U.S. corporation). Thus, if Innocoll Ireland is treated as a U.S. corporation, Innocoll Ireland

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ordinary shares will be subject to the requirements imposed under FATCA. FATCA withholding on U.S.-source FDAP payments generally commenced on July 1, 2014, and FATCA withholding on payments of gross proceeds is generally scheduled to commence on January 1, 2017.

Because we are taking the position that neither Innocoll Germany nor Innocoll Ireland should be treated as a U.S. corporation, we do not believe that we have obligations to report or withhold under FATCA. If FATCA were to apply to Innocoll Ireland as a result of its being treated as a U.S. corporation, however, Innocoll Ireland would have withholding tax obligations, possibly retroactively, for FATCA and regular U.S. withholding tax purposes. In such an event, there can be no assurance that Innocoll Ireland or a paying agent will be able to comply with the relevant requirements, or that it or an intermediary financial institution would not be required to deduct FATCA withholding from payments on Innocoll Ireland ordinary shares.

FATCA is particularly complex and its application is uncertain at this time. The above description is based in part on regulations and official guidance, all of which is subject to change or may be implemented in a materially different form. Investors should consult their tax advisors on how these rules may apply to us or other party and to payment they may receive in connection with Innocoll Ireland ordinary shares.

Irish Tax Considerations

Scope of Discussion

The following is a summary of the material Irish tax consequences to shareholders of the Merger and of ownership and disposition of the Innocoll Ireland ordinary shares. The summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to each shareholder. The summary is based on Irish tax law and the practice of the Irish Revenue Commissioners currently in force in Ireland and on discussions and correspondence with the Irish Revenue Commissioners. Legislative, administrative or judicial changes may modify the tax consequences described below, possibly with retrospective effect.

The summary deals with holders who beneficially own their shares as capital assets. Particular rules not discussed below may apply to certain classes of taxpayers holding shares, such as dealers in securities, trusts, insurance companies, collective investment schemes and individuals who have or may be deemed to have acquired their shares by virtue of an office or employment. The summary does not constitute tax or legal advice and the comments below are of a general nature only. Innocoll shareholders should consult their professional advisers on the Irish tax implications of the Merger and the purchase, holding, redemption or sale of Innocoll Ireland ordinary shares and the tax implications in other relevant jurisdictions.

Innocoll Ireland expects to enter into arrangements with DTC to allow Innocoll Ireland ordinary shares to be settled through the facilities of DTC. As such the summary below deals with shareholders who hold their shares through DTC and shareholders who hold their shares outside of DTC.

Irish Tax on Chargeable Gains

Irish Tax on Chargeable Gains (at the time of the Merger)

The receipt by Innocoll Germany shareholders of Innocoll Ireland ordinary shares as consideration for the cancellation of their Innocoll Germany ordinary shares or ADSs pursuant to the Merger will not give rise to a liability to Irish tax on chargeable gains for persons that are not resident or ordinarily resident in Ireland for Irish tax purposes and do not hold such shares or ADSs in connection with a trade carried on by such holder in Ireland through a branch or agency.

Innocoll Germany shareholders who are resident or ordinarily resident in Ireland for Irish tax purposes, or Innocoll Germany shareholders who hold their shares or ADSs in connection with a trade carried on by such holder in Ireland through a branch or agency, will, subject to the availability of any exemptions and reliefs, generally be within the charge to Irish tax on chargeable gains arising on the cancellation of their Innocoll Germany ordinary shares or ADSs pursuant to the Merger. However on the basis that the Merger is treated as a ‘scheme of reconstruction or amalgamation’ for Irish CGT purposes, being:

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a scheme for the amalgamation of any two or more companies;

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which is effected for bona fide commercial reasons and does not form part of any arrangement or scheme of which the main purpose or one of the main purposes is the avoidance of liability to tax; and

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•

subject to certain other conditions so that the provisions of section 587 of the Taxes Consolidation Act 1997 of Ireland, as amended, apply,

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the cancellation of Innocoll Germany ordinary shares or ADSs and receipt of Innocoll Ireland ordinary shares should not be treated as a disposal of Innocoll Germany ordinary shares or ADSs for Irish CGT purposes. Instead the Innocoll Ireland ordinary shares received should be treated as the same asset as those Innocoll Germany ordinary shares or ADSs which are cancelled and as acquired at the same time and for the same consideration as those Innocoll Germany ordinary shares or ADSs which are cancelled.

The receipt by Innocoll Germany shareholders who are resident or ordinarily resident in Ireland for Irish tax purposes, or who hold their ordinary shares or ADSs in connection with a trade carried on by such holder in Ireland through a branch or agency, of cash in lieu of fractional ordinary shares of Innocoll Ireland will be treated as a part disposal of their Innocoll Germany ordinary shares or ADSs for Irish CGT purposes in respect of the cash consideration received. This may, subject to the availability of any exemptions and reliefs, give rise to a chargeable gain (or allowable loss) for the purposes of Irish CGT in respect of the cash received.

Shareholders of Innocoll Germany who are resident or ordinarily resident in Ireland for Irish tax purposes or who hold their ordinary shares or ADSs in connection with a trade carried on by such holder in Ireland through a branch or agency, and who exercise withdrawal rights and receive the cash compensation should be treated as having made a disposal for Irish CGT purposes and should consult their professional advisers on the Irish tax implications and the tax implications in other relevant jurisdictions including the deductibility of the shareholders’ tax basis in those shares.

Irish Tax on Chargeable Gains (on shares held post-Merger)

The rate of tax on chargeable gains (where applicable) in Ireland is currently 33%. Innocoll Ireland shareholders that are not resident or ordinarily resident in Ireland for Irish tax purposes and do not hold their shares in connection with a trade carried on by such holder in Ireland through a branch or agency will not be liable for Irish tax on chargeable gains realized on a subsequent disposal of their Innocoll Ireland ordinary shares provided at the time of disposal: (i) the Innocoll Ireland ordinary shares are quoted on a recognized stock exchange; or (ii) the Innocoll Ireland ordinary shares do not derive the greater part of their value from land, buildings, minerals, or mineral or exploration rights in Ireland.

Innocoll Ireland shareholders that are resident or ordinarily resident in Ireland for Irish tax purposes or shareholders that hold their shares in connection with a trade carried on by such holder in Ireland through a branch or agency will, subject to the availability of exemptions and reliefs, be within the charge to Irish tax on chargeable gains arising on a subsequent disposal of their Innocoll Ireland ordinary shares.

A holder of Innocoll Ireland ordinary shares who is an individual and who is temporarily non-resident in Ireland may, under Irish anti-avoidance legislation, be liable to Irish tax on any chargeable gain realized on a disposal during the period in which such individual is non-resident.

Withholding Tax on Dividends

Distributions made by Innocoll Ireland will generally be subject to dividend withholding tax (“DWT”) at the standard rate of income tax (currently 20%) unless one of the exemptions described below applies. For DWT purposes, a dividend includes any distribution made by Innocoll Ireland to its shareholders, including cash dividends, non-cash dividends and additional stock or units taken in lieu of a cash dividend. Innocoll Ireland is responsible for withholding DWT at source and forwarding the relevant payment to the Irish Revenue Commissioners.

Certain shareholders (both individual and corporate) are entitled to an exemption from DWT. In particular, a non-Irish resident shareholder is not subject to DWT on dividends received from Innocoll Ireland if the shareholder is beneficially entitled to the dividend and is:

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an individual shareholder resident for tax purposes in a “relevant territory,” and the individual is neither resident nor ordinarily resident in Ireland;

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a corporate shareholder that is controlled, directly or indirectly, by a person or persons resident in a “relevant territory” who is or are (as the case may be) not controlled, directly or indirectly, by a person or persons who is or are not resident in a “relevant territory”;

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•

a corporate shareholder resident for tax purposes in a “relevant territory,” provided that the corporate shareholder is not under the control, whether directly or indirectly, of a person or persons who is or are resident in Ireland;

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a corporate shareholder that is not resident for tax purposes in Ireland and whose principal class of shares (or those of its 75% parent) is substantially and regularly traded on a recognized stock exchange either in a “relevant territory” or on such other stock exchange approved by the Irish Minister for Finance; or

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a corporate shareholder that is not resident for tax purposes in Ireland and is wholly owned, directly or indirectly, by two or more companies where the principal class of shares of each of such companies is substantially and regularly traded on a recognized stock exchange in a “relevant territory” or on such other stock exchange approved by the Irish Minister for Finance,

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and provided that, in all cases noted above but subject to the matters described below, the shareholder has provided the appropriate forms to his or her broker (and the relevant information is further transmitted to Innocoll Ireland’s qualifying intermediary before the record date for the dividend in the case of shares held through DTC), or to Innocoll Ireland’s transfer agent at least seven business days before such record date (in the case of shares held outside of DTC).

Prior to paying any dividend, Innocoll Ireland intends to put in place an agreement with an entity which is recognized by the Irish Revenue Commissioners as a “qualifying intermediary” which satisfies one of the Irish requirements for dividends to be paid free of DWT to certain shareholders who hold their shares through DTC.

Innocoll Ireland will rely on information received directly or indirectly from brokers and its transfer agent in determining where shareholders reside, whether they have provided the required U.S. tax information and whether they have provided the required Irish dividend withholding tax forms, as described below. Shareholders who are required to file Irish forms in order to receive their dividends free of DWT should note that such forms are generally valid until December 31st of the fifth year after the year of issue of the forms and new forms must be filed before the expiration of that period in order to continue to enable them to receive dividends without DWT. Links to the Irish Revenue forms are available at http://www.revenue.ie/en/tax/dwt/forms/index.html.

For a list of  “relevant territories” as defined for the purposes of DWT, see Annex B to this prospectus.

For shareholders that cannot avail themselves of one of Ireland’s domestic law exemptions from DWT, it may be possible for such shareholders to rely on the provisions of a double tax treaty to which Ireland is a party to reduce the rate of DWT.

Shares Held by U.S. Resident Shareholders

Dividends paid on Innocoll Ireland ordinary shares that are owned by residents of the United States and held through DTC will not be subject to DWT provided that the address of the beneficial owner of the shares in the records of the broker is in the United States. Innocoll Ireland strongly recommends that such shareholders ensure that their information has been properly recorded by their brokers (so that such brokers can further transmit the relevant information to Innocoll Ireland’s qualifying intermediary).

Dividends paid on Innocoll Ireland ordinary shares that are owned by residents of the United States and held outside of DTC will not be subject to DWT provided that the shareholder has provided a valid Irish DWT form showing a U.S. address to Innocoll Ireland’s transfer agent at least seven business days before the record date for the first dividend payment to which they are entitled. Innocoll strongly recommends that such shareholders ensure that the appropriate Irish DWT form has been provided to Innocoll Ireland’s transfer agent as soon as possible after acquiring their shares.

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If any shareholder who is resident in the United States receives a dividend subject to DWT, he or she may be able to make an application for a refund from the Irish Revenue Commissioners on the prescribed form, subject to certain time limits.

Shares Held by Residents of  “Relevant Territories” Other than the United States

Shareholders who are residents of  “relevant territories” other than the United States (regardless of when such shareholders acquired their shares) must satisfy the conditions of one of the exemptions referred to above including the requirement to complete the appropriate Irish DWT form in order to receive dividends without DWT.

Shareholders must provide the appropriate Irish DWT form to their brokers (so that such brokers can provide the relevant information to a qualifying intermediary appointed by us) before the record date for the first dividend to which they are entitled (in the case of Innocoll Ireland ordinary shares held through DTC), or to Innocoll Ireland’s transfer agent at least seven business days before such record date (in the case of Innocoll Ireland ordinary shares held outside of DTC). We strongly recommend that such shareholders complete the appropriate Irish DWT form and provide them to their brokers or Innocoll Ireland’s transfer agent, as the case may be, as soon as possible.

If any shareholder who is resident in a “relevant territory” receives a dividend subject to DWT, he or she may be able to make an application for a refund from the Irish Revenue Commissioners on the prescribed form, subject to certain time limits.

Shares Held by Residents of Ireland

Most Irish tax resident or ordinarily resident shareholders will be subject to DWT in respect of dividend payments on their Innocoll Ireland ordinary shares.

Shareholders that are residents of Ireland but are entitled to receive dividends without DWT must complete the appropriate Irish DWT forms and provide them to their brokers (so that such brokers can further transmit the relevant information to Innocoll Ireland’s qualifying intermediary) before the record date for the first dividend to which they are entitled (in the case of shares held through DTC), or to Innocoll Ireland’s transfer agent at least seven business days before such record date (in the case of shares held outside DTC). Shareholders who are resident or ordinarily resident in Ireland or are otherwise subject to Irish tax should consult their own tax advisor.

Shares Held by Other Persons

Innocoll Ireland shareholders who do not reside in “relevant territories” or in Ireland will be subject to DWT, but there are a number of other exemptions that could apply on a case-by-case basis. Dividends paid to such shareholders will be paid subject to DWT unless the relevant shareholder has provided the appropriate Irish DWT form to his or her broker (so that such broker can further transmit the relevant information to Innocoll Ireland’s qualifying intermediary) prior to the record date for the first dividend to which they are entitled (in the case of shares held through DTC), or to Innocoll Ireland’s transfer agent at least seven business days before such record date (in the case of shares held outside DTC). Innocoll Ireland strongly recommends that such shareholders to whom an exemption applies complete the appropriate Irish forms and provide them to their brokers or Innocoll Ireland’s transfer agent, as the case may be, as soon as possible.

If any shareholder who is not a resident of a “relevant territory” or Ireland but is exempt from withholding receives a dividend subject to DWT, he or she may be able to make an application for a refund from the Irish Revenue Commissioners on the prescribed form, subject to certain time limits.

Income Tax on Dividends Paid on Innocoll Ireland Ordinary Shares

A shareholder who is not resident or ordinarily resident in Ireland and who is entitled to an exemption from DWT, generally has no liability to Irish income tax or the universal social charge on a dividend from Innocoll Ireland unless he or she holds their Innocoll Ireland shares through a branch or agency in Ireland through which a trade is carried on.

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A shareholder who is not resident or ordinarily resident for tax purposes in Ireland and who is not entitled to an exemption from DWT, generally has no additional liability to Irish income tax or the universal social charge unless that shareholder holds the shares through a branch or agency which carries on a trade in Ireland. The shareholder’s liability to Irish income tax and the universal social charge is effectively limited to the amount of DWT already deducted by the company.

Irish resident or ordinarily resident shareholders may be subject to Irish tax and (in the case of an individual) the universal social charge and in certain circumstances pay related social insurance on dividends received from Innocoll Ireland. Such shareholders should consult their own tax advisor.

Capital Acquisitions Tax

Irish capital acquisitions tax (“CAT”) comprises principally of gift tax and inheritance tax. CAT could apply to a gift or inheritance of Innocoll Ireland ordinary shares irrespective of the place of residence, ordinary residence or domicile of the deceased or donor of the shares (collectively referred to as the “donor”) or the successor or donee of the shares (collectively referred to as the “donee”). This is because Innocoll Ireland ordinary shares are regarded as property situated in Ireland as the share register of Innocoll must be held in Ireland. The person who receives the gift or inheritance has primary liability for CAT. However there are certain circumstances where another person such as an agent or personal representative may become accountable for the CAT.

CAT is currently levied at a rate of 33% above certain tax-free thresholds. The appropriate tax-free threshold is dependent upon (1) the relationship between the donor and the donee and (2) the aggregation of the values of previous gifts and inheritances received by the donee from persons within the same group threshold. Gifts and inheritances passing between spouses are exempt from CAT. Shareholders should consult their own tax advisor as to whether CAT is creditable or deductible in computing any domestic tax liabilities.

Stamp Duty

The rate of stamp duty (where applicable) on transfers of shares of Irish incorporated companies is 1% of the price paid or the market value of the shares acquired, whichever is greater. Where Irish stamp duty arises it is generally a liability of the transferee.

No stamp duty will be payable on the cancellation of the ordinary shares of Innocoll Germany or the issue of Innocoll Ireland ordinary shares pursuant to the Merger.

Irish stamp duty may, depending on the manner in which the Innocoll Ireland ordinary shares are held, be payable in respect of transfers of Innocoll Ireland ordinary shares.

Innocoll Ireland expects to enter into arrangements with DTC to allow Innocoll Ireland ordinary shares to be settled through the facilities of DTC (including Innocoll Ireland ordinary shares issued upon conversion of the Innocoll Germany ordinary shares underlying ADSs). As such, the summary below deals with shareholders who hold their shares through DTC and shareholders who hold shares outside of DTC.

Shares Held Through DTC

A transfer of Innocoll Ireland ordinary shares effected by means of the transfer of book-entry interests in DTC will not be subject to Irish stamp duty.

Shares Held Outside of DTC or Transferred Into or Out of DTC

A transfer of Innocoll Ireland ordinary shares where any party to the transfer holds such shares outside of DTC may be subject to Irish stamp duty.

Shareholders wishing to transfer their shares into (or out of) DTC may do so without giving rise to Irish stamp duty, provided:

•

there is no change in the ultimate beneficial ownership of such shares as a result of the transfer; and

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•

the transfer into (or out of) DTC is not on a sale or in contemplation of a sale.

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Because of the potential Irish stamp duty on transfers of Innocoll Ireland ordinary shares, we strongly recommend that any person who wishes to acquire Innocoll Ireland ordinary shares after completion of the Merger acquires such shares through DTC.

Innocoll Ireland expects that it may be required to assume the obligation for paying the stamp duty liability with respect to certain transfers of Innocoll Ireland ordinary shares as a result of the arrangements it enters into with DTC. Innocoll Ireland’s constitution as it will be in effect after the Merger provides that, if stamp duty resulting from the transfer of Innocoll Ireland ordinary shares, which would otherwise be payable by the transferee, is paid by Innocoll Ireland or any subsidiary of Innocoll Ireland on behalf of or as agent for the transferee, then in those circumstances, Innocoll Ireland shall on its behalf or on behalf of any such subsidiary, be entitled to (i) seek reimbursement of the stamp duty from the transferor or transferee (at Innocoll Ireland’s or relevant subsidiary’s discretion), (ii) set-off the stamp duty against any dividends payable to the transferor or transferee (at Innocoll Ireland’s or relevant subsidiary’s discretion) and (iii) to claim a first and permanent lien on the shares on which stamp duty has been paid by Innocoll Ireland or any subsidiary for the amount of stamp duty paid. Innocoll Ireland’s lien shall extend to all dividends paid on those shares.

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DESCRIPTION OF THE SHARE CAPITAL OF INNOCOLL IRELAND

The following information is a summary of the material terms of Innocoll Ireland ordinary shares, nominal (i.e. par) value $0.01 per share, as specified in the form of Innocoll Ireland constitution that will be effective as of completion of the Merger.

Pursuant to the Merger Proposal, holders of Innocoll Germany ordinary shares will receive, as consideration, 13.25 ordinary shares of Innocoll Ireland in exchange for each share of Innocoll Germany they hold immediately prior to the Merger. Since Irish law does not recognize fractional shares held of record, Innocoll Ireland will not issue any fractions of Innocoll Ireland ordinary shares to Innocoll Germany shareholders in the transaction. Instead, all entitlements to fractional Innocoll Ireland ordinary shares will be aggregated and sold by the exchange agent, with any sale proceeds being distributed in cash pro rata to the Innocoll Germany shareholders whose fractional entitlements have been sold. After the Merger, you will continue to own an interest in a parent company that will carry on, through its subsidiaries, the same businesses as conducted by Innocoll Germany before the Merger and your relative economic interest in the Innocoll group will remain unchanged. All of the Innocoll Ireland ordinary shares will be issued fully paid and will not be subject to any further calls or assessments by Innocoll Ireland.

The following description of Innocoll Ireland ordinary shares is a summary. This summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the constitution of Innocoll Ireland, which is included as Schedule 1 to Annex A to this prospectus. See also “Comparison of Rights of Shareholders.”

Capital Structure

ISSUED SHARE CAPITAL

Immediately prior to the Merger, the issued share capital of Innocoll Ireland will be €25,000, comprised of 25,000 euro ordinary shares with a par value of  €1.00 per share. The euro ordinary shares will convert into euro deferred shares with a par value of  €1.00 per share on the effective date of the Merger. Based on the number of Innocoll Germany shares that are outstanding as of December 9, 2015, Innocoll Ireland is expected to issue 24,346,782 ordinary shares with a par value of  $0.01 per share to the former shareholders of Innocoll Germany on the completion of the Merger. The number of Innocoll Germany shares that will be actually outstanding at the effective time of the Merger may be increased if Innocoll issues additional ordinary shares or if options to purchase Innocoll ordinary shares are exercised prior to the effective time of the Merger. All shares issued on completion of the Merger will be issued as fully paid up on issuance subject to the receipt by the proposed allottees of an expert’s report on valuation of the non-cash consideration for the ordinary shares as required under the Irish Companies Act.

AUTHORIZED SHARE CAPITAL

The authorized share capital of Innocoll Ireland is currently $10,250,000 and €200,000, divided into 1,000,000,000 ordinary shares with a par value of  $0.01 per share, 100,000 euro ordinary shares with a par value of  €1.00 per share, 100,000 euro deferred shares with a par value of  €1.00 per share and 25,000,000 deferred shares with a par value of  $0.01 per share. The issued share capital includes 25,000 euro ordinary shares with a par value of  €1.00 per share in order to satisfy minimum capital requirements for Irish public limited companies.

On the effective date of the Merger, the euro ordinary shares will convert into euro deferred shares and the authorized share capital will be reduced by €100,000 through the cancellation of 100,000 euro ordinary shares from the authorized share capital. The deferred shares with a par value of  $0.01 per share were created to accommodate the conversion of ordinary shares of Innocoll Ireland held by shareholders that exercise withdrawal rights into deferred shares with a par value of  $0.01 per share, on a one for one basis, upon the receipt of cash compensation. The deferred shares will carry no voting rights or income rights and have only limited rights on a return of capital equal to the par value of those shares. The number of deferred shares available to be issued post-merger will depend on the number of shareholders that exercise withdrawal rights. See “Approval of the Merger Proposal — Shareholder Withdrawal Rights.”

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The board of directors of Innocoll Ireland may issue shares up to the amount of its authorized but unissued share capital contained in its constitution. Based on the number of Innocoll Germany shares that are outstanding as of December 9, 2015, Innocoll Ireland is expected to issue 24,346,782 ordinary shares with a par value of  $0.01 per share to the former shareholders of Innocoll Germany on the completion of the Merger. As a result, upon completion of the Merger, Innocoll Ireland would be able to issue further ordinary shares with a total par value of  $9,756,532, comprised of 975,653,218 ordinary shares with a par value of  $0.01 per share. The number of Innocoll Ireland ordinary shares to be issued in the Merger, upon exercise of options after the Merger and which are to be available for issuance after the Merger are subject to change based upon option exercises and option issuances that occur between December 9, 2015 and the effective time of the Merger.

In connection with the Merger, Innocoll Ireland will also assume Innocoll Germany’s existing obligations to deliver shares under options issued to investors under the 2014 Investor Option Agreement and options issued to management and employees under our equity incentive plans. Based on the number of outstanding such options as of December 9, 2015, Innocoll Ireland would be expected to issue an additional 3,884,635 Innocoll Ireland ordinary shares with a par value of  $0.01 per share if all such options are exercised.

As a matter of Irish company law, the directors of a company may issue new shares without shareholder approval once authorized to do so by the constitution of the company or by an ordinary resolution adopted by the shareholders at a general meeting. An ordinary resolution requires over 50% of the votes of a company’s shareholders cast at a general meeting. The authority conferred can be granted for a maximum period of five years, at which point it will lapse unless renewed by the shareholders of the company by an ordinary resolution. Accordingly, the constitution of Innocoll Ireland authorizes the board of directors of Innocoll Ireland to issue new shares without shareholder approval for a period of five years from the date of adoption of Innocoll Ireland’s constitution.

Notwithstanding this authority, under the Irish Takeover Rules the board of directors would not be permitted to issue any Innocoll Ireland ordinary shares during a period when an offer has been made for Innocoll Ireland or is believed to be imminent unless the issue is (i) approved by shareholders at a general meeting; (ii) consented to by the Irish Takeover Panel on the basis it would not constitute action frustrating the offer; (iii) consented to by the Irish Takeover Panel and approved by the holders of more than 50% of the voting rights in Innocoll Ireland; (iv) consented to by the Irish Takeover Panel in circumstances where a contract for the issue of the shares had been entered into prior to that period; or (v) consented to by the Irish Takeover Panel in circumstances where the issue of the shares was decided by the directors of Innocoll Ireland prior to that period and either action has been taken to implement the issuance (whether in part or in full) prior to such period or the issuance was otherwise in the ordinary course of business.

The authorized but unissued share capital may be increased or reduced by way of an ordinary resolution of Innocoll Ireland’s shareholders. The shares comprising the authorized share capital of Innocoll Ireland may be divided into shares of such par value as the resolution shall prescribe. The rights and restrictions to which the ordinary shares with a par value of  $0.01 per share will be subject will be prescribed in Innocoll Ireland’s constitution.

Irish law does not recognize fractional shares held of record; accordingly, Innocoll Ireland’s constitution does not provide for the issuance of fractional shares of Innocoll Ireland, and the official Irish register of Innocoll Ireland will not reflect any fractional shares.

Dividends

Under Irish law, dividends and distributions may only be made from distributable reserves. Distributable reserves, broadly, means the accumulated realized profits of a company less accumulated realized losses of the company on a standalone basis. In addition, no distribution or dividend may be made unless the net assets of Innocoll Ireland are equal to, or in excess of, the aggregate of Innocoll Ireland’s called up share capital plus undistributable reserves and the distribution does not reduce Innocoll Ireland’s net assets below such aggregate. Undistributable reserves include Innocoll Ireland’s undenominated capital and the amount by which Innocoll Ireland’s accumulated unrealized profits, so far as not previously utilized by any capitalization, exceed Innocoll Ireland’s accumulated unrealized losses, so far as not previously written off in a reduction or reorganization of capital.

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The determination as to whether or not Innocoll Ireland has sufficient distributable reserves to fund a dividend must be made by reference to “relevant entity financial statements” of Innocoll Ireland being either the last set of unconsolidated annual audited financial statements or unaudited financial statements prepared in accordance with the Irish Companies Act, which give a “true and fair view” of Innocoll Ireland’s unconsolidated financial position and accord with accepted accounting practice. The relevant accounts must be filed in the Companies Registration Office (the official public registry for companies in Ireland).

The mechanism as to who declares a dividend and when a dividend shall become payable is governed by the constitution of Innocoll Ireland. Innocoll Ireland’s constitution authorizes the directors to declare such dividends as appear justified from the profits of Innocoll Ireland without the approval of the shareholders at a general meeting. The board of directors may also recommend a dividend to be approved and declared by the shareholders at a general meeting. Although the shareholders may direct that the payment be made by distribution of assets, shares or cash, no dividend issued may exceed the amount recommended by the directors. The dividends can be declared and paid in the form of cash or non-cash assets.

The directors of Innocoll Ireland may deduct from any dividend payable to any member all sums of money (if any) payable by him to Innocoll Ireland in relation to the shares of Innocoll Ireland.

For information about the Irish tax issues relating to dividend payments, see “Material Tax Considerations — Irish Tax Considerations.”

Preemptive Rights and Advance Subscription Rights

Certain statutory pre-emption rights apply automatically in favor of Innocoll Ireland’s shareholders where Innocoll Ireland ordinary shares are to be issued for cash. The statutory pre-emption right can be disapplied in the constitution of a company or by a special resolution passed by the shareholders of the company at a general meeting. A special resolution requires not less than 75% of the votes of Innocoll Ireland’s shareholders cast at a general meeting. Innocoll Ireland has opted out of these pre-emption rights in its constitution as permitted under Irish company law for the maximum five year period. Because Irish law requires that this opt-out will lapse unless renewed every five years by a special resolution of the shareholders, Innocoll Ireland’s constitution provides that this opt-out will lapse at the end of this period. If the opt-out is not renewed, shares issued for cash must be offered to pre-existing shareholders of Innocoll Ireland pro rata to their existing shareholding before the shares can be issued to any new shareholders. The statutory pre-emption rights do not apply where shares are issued for non-cash consideration or in respect of certain employee share plans or generally as bonus shares.

Issuance of Warrants and Options

The constitution of Innocoll Ireland provides that, subject to any shareholder approval requirement under any laws, regulations or the rules of any stock exchange to which Innocoll Ireland is subject, the board is authorized, from time to time, in its discretion, to grant such persons, for such periods and upon such terms as the board deems advisable, options to purchase such number of shares of any class or classes or of any series of any class as the board may deem advisable, and to cause warrants or other appropriate instruments evidencing such options to be issued. The directors may issue share warrants or options without shareholder approval once authorized to do so by the constitution or an ordinary resolution of shareholders. The authority conferred can be for a maximum period of five years, at which point it will lapse unless renewed by the shareholders of the company by ordinary resolution. Because of this requirement of Irish law, the constitution of Innocoll Ireland authorizes the board of directors to issue warrants or options without shareholder approval for a period of five years from the date of adoption of Innocoll Ireland’s constitution. The board may issue shares upon exercise of warrants or options without shareholder approval or authorization provided that the original warrants or options were issued when valid authorization was in place.

Notwithstanding the right of the Innocoll Ireland board to issue options without shareholder approval for a period of five years from the date of adoption of Innocoll Ireland’s constitution, shareholders of Innocoll Germany are being asked to ratify the 2016 Plan.

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As a result of the Merger, Innocoll Ireland will assume, and become the plan sponsor of, each employee benefit and compensation plan, arrangement and agreement that is presently sponsored, maintained or contributed to by Innocoll Germany (including each equity and incentive plan and any outstanding award outstanding thereunder on the date of the Merger).

At the effective time of the Merger and pursuant to the terms of the Merger Proposal, each outstanding option to acquire shares of Innocoll Germany (including the options issued pursuant to the 2014 Investor Option Agreement) and each equity-based award issued by Innocoll Germany that is outstanding immediately prior to the effective time of the Merger will be converted, as applicable, into an option to acquire or an award covering a number of ordinary shares of Innocoll Ireland (rounded down to the nearest whole share) equal to the product obtained by multiplying (x) the number of Innocoll Germany ordinary shares subject to the option or award by (y) 13.25, at an exercise price (rounded up to the nearest whole cent) per Innocoll Ireland ordinary share equal to the quotient obtained by dividing (i) the exercise price per Innocoll Germany ordinary share by (ii) 13.25. In case upon exercise of such converted options or awards Innocoll Ireland would be required to issue fractional shares, Innocoll Ireland is entitled to make a cash payment in the amount of the value of the fractional options, which amount shall be equivalent to the corresponding fraction of Innocoll Ireland’s closing price of the Innocoll Irelands’ shares on NASDAQ Global Market on the day the option or award was exercised. At the effective time of the Merger and pursuant to the terms of the Merger Proposal, each outstanding option to acquire Innocoll Germany ADSs will be converted into an option to acquire one ordinary share of Innocoll Ireland at the same exercise price applicable to the converted option to acquire Innocoll Germany ADSs. Each Innocoll Ireland option or award as so assumed and converted will otherwise continue to have, and will otherwise be subject to, the same terms and conditions as applied to the applicable Innocoll Germany option or award immediately prior to the effective time of the scheme. We anticipate that some or all of the outstanding and previously issued Innocoll Germany options and awards, including the stock options, granted by Innocoll Germany to its own and it subsidiaries’ members of the management board and employees pursuant to a stock option plan, will be reissued under the 2016 Plan after the effective time of the Merger, subject to the consent of the relevant option holder. In the case of the 2014 Investor Option Agreement, subject to the consent of each option holder, the exercise price will be, with an exercise price expressed in U.S. dollars based on the then applicable exchange rate of euros to dollars.

Share Repurchases and Redemptions

Overview

Innocoll Ireland’s constitution provides that any ordinary share which Innocoll Ireland has acquired or agreed to acquire shall be deemed to be a redeemable share. Accordingly, for Irish company law purposes, the repurchase of ordinary shares by Innocoll Ireland will technically be effected as a redemption of those shares as described below under “— Share Repurchases and Redemptions — Repurchases and Redemptions by Innocoll Ireland.” If the constitution of Innocoll Ireland did not deem such shares to be redeemable shares, repurchases by Innocoll Ireland would be subject to additional requirements imposed by Irish law described below under “— Share Repurchases and Redemptions — Purchases by Subsidiaries of Innocoll Ireland,” including the shareholder approval requirements described below and the requirement that any on-market purchases be effected on a “recognized stock exchange.” Except where otherwise noted, when we refer elsewhere in this prospectus to repurchasing or buying back ordinary shares of Innocoll Ireland, we are referring to the redemption of ordinary shares by Innocoll Ireland pursuant to the constitution of Innocoll Ireland or the purchase of ordinary shares of Innocoll Ireland by a subsidiary of Innocoll Ireland, in each case in accordance with the Innocoll Ireland constitution and Irish company law as described below.

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Repurchases and Redemptions By Innocoll Ireland

Under Irish law, a company can issue redeemable shares and redeem them out of distributable reserves (which are described above under “— Dividends”) or the proceeds of a new issue of shares for that purpose. All redeemable shares must also be fully paid and the terms of redemption of the shares must provide for payment on redemption. Redeemable shares may, upon redemption, be cancelled or held in treasury. Shareholder approval will not be required to redeem Innocoll Ireland ordinary shares pursuant to the Innocoll Ireland constitution.

Repurchased and redeemed shares may be cancelled or held as treasury shares. The par value of treasury shares held by Innocoll Ireland at any time must not exceed 10% of the par value of the issued share capital of Innocoll Ireland. While Innocoll Ireland holds shares as treasury shares, it cannot exercise any voting rights in respect of those shares. Treasury shares may be cancelled by Innocoll Ireland or re-issued subject to certain conditions.

Purchases By Innocoll Ireland and Its Subsidiaries

Under Irish law, it may be permissible for an Irish or non-Irish subsidiary to purchase shares of Innocoll Ireland either on-market or off-market subject to having the necessary distributable reserves. A general authority of the shareholders of Innocoll Ireland is required to allow a subsidiary of Innocoll Ireland to make on-market purchases of Innocoll Ireland ordinary shares; however, as long as this general authority has been granted, no specific shareholder authority for a particular on-market purchase by a subsidiary of Innocoll Ireland ordinary shares is required. Such an authority will be adopted by Innocoll Ireland’s shareholder prior to the Merger. In order for a subsidiary of Innocoll Ireland to make an on-market purchase of Innocoll Ireland’s shares, such shares must be purchased on a “recognized stock exchange.” NASDAQ, on which the ordinary shares of Innocoll Ireland will be listed following the Merger, is a recognized stock exchange for this purpose. For an off-market purchase by a subsidiary of Innocoll Ireland, the proposed purchase contract must be authorized by special resolution of the shareholders of Innocoll Ireland before the contract is entered into. The special resolution will not be effective if the person whose shares are to be bought back voted in favor of the special resolution and it would not have been passed had such votes not been cast in favor of the resolution. For at least 21 days prior to the special resolution, the purchase contract must be on display or must be available for inspection by shareholders at the registered office of Innocoll Ireland from the date of the notice convening the relevant shareholder meeting at which the resolution is to be voted on and the date of that shareholder meeting.

The number of shares held by the subsidiaries of Innocoll Ireland at any time will count as treasury shares and will be included in any calculation of the permitted treasury share threshold of 10% of the par value of the issued share capital of Innocoll Ireland. While a subsidiary holds shares of Innocoll Ireland, it cannot exercise any voting rights in respect of those shares. The acquisition of the shares of Innocoll Ireland by a subsidiary must be funded out of distributable reserves of the subsidiary.

Bonus Shares

Under Innocoll Ireland’s constitution, the board may resolve to capitalize any amount for the time being credited to any of Innocoll Ireland’s reserves (including any capital redemption reserve fund or share premium account) or fund available for issuance and distribution to shareholders as fully paid up bonus shares on the same basis of entitlement as would apply in respect of a dividend distribution.

Consolidation and Division; Subdivision

Under its constitution, Innocoll Ireland may by ordinary resolution consolidate and divide all or any of its share capital into shares of larger par value than its existing shares or subdivide its shares into smaller amounts than is fixed by its constitution.

Reduction of Share Capital

The Innocoll Ireland constitution provides that Innocoll Ireland may, by ordinary resolution, reduce its authorized share capital in any way permitted by the Irish Companies Act. Innocoll Ireland also may, by special resolution and subject to confirmation by the Irish High Court, reduce or cancel its issued share capital (which includes undenominated capital) in any way permitted by Irish Companies Act.

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General Meetings of Shareholders

Innocoll Ireland is required to hold annual general meetings at intervals of no more than fifteen months, provided that an annual general meeting is held in each calendar year following the first annual general meeting. The accounts that are presented at the annual general meeting must be made up to a date no more than nine months before the date of the annual general meeting. Any annual general meeting of Innocoll Ireland may be held outside Ireland. Unless all shareholders have consented to the meeting being held outside Ireland, the company must make all necessary arrangements to ensure that members can participate by technological means in the meeting without leaving Ireland. Because of the fifteen-month requirement described in this paragraph, Innocoll Ireland’s constitution includes a provision reflecting this requirement of Irish law.

Extraordinary general meetings of Innocoll Ireland may be convened by (i) the board of directors of Innocoll Ireland (ii) on requisition of the Innocoll Ireland shareholders holding not less than 10% of the paid up share capital of Innocoll Ireland carrying voting rights (iii) on requisition of Innocoll Ireland’s auditors in certain circumstances or (iv) in exceptional cases by court order. Extraordinary general meetings are generally held for the purposes of approving shareholder resolutions of Innocoll Ireland as may be required from time to time.

Notice of a general meeting must be given to all shareholders of Innocoll Ireland, the directors and secretary of Innocoll Ireland and to the auditors of Innocoll Ireland. The minimum notice periods under the Irish Companies Act are 21 clear days’ notice (that is, not including the day the notice is given or the day of the meeting to which the notice relates) in writing for an annual general meeting or an extraordinary general meeting to approve a special resolution and 14 days’ notice in writing for any other extraordinary general meeting. General meetings may be called by shorter notice, but only with the consent of the auditors of Innocoll Ireland and all of the shareholders entitled to attend and vote thereat. Because of the 21-day and 14-day requirements described in this paragraph, Innocoll Ireland’s constitution includes provisions reflecting these requirements of Irish law.

In the case of an extraordinary general meeting convened by shareholders of Innocoll Ireland, the proposed purpose of the meeting must be set out in the requisition notice. The requisition notice can contain any resolution. Upon receipt of this requisition notice, the board of directors has two months to convene a meeting of Innocoll Ireland’s shareholders to vote on the matters set out in the requisition notice. This meeting must be held within two months of the receipt of the requisition notice. If the board of directors does not convene the meeting within such two month period, the requisitioning shareholders, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting, which meeting must be held within three months of the receipt of the requisition notice.

The only matters which must, as a matter of Irish company law, be transacted at an annual general meeting are the presentation of the annual accounts, balance sheet and reports of the directors and auditors, the review by the members of the company’s affairs and the appointment of auditors. If no resolution is made in respect of the reappointment of an auditor at an annual general meeting, the previous auditor will be deemed to have continued in office subject to limited exceptions. Directors are elected or appointed at the annual general meeting or at any extraordinary general meeting called for that purpose. Each director is elected by the affirmative vote of a majority of the votes cast with respect to such director.

At each annual general meeting, directors will be elected for a term of one year. Any nominee for director who does not receive a majority of the votes cast is not elected to the board of directors. Under the constitution of Innocoll Ireland, the board of directors has the authority to appoint directors to the board of directors, either to fill a vacancy or as an additional director. A vacancy on the board of directors created by the removal of a director may be filled by an ordinary resolution of the shareholders and, in the absence of such election or appointment, the remaining directors may fill the vacancy. The board of directors of Innocoll Ireland may fill a vacancy by an affirmative vote of a majority of the directors constituting a quorum. If there is an insufficient number of directors to constitute a quorum, the board of directors may nonetheless act to fill such vacancies or call a general meeting of the shareholders. Under the constitution of Innocoll Ireland, if the board of directors fills a vacancy, the director’s term expires at the same time as the term of the other directors. If there is an appointment to fill a casual vacancy or an addition to the board of directors, the total number of directors shall not at any time exceed the number of directors from time to time fixed by the board of directors in accordance with the constitution.

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If the directors become aware that the net assets of Innocoll Ireland are half or less of the amount of Innocoll Ireland’s called-up share capital, the directors of Innocoll Ireland must convene an extraordinary general meeting of Innocoll Ireland’s shareholders not later than 28 days from the date that they learn of this fact and the meeting must be held not more than 56 days from that date. This meeting must be convened for the purposes of considering whether any, and if so what, measures should be taken to address the situation.

General

Where a poll is demanded at a general meeting, every shareholder shall have one vote for each ordinary share that he or she holds as of the record date for the meeting. Voting rights on a poll may be exercised by shareholders registered in Innocoll Ireland’s share register as of the record date for the meeting or by a duly appointed proxy of such a registered shareholder, which proxy need not be a shareholder. Where interests in shares are held by a nominee trust company this company may exercise the rights of the beneficial holders on their behalf as their proxy. All proxies must be appointed in the manner prescribed by Innocoll Ireland’s constitution. The constitution of Innocoll Ireland permits the appointment of proxies by the shareholders to be notified to Innocoll Ireland electronically, when permitted by the directors.

Innocoll Ireland’s constitution provides that all resolutions shall be decided by a show of hands unless a poll is demanded by the chairman, by at least three shareholders (present in person or by proxy) as of the record date for the meeting or by any shareholder or shareholders holding not less than 10% of the total voting rights of Innocoll Ireland as of the record date for the meeting or any shareholder(s) holding Innocoll Ireland ordinary shares conferring a right to vote on the resolution being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right. Each Innocoll Ireland shareholder of record as of the record date for the meeting has one vote at a general meeting on a show of hands.

Treasury shares will not be entitled to be voted at general meetings of shareholders.

Supermajority Voting

Irish company law requires “special resolutions” of the shareholders at a general meeting to approve certain matters. A special resolution requires not less than 75% of the votes cast of Innocoll Ireland’s shareholders at a general meeting at which a quorum is present. This may be contrasted with “ordinary resolutions,” which require a simple majority of the votes of Innocoll Ireland’s shareholders cast at a general meeting at which a quorum is present. Examples of matters requiring special resolutions include:

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amending the objects of Innocoll Ireland;

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amending the constitution of Innocoll Ireland;

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approving the change of name of Innocoll Ireland;

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authorizing the entering into of a guarantee or provision of security in connection with a loan, quasi-loan or credit transaction to a director or connected person;

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opting out of pre-emption rights on the issuance of new shares;

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re-registration of Innocoll Ireland from a public limited company as a private company;

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variation of class rights attaching to classes of shares;

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purchase of own shares off-market;

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the reduction of share capital;

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resolving that Innocoll Ireland be wound up by the Irish courts;

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resolving in favor of a shareholders’ voluntary winding-up;

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re-designation of shares into different share classes; and

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setting the re-issue price of treasury shares.

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A scheme of arrangement with shareholders requires a court order from the Irish High Court and the approval of: (1) 75% of the voting shareholders by value; and (2) 50% in number of the voting shareholders, at a meeting called to approve the scheme.

Variation of Class Rights Attaching to Shares

Variation of all or any special rights attached to any class of shares of Innocoll Ireland is addressed in the constitution of Innocoll Ireland as well as the Irish Companies Act. Any variation of class rights attaching to the issued shares of Innocoll Ireland must be approved by a special resolution of the shareholders of the class affected.

Quorum for General Meetings

The presence, in person or by proxy, of two or more shareholders (or, if there is only one shareholder of the relevant class or series of shareholders, one shareholder) which entitle the holders to a majority of the voting power of Innocoll Ireland constitutes a quorum for the conduct of business. No business other than the appointment of a chairman may take place at a general meeting of Innocoll Ireland if a quorum is not present at the time the meeting proceeds to business.

Inspection of Books and Records

Under Irish law, shareholders have the right to: (1) receive a copy of the constitution of Innocoll Ireland and any act of the Irish Parliament which alters the constitution; (2) inspect and obtain copies of the minutes of general meetings and resolutions of Innocoll Ireland; (3) inspect and receive a copy of the register of shareholders, register of directors and secretaries, register of directors’ interests and other statutory registers maintained by Innocoll Ireland; (4) receive copies of balance sheets and directors’ and auditors’ reports which have previously been sent to shareholders prior to an annual general meeting; and (5) receive balance sheets of a subsidiary company of Innocoll Ireland which have previously been sent to shareholders prior to an annual general meeting for the preceding ten years. The auditors of Innocoll Ireland will also have the right to inspect all accounting records of Innocoll Ireland. The auditors’ report must be circulated to the shareholders with Innocoll Ireland’s audited financial statements at least 21 days before the annual general meeting and must be read to the shareholders at Innocoll Ireland’s annual general meeting.

Acquisitions and Appraisal Rights

There are a number of mechanisms for acquiring an Irish public limited company, including:

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a court-approved scheme of arrangement under the Irish Companies Act. A scheme of arrangement with shareholders requires a court order from the Irish High Court and the approval of: (1) 75% of the voting shareholders by value; and (2) 50% in number of the voting shareholders, at a meeting called to approve the scheme;

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through a tender offer by a third party for all of the shares of Innocoll Ireland. Where the holders of 80% or more of Innocoll Ireland’s shares have accepted an offer for their Innocoll Ireland ordinary shares, the remaining shareholders may be statutorily required to also transfer their shares. If the bidder does not exercise its “squeeze out” right, then the non-accepting shareholders also have a statutory right to require the bidder to acquire their shares on the same terms. If shares of Innocoll Ireland were listed on the Irish Stock Exchange or another regulated stock exchange in the European Union (“E.U.”), this threshold would be increased to 90%;

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the merger of an Irish public limited company into another company to which the provisions of the Irish Companies Act apply; and

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it is also possible for Innocoll Ireland to be acquired by way of a merger with an EEA-incorporated company under the E.U. Cross-Border Merger Directive 2005/56. Such a merger must be approved by a special resolution.

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Under Irish law, there is no requirement for a company’s shareholders to approve a sale, lease or exchange of all or substantially all of a company’s property and assets. Generally, under Irish law, shareholders of an Irish company do not have statutory appraisal rights. If Innocoll Ireland was to be merged as the transferor company with another EEA company under the Irish European Communities (Cross-Border Mergers) Regulations 2008 or if it was to be merged with another Irish company under the Irish Companies Act, (i) any of our shareholders who voted against the special resolution approving the Merger or (ii) if 90% of our shares are held by the successor company, any other of our shareholders, may be entitled to require that the successor company acquire its shares for cash at a price determined in accordance with the share exchange ratio set out in the transaction.

Disclosure of Interests in Shares

Under the Companies Act, there is a notification requirement for shareholders who acquire or cease to be interested in 3% of the shares of an Irish public limited company. A shareholder of Innocoll Ireland must notify Innocoll Ireland (but not the public at large) if as a result of a transaction the shareholder will be interested in 3% or more of any class of shares of Innocoll Ireland carrying voting rights; or if as a result of a transaction a shareholder who was interested in more than 3% of any class of shares of Innocoll Ireland carrying voting rights ceases to be so interested. Where a shareholder is interested in more than 3% of any class of shares of Innocoll Ireland carrying voting rights, any alteration of his or her interest that brings his or her total holding through the nearest whole percentage number, whether an increase or a reduction, must be notified to Innocoll Ireland (but not the public at large).

The relevant percentage figure is calculated by reference to the aggregate par value of the class of shares in which the shareholder is interested as a proportion of the entire par value of the issued shares of that class. Where the percentage level of the shareholder’s interest does not amount to a whole percentage, this figure may be rounded down to the next whole number. All such disclosures must be notified to Innocoll Ireland within five business days of the transaction or alteration of the shareholder’s interests that gave rise to the requirement to notify.

Where a person fails to comply with the notification requirements described above (other than with respect to a person ceasing to have a notifiable interest in shares), no right or interest of any kind whatsoever in respect of any Innocoll Ireland ordinary shares concerned, held by such person, will be enforceable by such person, whether directly or indirectly, by action or legal proceeding. However, such person may apply to the Irish High Court to have the rights attaching to the shares concerned reinstated.

In addition to the above disclosure requirement, Innocoll Ireland, under the Irish Companies Act, may by notice in writing require a person whom Innocoll Ireland knows or has reasonable cause to believe to be or, at any time during the three years immediately preceding the date on which such notice is issued, to have been interested in shares comprised in Innocoll Ireland’ relevant share capital: (i) to indicate whether or not it is the case, and (ii) where such person holds or has during that time held an interest in any shares so comprised, including particulars of such person’s own past or present interests in such class of shares of Innocoll Ireland. Any information given in response to the notice is required to be given in writing within such reasonable time as may be specified in the notice.

Where such a notice is served by Innocoll Ireland on a person who is or was interested in any shares of Innocoll Ireland carrying voting rights and that person fails to give Innocoll Ireland any information required within the reasonable time specified, Innocoll Ireland may apply to the Irish High Court for an order directing that the affected shares be subject to certain restrictions.

Under the Irish Companies Act, the restrictions that may be placed on the shares by the court are as follows:

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any transfer of those shares, or in the case of unissued shares any transfer of the right to be issued with shares and any issue of shares, is void;

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no voting rights are exercisable in respect of those shares;

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no further shares may be issued in right of those shares or in pursuance of any offer made to the holder of those shares; and

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no payment may be made of any sums due from Innocoll Ireland on those shares, whether in respect of capital or otherwise.

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Where the Innocoll Ireland ordinary shares are subject to these restrictions, the court may direct that the shares will cease to be subject to these restrictions.

Anti-Takeover Provisions

Shareholder Rights Plans and Share Issuances

Irish law does not expressly prohibit companies from issuing share purchase rights or adopting a shareholder rights plan as an anti-takeover measure. However, there is no directly relevant case law on the validity of such plans under Irish law, and shareholder approval may be required under Irish law to implement such a plan. In addition, such a plan would be subject to the Irish Takeover Rules described below.

Irish Competition Law

Under Irish competition legislation, the Irish Competition and Consumer Protection Commission must be notified of a merger or acquisition if the transaction meets certain criteria under the relevant legislation. Failure to properly notify the Irish Competition and Consumer Protection Commission of such merger or acquisition will result in the voiding of the transaction, as well as the potential imposition of fines. A merger or acquisition that does not meet the criteria under the relevant legislation but which may give rise to competition concerns, though not legally required, may be voluntarily reported to the Irish Competition and Consumer Protection Commission in order to seek legal comfort that the merger or acquisition is not anti-competitive.

Irish Takeover Rules and Substantial Acquisition Rules

A transaction by virtue of which a third party is seeking to acquire 30% or more of the voting rights of Innocoll Ireland will be governed by the Irish Takeover Panel Act 1997 and the Irish Takeover Rules made thereunder and will be regulated by the Irish Takeover Panel. The “General Principles” of the Irish Takeover Rules and certain important aspects of the Irish Takeover Rules are described below.

General Principles

The Irish Takeover Rules are built on the following General Principles which will apply to any transaction regulated by the Irish Takeover Panel:

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in the event of an offer, all classes of shareholders of the target company should be afforded equivalent treatment and, if a person acquires control of a company, the other holders of securities must be protected;

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the holders of securities in the target company must have sufficient time to allow them to make an informed decision regarding the offer;

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the board of a company must act in the interests of the company as a whole and must not deny the holders of securities the opportunity to decide on the merits of the offer;

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if the board of the target company advises the holders of securities as regards the offer it must advise on the effects of the implementation of the offer on employment, employment conditions and the locations of the target company’s place of business;

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false markets (i.e., a market based on erroneous, imperfect or unequally disclosed information) in the securities of the target company or any other company concerned by the offer must not be created in such a way that the rise or fall of the price of the securities becomes artificial and the normal functioning of the markets is distorted;

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a bidder can only announce an offer after ensuring that he or she can fulfill in full the consideration offered;

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a target company may not be hindered in the conduct of its affairs longer than is reasonable by an offer for its securities. This is a recognition that an offer will disrupt the day-to-day running of a target company particularly if the offer is hostile and the board of the target company must divert its attention to resist the offer; and

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a “substantial acquisition” of securities (whether such acquisition is to be effected by one transaction or a series of transactions) will only be allowed to take place at an acceptable speed and shall be subject to adequate and timely disclosure.

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Mandatory Offer

Under certain circumstances, a person who acquires Innocoll Ireland ordinary shares may be required under the Irish Takeover Rules to make a mandatory cash offer for the remaining outstanding Innocoll Ireland ordinary shares at a price not less than the highest price paid for the shares by the acquirer or (any parties acting in concert with the acquirer) during the previous 12 months. This mandatory offer requirement is triggered if an acquisition of shares would increase the aggregate holding of an acquirer (including the holdings of any parties acting in concert with the acquirer) to shares representing 30% or more of the voting rights in Innocoll Ireland, unless the Irish Takeover Panel otherwise consents. An acquisition of shares by a person holding (together with its concert parties) shares representing between 30% and 50% of the voting rights in Innocoll Ireland would also trigger the mandatory offer requirement if, after giving effect to the acquisition, the percentage of the voting rights held by that person (together with its concert parties) would increase by 0.05% within a 12-month period. Any person (excluding any parties acting in concert with the holder) holding shares representing more than 50% of the voting rights of a company is not subject to these mandatory offer requirements when purchasing additional securities.

Voluntary Bid; Requirements to Make a Cash Offer and Minimum Price Requirements

A voluntary offer is an offer that is not a mandatory offer. If a bidder or any of its concert parties acquire ordinary shares of Innocoll Ireland within the period of three months prior to the commencement of the offer period, the offer price must be not less than the highest price paid for Innocoll Ireland ordinary shares by the bidder or its concert parties during that period. The Irish Takeover Panel has the power to extend the “look back” period to 12 months if the Irish Takeover Panel, having regard to the General Principles, believes it is appropriate to do so.

If the bidder or any of its concert parties has acquired ordinary shares of Innocoll Ireland (i) during the period of 12 months prior to the commencement of the offer period which represent more than 10% of the total ordinary shares of Innocoll Ireland or (ii) at any time after the commencement of the offer period, the offer shall be in cash (or accompanied by a full cash alternative) and the price per Innocoll Ireland ordinary share shall be not less than the highest price paid by the bidder or its concert parties during, in the case of  (i), the period of 12 months prior to the commencement of the offer period and, in the case of  (ii), the offer period. The Irish Takeover Panel may apply this rule to a bidder who, together with its concert parties, has acquired less than 10% of the total ordinary shares of Innocoll Ireland in the 12-month period prior to the commencement of the offer period if the Panel, having regard to the General Principles, considers it just and proper to do so.

An offer period will generally commence from the date of the first announcement of the offer or proposed offer.

Substantial Acquisition Rules

The Irish Takeover Rules also contain rules governing substantial acquisitions of shares which restrict the speed at which a person may increase his or her holding of shares and rights over shares to an aggregate of between 15% and 30% of the voting rights of Innocoll Ireland. Except in certain circumstances, an acquisition or series of acquisitions of shares or rights over shares representing 10% or more of the voting rights of Innocoll Ireland is prohibited, if such acquisition(s), when aggregated with shares or rights already held, would result in the acquirer holding 15% or more but less than 30% of the voting rights of Innocoll Ireland and such acquisitions are made within a period of seven days. These rules also require accelerated disclosure of acquisitions of shares or rights over shares relating to such holdings.

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Frustrating Action

Under the Irish Takeover Rules, the board of directors of Innocoll Ireland is not permitted to take any action which might frustrate an offer for the shares of Innocoll Ireland once the board of directors has received an approach which may lead to an offer or has reason to believe an offer is imminent except as noted below. Potentially frustrating actions such as (i) the issue of shares, options or convertible securities, (ii) material disposals, (iii) entering into contracts other than in the ordinary course of business or (iv) any action, other than seeking alternative offers, which may result in frustration of an offer, are prohibited during the course of an offer or at any time during which the board has reason to believe an offer is imminent. Exceptions to this prohibition are available where:

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the action is approved by the offeree at a general meeting; or

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with the consent of the Irish Takeover Panel where:

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the Irish Takeover Panel is satisfied the action would not constitute a frustrating action;

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the holders of 50% of the voting rights state in writing that they approve the proposed action and would vote in favor of it at a general meeting;

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in accordance with a contract entered into prior to the announcement of the offer; or

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the decision to take such action was made before the announcement of the offer and either has been at least partially implemented or is in the ordinary course of business.

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For other provisions that could be considered to have an anti-takeover effect, see “— Preemptive Rights and Advance Subscription Rights,” “— Issuance of Warrants and Options” and “— Disclosure of Interests in Shares,” in addition to “— Corporate Governance,” “Comparison of Rights of Shareholders — Election of Directors,” “Comparison of Rights of Shareholders — Board Vacancies,” “Comparison of Rights of Shareholders — Resignation, Removal and Disqualification of Directors,” “Comparison of Rights of Shareholders — Shareholder Action by Written Consent” and “Comparison of Rights of Shareholders — Amendment to Articles of Association/Constitution” below.

Corporate Governance

The constitution of Innocoll Ireland delegates the day-to-day management of Innocoll Ireland to the board of directors. The board of directors may then delegate management of Innocoll Ireland to committees, executives or to a management team, but regardless, the directors will remain responsible, as a matter of Irish law, for the proper management of the affairs of Innocoll Ireland. It is the intention of Innocoll Ireland to replicate the existing committees that are currently in place for Innocoll Germany which include a Compensation Committee, a Nominating and Governance Committee and an Audit Committee.

Following the Merger, our corporate governance guidelines and general approach to corporate governance as reflected in Innocoll Ireland’s constitution and our internal policies and procedures will be guided by U.S. practice and applicable federal securities laws and regulations and NASDAQ requirements. Although Innocoll Ireland is an Irish public limited company, Innocoll Ireland will not be subject to the listing rules of the Irish Stock Exchange and Innocoll Ireland is therefore not subject to, nor will Innocoll Ireland adopt, any other non-statutory Irish governance standards or guidelines. While there are many similarities and overlaps between the U.S. corporate governance standards applied by us and the Irish governance standards or guidelines, there are differences, in particular relating to the extent of the authorization to issue share capital and effect share repurchases that may be granted to the board and the criteria for determining the independence of directors.

Duration; Dissolution; Rights upon Liquidation

Innocoll Ireland’s corporate existence has unlimited duration. Innocoll Ireland may be dissolved at any time by way of either a shareholders’ voluntary winding up or a creditors’ voluntary winding up. In the case of a shareholders’ voluntary winding up, the consent of not less than 75% of the shareholders of Innocoll Ireland is required. Innocoll Ireland may also be dissolved by way of court order on the application of a creditor, or by the Companies Registration Office as an enforcement measure where Innocoll Ireland has failed to file certain returns.

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The rights of the shareholders to a return of Innocoll Ireland’s assets on dissolution or winding up, following the settlement of all claims of creditors, may be prescribed in Innocoll Ireland’s constitution. If the constitution contains no specific provisions in respect of a dissolution or winding up then, subject to the priorities of any creditors, the assets will be distributed to shareholders in proportion to the paid up par value of the shares held. Innocoll Ireland’s constitution provides that the ordinary shareholders of Innocoll Ireland are entitled to participate pro rata in a winding up.

Stock Exchange Listing

It is expected that, immediately following the effective time, the Innocoll Ireland ordinary shares will be listed on NASDAQ under the symbol “INNL,” the same symbol under which Innocoll Germany ADSs are currently listed. We do not plan to be listed on the Irish Stock Exchange at the present time.

Transfer and Registration of Shares

Innocoll Ireland’s share register will be maintained by its transfer agent. Registration in this share register will be determinative of membership in Innocoll Ireland. A shareholder of Innocoll Ireland who holds shares beneficially will not be the holder of record of such shares. Instead, the depository (for example, Cede & Co., as nominee for DTC) or other nominee will be the holder of record of such shares. Accordingly, a transfer of shares from a person who holds such shares beneficially to a person who also holds such shares beneficially through the same depository or other nominee will not be registered in Innocoll Ireland’s official share register, as the depository or other nominee will remain the record holder of such shares.

A written instrument of transfer is required under Irish law in order to register on Innocoll Ireland’s official share register any transfer of shares (i) from a person who holds such shares directly to any other person, (ii) from a person who holds such shares beneficially to a person who holds such shares directly, or (iii) from a person who holds such shares beneficially to another person who holds such shares beneficially where the transfer involves a change in the depository or other nominee that is the record owner of the transferred shares. An instrument of transfer also is required for a shareholder who directly holds shares to transfer those shares into his or her own broker account (or vice versa). Such instruments of transfer may give rise to Irish stamp duty, which must be paid prior to registration of the transfer on Innocoll Ireland’s official Irish share register.

Stamp Duty

The rate of stamp duty (where applicable) on transfers of shares of Irish incorporated companies is 1% of the price paid or the market value of the shares acquired, whichever is greater. Where Irish stamp duty arises it is generally a liability of the transferee.

No stamp duty will be payable on the cancellation of the ordinary shares of Innocoll Germany or the issue of Innocoll Ireland ordinary shares pursuant to the Merger.

Irish stamp duty may, depending on the manner in which the Innocoll Ireland ordinary shares are held, be payable in respect of transfers of Innocoll Ireland ordinary shares.

Shares Held Through DTC

A transfer of Innocoll Ireland ordinary shares effected by means of the transfer of book-entry interests in DTC will not be subject to Irish stamp duty.

Shares Held Outside of DTC or Transferred Into or Out of DTC

A transfer of Innocoll Ireland ordinary shares where any party to the transfer holds such shares outside of DTC may be subject to Irish stamp duty.

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Shareholders wishing to transfer their shares into (or out of) DTC may do so without giving rise to Irish stamp duty, provided:

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there is no change in the ultimate beneficial ownership of such shares as a result of the transfer; and

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the transfer into (or out of) DTC is not on a sale or in contemplation of a sale.

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Because of the potential Irish stamp duty on transfers of Innocoll Ireland ordinary shares, we strongly recommend that any person who wishes to acquire Innocoll Ireland ordinary shares after completion of the Merger acquires such shares through DTC.

Innocoll Ireland expects that it may be required to assume the obligation for paying the stamp duty liability with respect to certain transfers of Innocoll Ireland ordinary shares as a result of the arrangements it enters into with DTC. Innocoll Ireland’s constitution as it will be in effect after the Merger provides that, if stamp duty resulting from the transfer of Innocoll Ireland ordinary shares, which would otherwise be payable by the transferee, is paid by Innocoll Ireland or any subsidiary of Innocoll Ireland on behalf of or as agent for the transferee, then in those circumstances, Innocoll Ireland shall on its behalf or on behalf of any such subsidiary, be entitled to (i) seek reimbursement of the stamp duty from the transferor or transferee (at Innocoll Ireland’s or relevant subsidiary’s discretion), (ii) set-off the stamp duty against any dividends payable to the transferor or transferee (at Innocoll Ireland’s or relevant subsidiary’s discretion) and (iii) to claim a first and permanent lien on the shares on which stamp duty has been paid by Innocoll Ireland or any subsidiary for the amount of stamp duty paid. Innocoll Ireland’s lien shall extend to all dividends paid on those shares.

Innocoll Ireland’s constitution as it will be in effect after the Merger delegate to Innocoll Ireland’s secretary, assistant secretary (or their nominee) the authority to execute an instrument of transfer on behalf of a transferring party. In order to help ensure that the official share register is regularly updated to reflect trading of Innocoll Ireland ordinary shares occurring through normal electronic systems, we intend to regularly produce any required instruments of transfer in connection with any transactions for which we pay stamp duty (subject to the reimbursement and set-off rights described above)1. In the event that we notify one or both of the parties to a share transfer that we believe stamp duty is required to be paid in connection with such transfer and that we will not pay such stamp duty, such parties may either themselves arrange for the execution of the required instrument of transfer (and may request a form of instrument of transfer from Innocoll Ireland for this purpose) or request that Innocoll Ireland execute an instrument of transfer on behalf of the transferring party in a form determined by Innocoll Ireland. In either event, if the parties to the share transfer have the instrument of transfer duly stamped (to the extent required) and then provide it to Innocoll Ireland’s transfer agent, the transferee will be registered as the legal owner of the relevant shares on Innocoll Ireland’s official Irish share register (subject to the matters described below).

The directors of Innocoll Ireland have general discretion to decline to register an instrument of transfer unless the transfer is in respect of one class of share only.

The registration of transfers may be suspended by the directors at such times and for such period, not exceeding in the whole 30 days in each year, as the directors may from time to time determine.

Legal Name; Formation; Fiscal Year; Registered Office

The legal and commercial name of the recently reregistered Irish company is Innocoll Holdings plc, a public limited company. Innocoll Ireland was incorporated in Ireland as a private limited company on May 28, 2014 with company registration number 544604 and reregistered as a public company on December 1, 2015. Innocoll Ireland’s fiscal year ended on October 31, 2015 and Innocoll Ireland’s registered address is 9 Block D, Monksland Business Park, Monksland, Athlone, County Roscommon, Ireland. Innocoll Ireland’s fiscal year will be changed prior to the Merger to begin on January 1 and end on December 31.

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No Sinking Fund

The shares have no sinking fund provisions.

No Liability for Further Calls or Assessments

The Innocoll Ireland ordinary shares to be issued in exchange for Innocoll Germany ordinary shares in the Merger will be duly and validly issued and fully paid.

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COMPARISON OF RIGHTS OF SHAREHOLDERS

Your current rights as a shareholder are governed by German law and Innocoll Germany’s articles of association. After the Merger, your rights will be governed by Irish law and Innocoll Ireland’s constitution.

Many of the principal attributes of Innocoll Germany’s ordinary shares and Innocoll Ireland’s ordinary shares will be similar. However, if the Merger is consummated, your future rights under Irish corporate law as a holder of ordinary shares of Innocoll Ireland will differ from your current rights under German corporate law as a holder of ordinary shares of Innocoll Germany. In addition, Innocoll Ireland’s proposed constitution differs in some respects from Innocoll Germany’s articles of association and organizational regulations. The following discussion is a summary of material changes to your rights resulting from the Merger.

This summary is not complete and does not cover all of the differences between Irish law and German law affecting companies and their shareholders or all the differences between our German articles of association and organizational regulations and Innocoll Ireland’s proposed constitution. We believe this summary is complete and accurate in all material respects. It is, however, subject to the complete text of the relevant provisions of the Irish Companies Act 2014, Innocoll Ireland’s constitution, Innocoll Germany’s articles of association and organizational regulations and the German Stock Corporations Act. We encourage you to read those laws and documents. Innocoll Ireland’s proposed constitution are attached as Schedule 1 to Annex A to this prospectus. For information as to how you can obtain our German articles of association and organizational regulation, see “Where You Can Find More Information.”

In the discussion below, we refer to Innocoll AG as currently constituted under the laws of Germany and its current German articles of association and organizational regulations as “Innocoll Germany” and as proposed to be constituted under Irish law and the proposed Irish constitution as “Innocoll Ireland.”

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PROPOSAL TO RATIFY THE INNOCOLL 2016 OMNIBUS INCENTIVE COMPENSATION PLAN

The 2016 Plan was adopted by Innocoll Ireland and approved by the shareholders of Innocoll Ireland, subject to Innocoll Germany shareholder ratification and consummation of the Merger. The following description of the 2016 Plan is a summary, does not purport to be a complete description of the 2016 Plan and is qualified in its entirety by the full text of the 2016 Plan. If the 2016 Plan is ratified by the Innocoll German shareholders and the Merger is consummated, the 2016 Plan will become effective immediately after the effective time of the Merger. Innocoll Germany shareholders are urged to read the actual text of the 2016 Plan in its entirety, which is set forth in Annex C to this prospectus.

General

The 2016 Plan covers the grant of awards to Innocoll Ireland’s employees (including officers), non-employee consultants and non-employee directors and those of Innocoll Ireland’s affiliates. Under the terms of the 2016 Plan, an aggregate of 2,850,000 ordinary shares will be authorized for delivery in settlement of awards (including incentive stock options).

We expect that the compensation committee of the board of directors will administer the 2016 Plan. The committee may delegate any or all of its administrative authority to our Chief Executive Officer or to a management committee except with respect to awards to executive officers who are subject to Section 16 of the Exchange Act. In addition, the full board of directors must serve as the committee with respect to any awards to our non-employee directors.

The ordinary shares delivered to settle awards made under the 2016 Plan may be authorized and unissued shares or treasury shares. If any shares subject to any award granted under the 2016 Plan (other than a substitute award) is forfeited or otherwise terminated without delivery of such shares, the shares subject to such awards will again be available for issuance under the 2016 Plan. However, any shares that are withheld or applied as payment for shares issued upon exercise of an award or for the withholding or payment of taxes due upon exercise of the award will continue to be treated as having been delivered under the 2016 Plan and will not again be available for grant under the 2016 Plan.

If a dividend or other distribution (whether in cash, ordinary shares or other property), recapitalization, forward or reverse stock split, subdivision, consolidation or reduction of capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving us or repurchase or exchange of our shares or other securities, or other rights to purchase shares of our securities or other similar transaction or event affects our ordinary shares such that the committee determines that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits (or potential benefits) provided to grantees under the 2016 Plan, the committee will make an equitable change or adjustment as it deems appropriate in the number and kind of securities subject to awards (whether or not then outstanding) and the related exercise price relating to an award.

The maximum number of ordinary shares that are subject to awards granted to any individual in a single calendar year may not exceed 400,000 shares. In addition, the maximum value of all awards to be settled in cash or property other than our ordinary shares that may be granted to any individual in a single calendar year may not exceed $2,500,000 million. These limitations apply to the calendar year in which the awards are granted and not the year in which such awards settle.

Types of Awards

The 2016 Plan permits the granting of any or all of the following types of awards to all grantees:

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stock options, including incentive stock options, or ISOs;

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stock appreciation rights, or SARs;

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restricted stock;

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deferred stock and restricted stock units;

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performance units and performance shares;

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dividend equivalents;

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bonus shares;

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other stock-based awards; and

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cash incentive awards.

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Generally, awards under the 2016 Plan are granted for no consideration other than prior and future services. Awards granted under the 2016 Plan may, in the discretion of the committee, be granted alone or in addition to, in tandem with or in substitution for, any other award under the 2016 Plan or other plan of ours; provided, however, that if an SAR is granted in tandem with an ISO, the SAR and ISO must have the same grant date and term and the exercise price of the SAR may not be less than the exercise price of the ISO. The material terms of each award will be set forth in a written award agreement between the grantee and us.

Stock Options and SARs

The committee is authorized to grant SARs and stock options (including ISOs except that an ISO may only be granted to an employee of ours or one of our subsidiary corporations). A stock option allows a grantee to purchase a specified number of our ordinary shares at a predetermined price per share (the “exercise price”) during a fixed period measured from the date of grant. An SAR entitles the grantee to receive the excess of the fair market value of a specified number of shares on the date of exercise over a predetermined exercise price per share. The exercise price of an option or an SAR will be determined by the committee and set forth in the award agreement but the exercise price may not be less than the fair market value of an ordinary share on the grant date. The term of each option or SAR is determined by the committee and set forth in the award agreement, except that the term may not exceed 10 years. Options may be exercised by payment of the purchase price through one or more of the following means: payment in cash (including personal check or wire transfer), or, with the approval of the committee, by delivering ordinary shares previously owned by the grantee, by delivery of ordinary shares acquired upon the exercise of such option or by delivering restricted shares. The committee may also permit a grantee to pay the exercise price of an option through the sale of shares acquired upon exercise of the option through a broker-dealer to whom the grantee has delivered irrevocable instructions to deliver sales proceeds sufficient to pay the purchase price to us.

Restricted Shares

The committee may award restricted shares consisting of ordinary shares which remain subject to a risk of forfeiture and may not be disposed of by grantees until certain restrictions established by the committee lapse. The vesting conditions may be service-based (i.e., requiring continuous service for a specified period) or performance-based (i.e., requiring achievement of certain specified performance objectives) or both. A grantee receiving restricted shares will have all of the rights of a shareholder, including the right to vote the shares and the right to receive any dividends, except as otherwise provided in the award agreement. Upon termination of the grantee’s affiliation with us during the restriction period (or, if applicable, upon the failure to satisfy the specified performance objectives during the restriction period), the restricted shares will be forfeited as provided in the award agreement.

Restricted Stock Units and Deferred Stock

The committee may also grant restricted stock unit awards and/or deferred stock awards. A deferred stock award is the grant of a right to receive a specified number of our ordinary shares at the end of specified deferral periods or upon the occurrence of a specified event, which satisfies the requirements of Section 409A of the Internal Revenue Code. A restricted stock unit award is the grant of a right to receive a specified number of our ordinary shares upon lapse of a specified forfeiture condition (such as completion of a specified period of service or achievement of certain specified performance objectives). If the service condition and/or specified performance objectives are not satisfied during the restriction period, the award will lapse without the issuance of the shares underlying such award.

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Restricted stock units and deferred stock awards carry no voting or other rights associated with stock ownership. The award agreement will provide whether grantees may receive dividend equivalents with respect to restricted stock units or deferred stock, and if so, whether such dividend equivalents are distributed when credited or deemed to be reinvested in additional shares of restricted stock units or deferred stock.

Performance Units

The committee may grant performance units, which entitle a grantee to cash or shares conditioned upon the fulfillment of certain performance conditions and other restrictions as specified by the committee and reflected in the award agreement. The initial value of a performance unit will be determined by the committee at the time of grant. The committee will determine the terms and conditions of such awards, including performance and other restrictions placed on these awards, which will be reflected in the award agreement.

Performance Shares

The committee may grant performance shares, which entitle a grantee to a certain number of ordinary shares, conditioned upon the fulfillment of certain performance conditions and other restrictions as specified by the committee and reflected in the award agreement. The committee will determine the terms and conditions of such awards, including performance and other restrictions placed on these awards, which will be reflected in the award agreement.

Bonus Shares

The committee may grant fully vested ordinary shares as bonus shares on such terms and conditions as specified in the award agreement.

Dividend Equivalents

The committee is authorized to grant dividend equivalents which provide a grantee the right to receive payment equal to the dividends paid on a specified number of our ordinary shares. Dividend equivalents may be paid directly to grantees or may be deferred for later delivery under the 2016 Plan. If deferred such dividend equivalents may be credited with interest or may be deemed to be invested in our ordinary shares or in other property. No dividend equivalents may be granted in conjunction with any grant of stock options or SARs.

Cash Incentive Awards

The committee may grant cash incentive awards to any eligible person in such amounts and upon such terms, including the achievement of specific performance goals during the applicable performance period, as the committee may determine. An eligible person may have more than one cash incentive award outstanding at any time. For instance, the committee may grant an eligible employee one cash incentive award with a calendar year performance period as an annual incentive bonus and a separate cash incentive award with a multi-year performance period as a long-term cash incentive bonus.

The committee shall establish performance goals applicable to each cash incentive award in its discretion and the amount that will be paid to the grantee pursuant to such cash incentive award if the applicable performance goals for the performance period are met. If an eligible person earns the right to receive a payment with respect to a cash incentive award, such payment will be made in cash in accordance with the terms of the award agreement. If the award agreement does not specify a payment date with respect to a cash incentive award, payment of the cash incentive award will be made no later than the 15th day of the third month following the end of the taxable year of the grantee or our fiscal year during which the performance period ends.

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Other Stock-Based Awards

In order to enable us to respond to material developments in the area of taxes and other legislation and regulations and interpretations thereof, and to trends in executive compensation practices, the 2016 Plan authorizes the committee to grant awards that are valued in whole or in part by reference to or otherwise based on our securities. The committee determines the terms and conditions of such awards, including consideration paid for awards granted as share purchase rights and whether awards are paid in shares or cash.

Performance-Based Awards

The committee may require satisfaction of pre-established performance goals, consisting of one or more business criteria and a targeted performance level with respect to such criteria, as a condition of awards being granted or becoming exercisable or payable under the 2016 Plan, or as a condition to accelerating the timing of such events. The committee has the discretion to adjust the determinations of the degree of attainment of the pre-established performance goals.

Awards may be settled in cash, ordinary shares, other awards or other property, in the discretion of the committee.

Change of Control

If there is a merger or consolidation of us with or into another corporation or a sale of substantially all of our ordinary shares (a “Corporate Transaction”), and the outstanding awards are not assumed by surviving company (or its parent company) or replaced with economically equivalent awards granted by the surviving company (or its parent company), the committee will cancel any outstanding awards that are not vested and nonforfeitable as of the consummation of such Corporate Transaction (unless the committee accelerates the vesting of any such awards) and with respect to any vested and nonforfeitable awards, the committee may either (i) allow all grantees to exercise options and SARs within a reasonable period prior to the consummation of the Corporate Transaction and cancel any outstanding options or SARs that remain unexercised upon consummation of the Corporate Transaction, or (ii) cancel any or all of such outstanding awards (including options and SARs) in exchange for a payment (in cash, or in securities or other property) in an amount equal to the amount that the grantee would have received (net of the exercise price with respect to any options or SARs) if the vested awards were settled or distributed or such vested options and SARs were exercised immediately prior to the consummation of the Corporate Transaction. If an exercise price of the option or SAR exceeds the fair market value of our ordinary shares and the option or SAR is not assumed or replaced by the surviving company (or its parent company), such options and SARs will be cancelled without any payment to the grantee.

Amendment to and Termination of the 2016 Plan

The 2016 Plan may be amended, altered, suspended, discontinued or terminated by our board of directors without further shareholder approval, unless such approval of an amendment or alteration is required by law or regulation or under the rules of any stock exchange or automated quotation system on which the ordinary shares are then listed or quoted. Thus, shareholder approval will not necessarily be required for amendments which might increase the cost of the 2016 Plan or broaden eligibility. Shareholder approval will not be deemed to be required under laws or regulations that condition favorable treatment of grantees on such approval, although our board of directors may, in its discretion, seek shareholder approval in any circumstance in which it deems such approval advisable.

In addition, subject to the terms of the 2016 Plan, no amendment or termination of the 2016 Plan may materially and adversely affect the right of a grantee under any award granted under the 2016 Plan.

Unless earlier terminated by our board of directors, the 2016 Plan will terminate when no ordinary shares remain reserved and available for issuance or, if earlier, on the tenth anniversary from the date of adoption.

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U.S. Federal Income Tax Consequences

The grant of an option or SAR will create no tax consequences for the participant or us at the time of the grant. A participant will have no taxable income upon exercise of an incentive stock option except that a participant must recognize income equal to the fair market value of the ordinary shares acquired minus the exercise price for alternative minimum tax purposes. Upon exercise of an option (other than an incentive stock option) or a SAR, a participant generally must recognize ordinary income equal to the fair market value of the ordinary shares acquired minus the exercise or grant price. Upon a disposition of shares acquired by exercise of an incentive stock option on or before the earlier of the second anniversary of the grant of such incentive stock option or the first anniversary of the exercise of such option, the participant generally must recognize ordinary income equal to the lesser of  (1) the fair market value of the shares at the date of exercise minus the exercise price or (2) the amount realized upon the disposition of the incentive stock option shares minus the exercise price. Otherwise, a participant’s disposition of shares acquired upon the exercise of an option (including an incentive stock option for which the incentive stock option holding periods are met) generally will result in only capital gain or loss. Other awards under the 2016 Plan, including restricted stock and restricted stock units will generally result in ordinary income to the participant equal to the cash or the fair market value of the ordinary shares or other property (minus the amount, if any, paid by the participant for shares or other property) at the time such cash, ordinary shares or other property is received by the participant or the time that the risk of forfeiture of such ordinary shares or other property lapses.

We are generally entitled to claim a tax deduction with respect to an award granted under the Plan when the participant recognizes ordinary income with respect to the award in an amount equal to the ordinary income that is recognized by the participant. We are not entitled to claim any tax deduction for any amount recognized by a participant as capital gains.

Section 83(b) of the Code

A participant may elect under Section 83(b) of the Code to be taxed at the time of grant of restricted stock or other restricted property on the fair market value of the ordinary shares or other property at that time rather than to be taxed when the risk of forfeiture lapses on the value of the property at that time, and we would have a deduction available at the same time and in the same amount as the participant recognizes income. If a participant files an election under Section 83(b) of the Code and the participant subsequently forfeits the restricted shares or other restricted property, he or she would not be entitled to any tax deduction, including as a capital loss, for the value of the ordinary shares or property on which he or she previously paid tax. Except as discussed below, we generally will be entitled to a tax deduction at the time and equal to the amount recognized as ordinary income by the participant in connection with an option, stock appreciation right, or other award, but will be entitled to no tax deduction relating to amounts that represent a capital gain to a participant. Thus, we will not be entitled to any tax deduction with respect to an incentive stock option if the participant holds the shares for the incentive stock option holding periods.

Section 162(m) of the Code

Section 162(m) of the Code limits the amount of compensation we may deduct with respect to our Chief Executive Officer and each of the other three highest paid named executive officers (other than a chief financial officer) to $1 million per year. This deduction limit generally applies to companies that have any class of equity securities that is publicly held. This limitation does not apply, however, to performance-based compensation that satisfies certain requirements, including approval of the material terms of the plan by the company’s shareholders. In addition, the deduction limitations imposed under Section 162(m) of the Code do not apply to options, SARs and restricted shares granted prior to the expiration of the transition period (as described below) if such equity awards are granted under a plan that was adopted before any class of the company’s equity securities became publically traded. The transition period ends on the earliest of  (i) the date the plan expires, (ii) the date on which the terms of the plan are materially modified, (iii) the date all of the ordinary shares issuable under the plan have been issued, or (iv) the first meeting of the shareholders of the Corporation at which directors are elected that occurs after the close of the third calendar year following the calendar year in which the initial public offering occurs (or, if the company’s stock becomes publicly held without an initial public offering, the first calendar year

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following the calendar year in which the company’s stock becomes publicly held). Pursuant to this transition relief, compensation attributable to stock options, SARs and restricted shares granted under the 2016 Plan prior to the expiration of the transition period should be exempt from the deduction limitations under Section 162(m) of the Code.

Section 409A of the Code

Some restricted stock units and other awards subject to deferral features may be subject to Section 409A of the Code, which regulates deferral arrangements. In such cases, the timing of the settlement of the award would have to meet certain restrictions in order for the participant not to be subject to accelerated tax and a tax penalty at the time of vesting rather than at the time of settlement. One significant restriction would be a requirement that the timing of the settlement not be controlled by the participant’s exercise of discretion. If the participant is subject to accelerated tax at the time of vesting (instead of the time of settlement), our deduction would also be accelerated. If we grant awards under the 2016 Plan that constitute deferred compensation within the meaning of Section 409A of the Code, such awards will generally be structured to comply with the applicable requirements imposed under Section 409A.

Required Vote; Board Recommendation

While the 2016 Plan is not required to be approved by the Innocoll Germany shareholders under Irish law to be implemented, Innocoll has decided only to implement the 2016 Plan if it is ratified by the affirmative vote of the holders of at least a majority of the shares of Innocoll Germany ordinary shares represented and voting either in person or by proxy at the special meeting.

The vote on this Proposal to approve the 2016 Plan is a vote separate and apart from the vote on the Merger Proposal and approve the Merger. Accordingly, you may vote against this Proposal and vote to adopt the Merger Proposal and approve the Merger. Approval of this Proposal is not a condition to the completion of the Merger and whether or not this Proposal is approved will have no impact on the completion of the Merger. However, if the Merger Proposal is not ratified, or if the Merger is otherwise not completed, then the 2016 Plan will not become effective.

The board recommends that the Innocoll Germany shareholders vote “FOR” the Proposal to ratify the 2016 Plan.

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

Innocoll Germany

The following table sets forth information with respect to the beneficial ownership of ordinary shares as of December 9, 2015 by:

•

members of our supervisory board;

​

•

members of our management board;

​

•

members of our supervisory and management boards as a group;

​

•

each person who is known by us to own beneficially more than 5% of our outstanding ordinary shares as of the date of this annual report.

​

The number of shares beneficially owned by each shareholder is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power, or the economic benefit of ownership of the shares. Applicable percentage ownership is based on 1,837,493 ordinary shares outstanding on December 9, 2015.

In computing the number of shares beneficially owned by a person and the percentage ownership of that person, ordinary shares subject to options, and other rights held by such person that are currently exercisable or will become exercisable within 60 days of the date of this prospectus are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. None of our shareholders has different voting rights from other shareholders. As of the date of this prospectus, there is one holder of record in the United States, which is Citibank, N.A., the depositary for our ADSs.

Unless otherwise indicated, the address of each beneficial owner or selling shareholder listed below is c/o Innocoll AG, Unit 9, Block D, Monksland Business Park, Monksland, Athlone, Co. Roscommon, Ireland. We believe, based on information provided to us, that each of the shareholders listed below has sole voting and investment power with respect to the shares beneficially owned by the shareholder, unless noted otherwise, subject to community property laws where applicable.

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(1)

Consists of 308,337 ordinary shares and 70,125 ordinary shares issuable upon the exercise of options that have vested or will vest within 60 days of the date of this annual report. The individuals listed below, by virtue of their positions in the entities described below, may be deemed to hold voting and investment control over Cam Investment Cayman Holdings L.P. The general partner of Cam Investment Cayman Holdings L.P. is Cam Investment Cayman Holding G.P. Inc. FCOF II Europe UB Securities Limited (“FCOF II Limited”), FTS SIP (Europe) Limited (“FTS SIP Limited”), FCO MA II Europe UB Securities Limited (“MA II Limited”), FCO Europe MA LSS Limited (“LSS Limited”), FGO (Yen) Investments Limited (“FGO Yen Limited”) and FCO Europe MA ML Limited (“MA ML Limited”) collectively hold a 100% interest in Cam Investment Cayman Holdings L.P. and its general partner Cam Investment Cayman Holdings GP Inc. FCOF II UB Securities LLC (“FCOF II UB Securities”) holds a 70% interest in FCOF II Limited. Fortress Credit Opportunities Fund II (A) LP (“FCOF II A”), FCOF II UB Holdings Ltd. (“UB Holdings”) and Fortress Credit Opportunities Fund II (E) LP (“FCOF II E”) collectively hold a 100% interest in FCOF II UB Securities. FCOF II BCD Holdings LLC (“BCD Holdings”) holds a 100% interest in UB Holdings. Fortress Credit Opportunities Fund II (B) LP (“FCOF II B”), Fortress Credit Opportunities Fund II (C) L.P. (“FCOF II C”) and Fortress Credit Opportunities Fund II (D) L.P. (“FCOF II D”) collectively hold a 100% interest in BCD Holdings. FCO Fund II GP LLC (“FCO II GP”) is the general partner of each of FCOF II A, FCOF II B, FCOF II C, FCOF II D and FCOF II E. Fortress Credit Opportunities Advisors LLC (“FCO Advisors”) is the investment advisor of each of FCOF II A, FCOF II B, FCOF II C, FCOF II D and FCOF II E. FTS SIP L.P. (“FTS SIP”) holds a 70% interest in FTS SIP Limited. FCO MA GP LLC (“FCO MA GP”) is the general partner of FTS SIP. Fortress Credit Opportunities MA Advisors LLC (“FCO MA Advisors”) is the investment advisor of FTS SIP. FCO MA II UB Securities LLC (“FCO MA II UB Securities”) holds a 70% interest in MA II Limited. FCO MA II LP (“FCO MA II”) holds a 100% interest in FCO MA II UB Securities. FCO MA II GP LLC (“FCO MA II GP”) is the general partner of FCO MA II. Fortress Credit Opportunities MA II Advisors LLC (“FCO MA II Advisors”) is the investment advisor of FCO MA II. FCO MA LSS LP (“FCO MA LSS”) holds a 70% interest in LSS Limited. FCO MA LSS GP LLC (“FCO MA LSS GP”) is the general partner of FCO MA LSS. FCO MA LSS Advisors LLC (“FCO MA LSS Advisors”) is the investment advisor of FCO MA LSS. Fortress Global Opportunities (Yen) Fund L.P. (“FGO Yen”) holds a 70% interest in FGO Yen Limited. FGO (Yen) GP LLC (“FGO Yen GP”) is the general partner of FGO Yen. Fortress Global Opportunities (Yen) Advisors LLC (“FGO Yen Advisors”) is the investment advisor of FGO Yen. FCO MA Maple Leaf LP (“FCO MAPLE LEAF”) holds a 70% interest in MA ML Limited. FCO MA MAPLE LEAF GP LLC (“FCO MAPLE LEAF GP”) is the general partner of FCO MAPLE LEAF. Fortress Credit Opportunities MA MAPLE LEAF Advisors LLC (“FCO MAPLE LEAF Advisors”) is the investment advisor of FCO MAPLE LEAF. Hybrid GP Holdings LLC (“Hybrid GP Holdings”) holds a 100% interest in each of FCO II GP, FCO MA GP, FCO MA II GP, FCO MA LSS GP, FGO Yen GP and FCO MAPLE LEAF GP. Fortress Operating Entity I LP (“FOE I”) is the sole managing member of Hybrid GP Holdings. FIG LLC (“FIG”) holds a 100%interest in FCO Advisors, FCO MA Advisors, FCO MA II Advisors, FCO MA LSS Advisors, FGO Yen Advisors and FCO MAPLE LEAF Advisors. FOE I is the sole managing member of FIG. FIG Corp. is the general partner of FOE I. FIG Corp. is wholly-owned by Fortress Investment Group, LLC. Although Fortress Investment Group, LLC is a publicly-held company, Peter L. Briger, Jr. and Constantine M. Dakolias, by virtue of their positions as Co-Chief Investment Officers of the Credit Funds at Fortress Investment Group, LLC, may be deemed to be the natural persons that hold voting and investment control over the ordinary shares held of record by Cam Investment Cayman Holdings L.P. Each of Messrs. Briger and Dakolias disclaims beneficial ownership of such ordinary shares. The address of all entities listed above is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

​

(2)

Consists of 254,293 ordinary shares and 60,074 ordinary shares issuable upon the exercise of options that have vested or will vest within 60 days of the date of this annual report. Adam Savarese is a Managing Director of the business unit at Morgan Stanley & Co. LLC that holds the shares in the ordinary course of its business and as such may be deemed to have voting and dispositive power over the shares held by Morgan Stanley & Co. LLC. Adam Savarese disclaims beneficial ownership of these

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shares. Morgan Stanley & Co. LLC, a registered broker-dealer, is a subsidiary of Morgan Stanley, a widely held reporting company under the Exchange Act. The address for Morgan Stanley & Co. LLC is 1585 Broadway, Floor 2, New York, New York 10036.

(3)

Consists of 142,558 ordinary shares, all of which are directly owned by Sofinnova Venture Partners VIII, L.P. (“SVP VIII”), except that Sofinnova Management VIII, L.L.C. (“SM VIII”), the general partner of SVP VIII, may be deemed to have sole voting and dispositive power, and Dr. Michael F. Powell, Dr. James I. Healy, Dr. Anand Mehra and Dr. Srinivas Akkaraju, the managing members of SM VIII, may be deemed to have shared power to vote and dispose of these ordinary shares. The address for SVP VIII is c/o Sofinnova Ventures, Inc., 3000 Sand Hill Road, Bldg 4, Suite 250, Menlo Park, CA 94025.

​

(4)

Mr. Symonds is the chairperson of the supervisory board.

​

(5)

Dr. Banerji is a member of the supervisory board.

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(6)

Mr. Brennan is a member of the supervisory board.

​

(7)

Mr. Culverwell is a member of the supervisory board. Consists 21,250 ordinary shares, 4,320 ordinary shares issuable upon the exercise of options that have vested or will vest within 60 days of the date of this annual report.

​

(8)

Mr. Schmidt is a member of the supervisory board. Consists of 29,176 ordinary shares and 6,461 ordinary shares issuable upon the exercise of options that have vested or will vest within 60 days of the date of this annual report.

​

(9)

Dr. Wiley is a member of the supervisory board.

​

(10)

Mr. Zook is our Chief Executive Officer and the chairperson of the management board. Consists of 38,431 shares and 1,426 shares held by Patricia Zook, Mr. Zook’s wife.

​

(11)

Jose Carmona is a member of the management board.

​

(12)

Mr. Dunn is our Vice President, Finance Director of Europe, and a member of the management board. Consists of 8,715 ordinary shares held beneficially by the Rebecca F. Dunn 2011 Irrevocable Trust, 2,874 ordinary shares issuable upon the exercise of options that have vested or will vest within 60 days of the date of this annual report held by the Rebecca F. Dunn 2011 Irrevocable Trust, of 4,193 ordinary shares held beneficially by the George J. Dunn Trust, 21,047 ordinary shares and 4,672 ordinary shares issuable upon exercise of options that have vested or will vest within 60 days of the date of this annual report. Mr. Dunn is joint trustee and beneficiary of each of the Rebecca F. Dunn 2011 Irrevocable Trust and the George J. Dunn Trust and has a shared power to vote, acquire, hold and dispose of the shares and options held by each trust.

​

(13)

Dr. Myers is a member of our management board and was our Chief Executive Officer until December 2014. Consists of 29,876 ordinary shares and 11,738 ordinary shares issuable upon the exercise of options that have vested or will vest within 60 days of the date of this annual report.

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INFORMATION REGARDING INNOCOLL GERMANY

Overview

Innocoll Germany is a global, commercial stage specialty pharmaceutical company with late stage development programs targeting areas of significant unmet medical need. We utilize our proprietary collagen-based technology platform to develop our biodegradable and fully bioresorbable products and product candidates which can be broken down by the body without the need for surgical removal. Using our proprietary processes at our manufacturing facility, we derive and purify bovine and equine collagen and then utilize our technology platform to incorporate the purified collagen into our topical and implantable products. These products combine proven therapeutics, including small molecules and biologics, with highly customized drug release profiles, localized drug delivery and superior handling properties.

Our lead product candidates are XaraColl® for the treatment of post-operative pain and Cogenzia® for the treatment of diabetic foot infections, or DFIs. We initiated our Phase 3 efficacy trials for Cogenzia in both the United States and Europe in the second quarter of 2015. We also initiated our Phase 3 trials for XaraColl in the third quarter of 2015. We expect that data from those Phase 3 efficacy trials for XaraColl will be available in the first half of 2016 and for Cogenzia in the third quarter of 2016. CollaGUARD, which prevents post-surgical adhesions, has been approved in 12 countries in Asia, the Middle East and Latin America and we expect to commence the pivotal trial required for approval in the United States in the first quarter of 2016. In 2014, we generated €4.5 million of sales from four marketed products: (i) CollaGUARD, which utilizes our CollaFilm® technology, a transparent, bioresorbable collagen film for the prevention of post-operative adhesions in multiple surgical applications, including digestive, colorectal, gynecological and urological surgeries; (ii) Collatamp Gentamicin Surgical Implant, or CollatampG, which utilizes our CollaRx® sponge technology indicated for the treatment or prevention of post-operative infection; (iii) Septocoll®, a bioresorbable, dual-action collagen sponge, indicated for the treatment or prevention of post-operative infection, which we manufacture and supply to Biomet Orthopedics Switzerland GmbH, or Biomet; and (iv) RegenePro, a bioresorbable collagen sponge for dental applications which we manufacture and supply to Biomet 3i. We utilize our proprietary collagen-based technology platform to develop our biodegradable and bioresorbable products and product candidates. We manufacture our products in our own commercial scale facility. We have strategic partnerships in place with large international healthcare companies, such as Takeda, EUSA Pharma and Biomet, which market certain of our approved products in their applicable territory within Asia, Australia, Canada, Europe, Latin America, the Middle East, and the United States. Our corporate headquarters are located in Athlone, Ireland.

Our Product Candidates

XaraColl

Our first lead product candidate, XaraColl, is an implantable, bioresorbable collagen sponge that we designed to provide sustained post-operative pain relief through controlled delivery of bupivacaine at the surgical site. The worldwide post-operative pain market was estimated to be $5.9 billion in 2010. The current standard of care for the treatment of post-operative pain relies heavily on the use of opioids supplemented by other classes of pain medications, the combination of which is known as multi-modal pain therapy. However, 75% of patients receiving standard treatments still report inadequate post-operative pain relief and 79% of patients report adverse events from these medications. Opioid-related adverse events, such as nausea, constipation and respiratory depression, which are potentially severe, may require additional medications or treatments and prolong a patient’s hospital stay, thereby increasing overall treatment costs significantly. Additionally, opioids are highly addictive and induce drug resistance and tolerance. Given the negative side effects and costs associated with opioid use in particular, there is increasing focus from hospitals, payors and regulators on treatments that reduce opioid use in the treatment of post-operative pain.

We designed XaraColl to:

•

provide an initial rapid burst of bupivacaine followed by slower, sustained release that delivers effective analgesia over a 48 to 72 hour period, the crucial timeframe that impacts a patient’s quality and duration of recovery;

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•

provide safe and effective pain relief as part of a multi-modal therapy;

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•

reduce opioid use and related adverse events;

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•

target both the incisional and deep visceral pain components associated with moderate and major surgery;

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•

reduce patient costs, including those associated with length of hospital stay;

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be used in both open and laparoscopic surgery; and

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•

be easily positioned at different layers within the surgical wound.

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XaraColl has been studied in one Phase 1 and four completed Phase 2 clinical trials enrolling approximately 184 patients, including 103 patients in two Phase 2 trials in hernia repair at doses of 100 mg and 200 mg of bupivacaine. Results from both trials demonstrated that XaraColl reduces both pain intensity and opioid consumption with the 200 mg dose resulting in an overall greater combined effect at 48 hours. XaraColl-treated patients in the 100 mg dose trial experienced significantly less pain through 24 hours (44% reduction; p = 0.001), 48 hours (37% reduction; p = 0.012) and 72 hours (34% reduction; p = 0.030). In our subsequent 200 mg dose trial, XaraColl demonstrated a statistically significant reduction in opioid consumption through 24 and 48 hours (44% reduction at 24 hours, p = 0.004, and 36% reduction at 48 hours, p = 0.042), and demonstrated a statistical trend in reduction in pain intensity through 24 hours (p = 0.080). After the revised guidance we received from the FDA in July 2015, we determined that we will rely upon a primary endpoint of summed pain intensity, or SPI, in our two Phase 3 trials. Based on the results of our pivotal pharmacokinetic study in which we tested both a 200 mg and a 300 mg dose compared to standard bupivacaine infiltration, we plan to run both Phase 3 trials in parallel, focusing only on the 300 mg dose. The FDA deemed our single-dose approach acceptable in our recent Type C meeting. Because bupivacaine is believed to work locally by blocking the generation and the conduction of nerve impulses and it is considered dose dependent, we believe a higher dose should increase the local analgesic effect. In September 2015, the first patient was dosed in both our MATRIX-1 (Multisite Assessment of PosToperative PainReduction with XaraColl) and MATRIX-2 Phase 3 studies for the treatment of postoperative pain following open hernia repair with mesh using XaraColl, Innocoll’s surgically implantable and bioresorbable bupivacaine-collagen matrix. Our MATRIX Phase 3 studies are two identical randomized, placebo-controlled, double-blinded studies to investigate the safety and efficacy of XaraColl, with pivotal data anticipated in the first half of 2016. We expect to submit an NDA for XaraColl at the end of the third quarter of 2016. We intend to build commercial capabilities in the U.S. to effectively support our brands, including XaraColl, in the U.S. In Europe, assuming positive data from our MATRIX Phase 3 studies, we plan to work with the European Medicines Agency, or EMA, to finalize our regulatory pathway based on Scientific Advice received from the EMA in late October 2015. We will, however, continue to evaluate the benefits of select partnerships or co-promotion alternatives if we believe it is in the best interest of shareholders, and the success of our brands, now or into the future.

Cogenzia

Our second lead product candidate, Cogenzia, is a topically applied, bioresorbable collagen sponge for the treatment of DFIs. Cogenzia is designed to release a high dose of gentamicin directly at the site of DFIs. There is a significant unmet medical need for more effective treatments of DFIs. Patients suffering from DFIs face a high rate of treatment failure, leading to hospitalization, and potentially limb amputation, which has a five-year mortality rate as high as 80%. Of the approximately 27 million patients globally who suffered a diabetic foot ulcer in 2014, 58%, or approximately 15 million, developed a DFI. DFIs are currently treated with systemic antibiotic therapy. However, peripheral vascular disease, or PVD, a frequent comorbidity of diabetes, leads to reduced blood flow to the extremities thereby rendering systemic antibiotic therapy less effective in this patient population. Published data demonstrates that systemic antibiotics have a treatment failure rate of approximately 30%. Patients with a DFI face hospitalization risk that is more than 55 times higher and risk of amputation more than 150 times higher than diabetic patients with uninfected foot ulcers. The direct cost of an amputation associated with the diabetic foot is estimated to be between $30,000 and $60,000. In addition, major amputation is associated with mortality rates as high as 40% within one year and 80% within five years. We believe Cogenzia, when used in combination with standard systemic antibiotic therapy, addresses this significant unmet need and will provide substantially

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higher infection cure rates than obtained from systemic therapy alone. Cogenzia acts by delivering a high dose of gentamicin directly to the wound site at a concentration that achieves broad eradication of both Gram positive and Gram negative bacteria, including methicillin-resistant Staphylococcus aureus, or MRSA, all of which may be present in DFIs. Delivering gentamicin topically avoids the toxicity side effects associated with systemic dosing and enables the drug to be used in higher concentrations, thus, maximizing its effectiveness across a broader range of bacteria.

Cogenzia has been studied in a multicenter, randomized, placebo-controlled Phase 2 trial involving 56 patients with moderately infected DFIs. Cogenzia, administered in conjunction with systemic antibiotic therapy, achieved a 100% clinical cure rate compared to 70% cure rate for patients who received systemic antibiotic therapy alone, which was a statistically significant difference (p 0.025). In addition, Cogenzia achieved baseline pathogen eradication of 100% of all microbes present at the wound site for all patients treated and a reduced time to pathogen eradication (both statistically significant: p 0.038, and p ≤ 0.001, respectively) when compared to systemic therapy alone. This is a critically important outcome, because, if approved, these results provide practitioners with a comfort level that treatment with Cogenzia results in wounds that not only appear to be free of infection, but actually have achieved complete eradication of the pathogens. Treatment with systemic antibiotic therapy alone frequently results in wounds that appear to have achieved a clinical cure of infection, but still carry residual pathogens, often leading to rapid reinfection. Since a diabetic foot ulcer cannot heal in the presence of pathogens, treatment with Cogenzia has the potential to provide practitioners with a more effective wound healing platform. We have confirmed the regulatory path for Cogenzia with the FDA under an SPA, which we re-affirmed in the fourth quarter of 2014. Our protocols for these trials have also been accepted by the European Medicines Agency, or EMA, under the Scientific Advice procedure. We initiated both our COACT (COgenzia Adjuvant for Complete Therapy) trials in the second quarter of 2015 with pivotal data expected in the third quarter of 2016. We expect to submit an NDA in the fourth quarter of 2016 and we will also seek approval from the EMA for Cogenzia at that time. In June 2015, Cogenzia received Qualified Infectious Disease Product, or QIDP, designation for the adjunctive treatment of moderate and severe diabetic foot infection from the FDA. This designation is a key provision of the Generating Antibiotic Incentives Now Act, or GAIN Act, approved by Congress in 2012 to increase the incentives for drug manufacturers to produce new antibiotics for serious and hard-to-treat bacterial and fungal infections. QIDP designation for a drug adds an additional five years of market exclusivity, which means that the company that brings the drug into commercial use is protected from generic competitors for that period. For Cogenzia, that should result in eight years of data exclusivity in the United States, which would include three years of exclusivity for new clinical investigations that were essential for approval. QIDP designation also provides potential access to priority review of marketing applications and eligibility for fast track and priority review designations by the FDA. We expect to pursue a priority review designation for Cogenzia. A priority review designation means that the FDA’s goal is to take action on an application within 6 months, compared to 10 months under standard review. However, QIDP Designation for Cogenzia does not guarantee priority review designation by the FDA.

We maintain full rights to Cogenzia in the United States and Europe and, upon obtaining marketing approval, intend to commercialize the product in the United States, and potentially in Europe, using our own specialized sales and marketing organization focused on high volume wound treatment centers, primary care physicians and podiatrists. Cogenzia has been approved in Argentina, Australia, Canada, Jordan, Mexico, Russia and Saudi Arabia. We plan to enter into partnerships to market and distribute Cogenzia in countries where we do not intend to establish our own sales force. We have filed five patent applications for Cogenzia in Australia, Canada, Europe, Japan and the United States, all of which are currently in the examination phase. If and when our patents are issued, we expect patent protection for Cogenzia in the United States and Europe to expire at the earliest in 2031.

CollaGUARD

CollaGUARD is our transparent, bioresorbable collagen film for the prevention of post-operative adhesions in multiple surgical applications, including digestive, colorectal, gynecological and urological surgeries. The global market for anti-adhesion products is difficult to accurately measure, but it was estimated at approximately $0.6 billion to $1.3 billion in 2014. We believe that CollaGUARD’s unique combination of features for optimal handling, ease-of-use, hemostatic properties and anti-adhesion performance sets it apart from its competitors. Unlike other competitive products, CollaGUARD can be

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used in both open and laparoscopic procedures. CollaGUARD is highly robust and can withstand suturing or stapling if required during a procedure and is fully biodegradable and is designed to be safely and completely resorbed over approximately three to five weeks post implantation. CollaGUARD is also transparent which allows for constant visibility of the surgical field. In addition, CollaGUARD is highly stable at room temperature and has a four-year shelf life.

CollaGUARD is regulated as a Class III device in the United States and we expect it will require a single pivotal clinical trial to support premarket approval, or PMA, by the FDA. In the fourth quarter of 2014 we commenced a pilot clinical study for CollaGUARD, run in the Netherlands, in patients undergoing intrauterine adhesiolysis via operative hysteroscopy. In the first quarter of 2015, we initiated a second pilot efficacy study in patients undergoing gynecological laparoscopic adhesiolysis. However, we decided to terminate the second pilot efficacy study in favor of a planned pilot efficacy study in patients undergoing myomectomy via open laparotomy to be performed in the U.S. under an Investigational Device Exemption, or IDE. We anticipate that data from these pilot studies will help us to finalize the design of the U.S. pivotal study protocol. We plan to hold a pre-submission meeting with the FDA in the first quarter of 2016 intending to agree on the clinical program that we expect will be required for approval in the United States and afterward we plan to commence a U.S. clinical program. CollaGUARD has been approved in 12 countries in Asia, Latin America and the Middle East and we are preparing for a launch of the product in certain of these territories through our established distribution partners, such as Takeda, which launched and distributed CollaGUARD in Russia in 2014 and received approval in the first quarter of 2015 for the product in Belarus, Ukraine and Kazakhstan.

The initial European CE certificate for CollaGUARD was valid from October 7, 2011 to July 26, 2015. In accordance with normal practice for device recertification, we compiled an updated Design Dossier and submitted this to our European Notified Body (TÜV SÜD, Munich, Germany) in December 2014. As part of our application for recertification, we included an updated literature-based Clinical Evaluation Report and a Post Market Clinical Follow-up (or PMCF) Plan, which rationalized the objectives of our ongoing clinical investigations in accordance with the current 2012 European Guideline for PMCF studies. However, prior to the expiration of the original certificate, the Notified Body requested that we revise our PMCF plan to additionally include a direct clinical comparison of CollaGUARD’s performance and safety compared to another CE-certified adhesion barrier. We do not believe that current European medical device regulations specifically require that our PMCF plan includes such a clinical comparison, and we intend to meet with the Notified Body to seek clarification in resolving this issue. In particular, we will propose an updated PMCF plan to add the new clinical investigations that we anticipate proposing to the FDA for the development of CollaGUARD in the United States. Until a new CE-certificate has been issued, we will not supply CollaGUARD to our marketing partners for sale in Europe or other affected territories.

We submitted a family of patent applications aimed at protecting CollaGUARD on an international basis, including Australia, Canada, Eurasia, Europe, Japan, Mexico, and the United States, which are currently in the examination phase. If issued, these patents are expected to expire at the earliest in 2033 in the United States.

Our current late-stage product candidate pipeline is summarized in the table below:

 

*

Subject to positive pivotal results in U.S. in the first half of 2016.

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**

Approved in Russia, Canada, Saudi Arabia, Jordan, Mexico, Australia, and Argentina; filed for approval in India.

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***

Takeda for Canada, Mexico, Russian Federation, Belarus, Ukraine, Moldova, Kazakhstan, Kyrgyzstan, Tajikistan, Uzbekistan, Turkmenistan, Azerbaijan, Armenia, Georgia and Mongolia; Pioneer for The People’s Republic of China (including Hong Kong, Macau and Taiwan), Vietnam, Cambodia, Malaysia, Singapore, Indonesia, Brunei Darussalam, Laos and Myanmar; and other smaller partners for various territories.

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****

Approved in 12 countries within Asia and emerging markets.

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Innocoll will use code names to refer to its products in development and we expect to seek brand name approval for the names we currently use to refer to our products, which names may change in the future.

Our Collagen Based Technology Platform

All of our products and product candidates are based on our proprietary collagen-based technology platform, which includes CollaRx®, a lyophilized sponge which is the basis of our XaraColl and Cogenzia products, and CollaFilm®, a film cast membrane which is the basis of CollaGUARD. We utilize highly purified, biocompatible, biodegradable and fully bioresorbable type-1 bovine and equine collagen. Type 1 collagen is the primary fibril-forming collagen in bone, dermis, tendons and ligaments and is the most abundant protein in the human body. Our collagen plays an integral role in the repair and replacement of both soft and hard tissue by providing an extracellular scaffold, stimulating certain growth factors and promoting tissue healing. Our proprietary processes and technologies also enable us to finely control the texture, consistency, drug elution dynamics, resorption time and other physical characteristics of the finished product. These characteristics provide us with the ability to tailor our products characteristics to best meet the specific unmet medical need and provide clinically meaningful advantages over competing products. Our technologies have been fully scaled up and in some cases commercialized and our manufacturing processes are well controlled and cost efficient. Our products are manufactured in our own commercial scale facility.

Our Strategy

Our goal is to be a leading, fully integrated, specialty pharmaceutical company focused on the development, commercialization and manufacture of pharmaceutical and medical products based on our proprietary collagen-based technology platform. The key elements of our strategy are to:

•

Develop XaraColl for treatment of post-operative pain.   Based on the topline data received from our pivotal pharmacokinetic study in which we tested both a 200 mg and a 300 mg dose versus standard bupivacaine infiltration, we plan to conduct both our Phase 3 efficacy studies with a 300 mg dose of XaraColl. The FDA agreed with our single-dose approach. We initiated our two Phase 3 efficacy studies in the third quarter of 2015. We anticipate pivotal data from these trials in the first half of 2016.

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Develop Cogenzia for the treatment of DFIs.   We initiated our COACT Phase 3 trials in patients with moderate to severe DFIs in both the United States and Europe in the second quarter of 2015, as agreed to with the FDA under an SPA, the design of which has also been accepted by the EMA, with pivotal data from both trials expected in the third quarter of 2016.

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Develop CollaGUARD for prevention of post-surgical adhesions.   CollaGUARD, already approved in other parts of the world, is regulated by the FDA as a Class III device. In the fourth quarter of 2015, we plan to hold our pre-submission meeting with the FDA intending to agree on the clinical development plan for CollaGUARD which we expect to commence in the first quarter of 2016. We expect that PMA approval, if obtained, will enable promotion of CollaGUARD for surgical application in the United States.

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Enter into and leverage strategic partnerships for the development and commercialization of our products and product candidates.   We intend to build commercial capabilities in the U.S. to effectively support our brands in the U.S. We will, however, continue to evaluate the benefits of select partnerships or co-promotion alternatives if we believe it is in the best interest of

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shareholders, and the success of our brands, now or into the future. We have entered, and intend to enter, into additional strategic partnerships for the development and commercialization of XaraColl and Cogenzia outside of the United States. As with certain of our other marketed products, through our network of strategic partnerships, CollaGUARD is available in several countries around the world. We believe that selectively partnering with healthcare companies who are well positioned to commercialize our products in specific markets will allow us to optimize our ability to obtain a greater return from our portfolio of products and product candidates.

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Establish our own sales and marketing capabilities to commercialize Cogenzia, XaraColl and CollaGUARD in the United States and potentially in Europe.   Upon approval of our portfolio in the United States, we intend to establish our own specialized sales and marketing organization, focused on the commercialization of our products. Once established, our specialized sales force would also market each product for all indications that such product is approved for in the U.S.

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Manufacture all of our products and product candidates, including, XaraColl, Cogenzia and CollaGUARD.   We plan to manufacture exclusively all clinical and commercial global supply of our products and product candidates in our facility in Saal, Germany. This facility is currently approved for the manufacture of all of our approved products in Europe, Canada, Australia, the Middle East and elsewhere outside of the United States. We believe we currently have adequate production capability to support our current production needs and clinical trials for XaraColl and Cogenzia. We also expect the expansion of our production facility by the second half of 2016 to increase capacity significantly in line with our commercial needs. We believe our ability to manufacture our products ourselves allows us to control more effectively the quality and cost of manufacturing, which in turn will enable us to achieve higher operating margins, providing us and our partners with a marketing advantage.

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Corporate History and Information

The legal predecessor of our company, Innocoll Holdings, Inc., was incorporated in Delaware under the name Innocoll, Inc. in December 1997 and renamed Innocoll Holdings, Inc. in May 2004. In July 2013, we re-domiciled Innocoll Holdings, Inc. from the United States to Germany pursuant to a contribution in-kind and share-for-share exchange into the newly formed Innocoll GmbH, a German limited liability company.

Pursuant to a notarial deed entered into between the shareholders of Innocoll Holdings, Inc. and Innocoll GmbH in July 2013, the holders of ordinary shares, preferred shares and warrants to purchase ordinary shares of Innocoll Holdings contributed their shares and warrants by way of a contribution in kind to Innocoll GmbH in exchange for ordinary shares, preferred shares and options to purchase ordinary shares of Innocoll GmbH and as a result thereof, Innocoll Holdings, Inc. became Innocoll GmbH’s wholly-owned subsidiary. Innocoll Holdings, Inc. was subsequently liquidated and its assets consisting of subsidiary companies Innocoll Pharmaceuticals Ltd., Innocoll Technologies Ltd., both Irish companies, and Innocoll, Inc., a Virginia corporation, were distributed to Innocoll GmbH.

Pursuant to a notarial deed entered into on June 16, 2014, all shareholders of Innocoll GmbH agreed to amend and restate its articles of association and cancel and terminate all preference, redemption and cumulative dividend rights of the preferred shares (other than with respect to the series E shares regarding certain anti-dilution rights) in exchange for ordinary shares of Innocoll GmbH. On July 3, 2014, in connection with our initial public offering, Innocoll GmbH transformed into a German stock corporation (Aktiengesellschaft or AG) in accordance with the provisions of the German Reorganization Act (Umwandlungsgesetz), and all shares of Innocoll GmbH became ordinary shares of Innocoll Germany. Innocoll Germany is registered in the commercial register of Regensburg, Germany under the number HRB 14298.

On July 30, 2014, we sold 6,500,000 ADSs representing 490,567 ordinary shares in our initial public offering at a price of  $9.00 per ADS, thereby raising $54.4 million after deducting underwriting discounts and commissions. On August 20, 2014, the underwriters in our initial public offering partially exercised their over-allotment option to purchase an additional 186,984 ADSs, representing 14,112 Ordinary Shares, at a public offering price of   $9.00 per ADS. The sale of the over-allotment option by our ADSs occurred

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on September 12, 2014, at which we raised additional net proceeds of approximately $1.57 million, after deducting underwriting discounts and commissions. The ADSs we sold in the initial public offering represented new shares issued in a capital increase resolved by our shareholders for the purpose of the initial public offering on July 18, 2014. On April 30, 2015, we sold 1,999,690 ADSs to the public in an underwritten offering, representing 150,920 ordinary shares at a price of  $9.00 per ADS, thereby raising $16.9 million after deducting underwriting discounts and commissions. In the same offering certain selling shareholders offered 1,321,979 ADSs, representing 99,772 ordinary shares. We received no proceeds from the shares sold by the selling shareholders.

We are managed and controlled in Ireland and became an Irish tax resident as of January 1, 2014. Our principal executive offices are located at Unit 9, Block D, Monksland Business Park, Monksland, Athlone, Ireland, and our telephone number is +353 (0) 90 648 6834. Our website address is www.innocoll.com. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider information contained on our website to be part of this prospectus or in deciding whether to purchase our ADSs. Our agent for service of process in the United States is Anthony P. Zook, Cottage 9, 3813 West Chester Pike, Newtown Square, PA 19073.

XaraColl®, Cogenzia®, CollaGUARD®, our localized drug delivery technologies trademarked as CollaRx®, CollaFilm®, CollaPress™ and LiquiColl™, the Innocoll logo and other trademarks or service marks of Innocoll appearing in this prospectus are our property. This prospectus contains additional trade names, trademarks and service marks of other companies.

Implications of Being an Emerging Growth Company

As a company with less than $1.0 billion in revenues for our fiscal year ended December 31, 2014, we qualify as an “emerging growth company” as defined in Section 2(a) of the U.S. Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act, or the JOBS Act, which was enacted in April 2012. An emerging growth company may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to:

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not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act;

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being permitted to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations;

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reduced disclosure obligations regarding executive compensation; and

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not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements.

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We may choose to take advantage of some or all of the available exemptions and have taken advantage of some of these exemptions in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold shares. We do not know if some investors will find our shares less attractive as a result of our utilization of these or other exemptions. The result may be a less active trading market for our shares and increased volatility in the price of our shares.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We currently prepare our financial statements in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, which do not have separate provisions for publicly traded and private companies. At or prior to the effective time of the Merger, we intend to elect to voluntarily report our consolidated financial results in U.S. dollars and under U.S. generally accepted accounting principles instead of International Financial Reporting Standards. However, while we are still an emerging growth company, we may be able to take advantage of the benefits of this extended transition period.

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We will remain an emerging growth company until the earliest of   (a) the last day of our fiscal year during which we had total annual gross revenues of at least $1.0 billion; (b) the last day of our fiscal year following the fifth anniversary of the date of the first sale of ADSs in our initial public offering; (c) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least 12 months. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided to emerging growth companies in the JOBS Act.

Risk Factors

Our business is subject to a number of risks you should be aware of before making an investment decision. These risks include the following:

We expect to lose our foreign private issuer status, which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur significant legal, accounting and other expenses.

We are currently a foreign private issuer and, therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable to U.S. domestic issuers. In order to maintain our current status as a foreign private issuer, either (a) a majority of our ordinary shares must be either directly or indirectly owned of record by non-residents of the United States or (b) (i) a majority of our executive officers or directors may not be United States citizens or residents, (ii) more than fifty-percent (50%) of our assets cannot be located in the United States and (iii) our business must be administered principally outside the United States. A foreign private issuer must determine its status on the last business day of its most recently completed second fiscal quarter. We expect to lose our status as a foreign private issuer, effective as of June 30, 2016. If a foreign private issuer no longer satisfies these requirements, it will become subject to U.S. domestic reporting requirements on the first day of its fiscal year immediately succeeding such determination. If we lost this status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We may also be required to make changes in our corporate governance practices in accordance with various SEC and NASDAQ Global Market rules. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the cost we would incur as a foreign private issuer. As a result, we expect that a loss of foreign private issuer status would increase our legal and financial compliance costs and would make some activities highly time consuming and costly. We also expect that if we were required to comply with the rules and regulations applicable to U.S. domestic issuers, it would make it more difficult and expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified members to our board.

If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately report our financial condition, results of operations or cash flows, which may adversely affect investor confidence in us.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls over financial reporting and disclosure controls and procedures. In particular, we will be required, beginning with our fiscal year ending December 31, 2015, under Section 404 of the Sarbanes-Oxley Act, to perform system and process evaluations and testing of our internal controls over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting. We are not yet required to provide an attestation. This assessment will need to include disclosure of any material weaknesses in our internal control over financial reporting identified by our management or our independent registered public accounting firm. A material weakness is a control deficiency, or combination of control deficiencies, in internal control over financial reporting that results in more than a reasonable possibility that a material misstatement of annual or interim financial

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statements will not be prevented or detected on a timely basis. Section 404 of the Sarbanes-Oxley Act also generally requires an attestation from our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. However, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of the exemption permitting us not to comply with the independent registered public accounting firm attestation requirement. At the time when we are no longer an emerging growth company, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating. Our remediation efforts may not enable us to avoid a material weakness in the future.

Our compliance with Section 404 will cause us to incur substantial accounting expenses and expend significant management efforts. We currently do not have an internal audit group, and we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge, and compile the system and process documentation necessary to perform the evaluation needed to comply with Section 404. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal control over financial reporting is effective. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition, results of operations or cash flows. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of the ordinary shares or ADSs could decline, and we could be subject to sanctions or investigations by the NASDAQ Global Market, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

We could be treated as a U.S. corporation for U.S. federal income tax purposes, which could result in adverse U.S. federal income tax consequences to us and investors.

For U.S. federal income tax purposes, a corporation generally is considered a U.S. corporation if it is created or organized in the United States or under the law of the United States or of any state thereof or the District of Columbia. Entities treated as U.S. corporations are generally subject to U.S. federal income tax on their worldwide income, and U.S. reporting and withholding tax rules may apply to dividends that they pay. Because we were formed and organized under the law of Germany, we would ordinarily not be treated for U.S. federal income tax purposes as a U.S. corporation. Section 7874 of the Code, however, contains special rules that could result in a non-U.S. corporation being taxed as a U.S. corporation for U.S. federal income tax purposes where the corporation, directly or indirectly, re-domiciles from the U.S. to another country. Under Section 7874 of the Code, as a result of our re-domiciling from the U.S. to Germany, we would be treated as a U.S. corporation for U.S. federal income tax purposes unless our “expanded affiliated group” is treated as having “substantial business activities” in Germany. While we believe that we satisfied this “substantial business activities” test (and, thus, should not be treated as a U.S. corporation for U.S. federal income tax purposes), due to the complexity of certain aspects of the law and the very fact-specific nature of the inquiry, there is no assurance that the IRS will not challenge our determination. In addition, there have been proposals to expand the scope of U.S. corporate tax residence and there could be prospective or retroactive changes to Section 7874 of the Code that would result in us being treated as a U.S. corporation. If it were determined that we should be treated as a U.S. corporation for U.S. federal tax purposes, we could be liable for substantial U.S. federal taxes. In addition, our investors could be subject to U.S. withholding tax (including under the Foreign Account Tax Compliance Act) on the receipt of dividends from us.

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Risks Related to Our Financial Position and Capital Requirements

We have a history of operating losses and anticipate that we will continue to incur operating losses in the future and may never sustain profitability.

We have incurred operating losses in each year since inception because our research and development and general and administrative expenses exceeded our revenue. Our operating loss for the years ended December 31, 2012, 2013 and 2014 was €5.8 million, €6.9 million and €16.1 million, respectively. As of September 20, 2015, we had an accumulated deficit of  €143.6 million and our current assets exceeded our current liabilities by €30 million.

Our ability to become profitable depends on our ability to develop and commercialize our lead product candidates, XaraColl and Cogenzia. Our lead product candidates, are not yet approved for commercial sale in the United States or Europe and we do not know when, or if, we will generate significant revenues from their sale in the future. Cogenzia has been approved in seven countries outside of the United States and Europe but has not been commercialized yet in any of these countries. Our third late-stage product candidate, CollaGUARD, is approved for commercial sale in 12 countries, but not yet approved for commercial sale in the United States and we do not know when, or if, we will generate significant revenue from its sale in the United States in the future. We do not anticipate generating revenue from sales of XaraColl for at least the next several years and we will never generate revenue from XaraColl if we do not obtain regulatory approval. While we have products approved or commercialized and available for sale in certain markets, including CollatampG, RegenePro and Septocoll, our revenues to date from these products have been limited.

Even if we do generate product sales, we may never achieve or sustain profitability. We anticipate that our operating losses will substantially increase over the next several years as we execute our plan to expand our research, development and commercialization activities, including the clinical development and planned commercialization of our product candidates, and incur the additional costs of operating as a public company. In addition, if we obtain regulatory approval of our product candidates, we may incur significant sales and marketing expenses. Because of the numerous risks and uncertainties associated with developing pharmaceutical products, we are unable to predict the extent of any future losses or when we will become profitable, if ever.

Our existing and any future indebtedness could adversely affect our ability to operate our business.

Innocoll Germany and our wholly-owned subsidiary, Innocoll Pharmaceuticals Limited, or Innocoll Pharmaceuticals, entered into a Finance Contract with the European Investment Bank, or EIB, in March 2015 whereby the EIB has committed to lend to Innocoll Pharmaceuticals up to €25 million. No amounts were outstanding under this EIB loan as of the date of this prospectus, however, we are entitled to draw €15 million of the loan commitment at any time up to June 2016 and an additional €10 million when certain conditions are met. We could in the future incur additional debt obligations beyond our borrowings from the EIB. The EIB loan, our existing loan obligations, together with other similar obligations that we may incur in the future, could have significant adverse consequences, including:

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requiring us to dedicate a portion of our cash resources to the payment of interest and principal, reducing money available to fund working capital, capital expenditures, product development and other general corporate purposes;

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increasing our vulnerability to adverse changes in general economic, industry and market conditions;

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subjecting us to restrictive covenants that may reduce our ability to take certain corporate actions or obtain further debt or equity financing;

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limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we compete; and

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placing us at a competitive disadvantage compared to our competitors that have less debt or better debt servicing options.

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Once we draw on the EIB loan, we may not have sufficient funds, and may be unable to arrange for additional financing, to pay the amounts due under our existing loan obligations. Failure to make payments or comply with other covenants under our existing debt could result in an event of default and acceleration of amounts due. Under our agreement with the EIB the occurrence of an event that would reasonably be expected to have a material adverse effect on our business, operations, assets or condition is an event of default. If an event of default occurs and the lender accelerates the amounts due, we may not be able to make accelerated payments, and the lender could seek to enforce security interests in the collateral securing such indebtedness, such as the shares in and assets of Innocoll Pharmaceuticals Limited, which include substantially all of our assets. In addition, the covenants under our existing debt, and the pledge of our assets as collateral, could limit our ability to obtain additional debt financing.

Risks Related to the Clinical Development and Regulatory Approval of Our Product Candidates

We may not receive a general indication of postoperative analgesia for XaraColl, which would have an adverse effect on our ability to market XaraColl for use in surgical procedures other than those studied in our Phase 3 trials and could adversely affect our business and financial results.

The FDA strictly regulates marketing, labeling, advertising and promotion of prescription drugs. These regulations include standards and restrictions for direct-to-consumer advertising, industry-sponsored scientific and educational activities, promotional activities involving the Internet and off-label promotion. The FDA does not allow drugs to be promoted for “Off-label” uses — that is, uses that are not described in the product’s labeling and that differ from those that were approved by the FDA. In addition to the FDA approval required for new formulations, any new indication for an approved product also requires FDA approval.

If we are not able to obtain FDA approval for any desired future indications for XaraColl outside of open hernioplasty, our ability to effectively market and sell XaraColl may be limited, and our business may be adversely affected.

While physicians in the United States may choose, and are generally permitted to prescribe drugs for uses that are not described in the product’s labeling, and for uses that differ from those tested in clinical studies and approved by the regulatory authorities, our ability to promote our products is narrowly limited to those indications that are specifically approved by the FDA. “Off-label” uses are common across medical specialties and may constitute an appropriate treatment for some patients in varied circumstances. Regulatory authorities in the United States generally do not regulate the behavior of physicians in their choice of treatments. Regulatory authorities do, however, restrict communications by pharmaceutical companies on the subject of off-label use. Although recent court decisions suggest that certain off-label promotional activities may be protected under the First Amendment, the scope of any such protection is unclear. Moreover, while we intend to promote our products consistent with what we believe to be the approved indication for our drugs, the FDA may disagree. If the FDA determines that our promotional activities fail to comply with the FDA’s regulations or guidelines, we may be subject to warnings from, or enforcement action by, these authorities. In addition, our failure to follow FDA rules and guidelines relating to promotion and advertising may cause the FDA to issue warning letters or untitled letters, bring an enforcement action against us, suspend or withdraw an approved product from the market, require a recall or institute fines or civil fines, or could result in disgorgement of money, operating restrictions, injunctions or criminal prosecution, any of which could harm our reputation and our business.

The results of clinical trials may not support our product candidate claims. Certain of our completed Phase 2 clinical trials failed to meet their primary endpoints and involved small patient populations.

Even if our clinical trials are completed as planned, we cannot be certain that the results will support our product candidate claims or that the FDA or government authorities in other countries will agree with our conclusions regarding such results. Success in preclinical testing and early clinical trials does not ensure that later clinical trials will be successful, and the results of later clinical trials often do not replicate the results of prior clinical trials and preclinical testing.

In addition, we were unable to achieve certain primary efficacy endpoints in connection with the Phase 2 clinical studies for our two lead product candidates, XaraColl and Cogenzia. For example, in our two Phase 2 trials for XaraColl, which enrolled 53 and 50 patients, respectively, our primary endpoints were

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reduction of pain, based on patients’ SPI scores and the total consumption of opioid analgesia, respectively. Over the first 24 hours post operation, XaraColl-treated patients experienced significantly less pain in study 1 with a XaraColl dose of 100 mg (44% reduction; p = 0.001) but showed merely a trend towards significance for pain reduction in study 2 with a XaraColl dose of 200 mg (22% reduction; p = 0.080). Following a change in guidance we received from the FDA in July 2015, we plan to discontinue the use of integrated endpoints in our Phase 3 trials for XaraColl employing a statistical analysis known as the Silverman, and instead chose SPI as our primary endpoint for both XaraColl trials. In addition, we plan to conduct both our Phase 3 trials using a 300 mg dose of XaraColl, a dose that was not tested in our Phase 2 trials. Since bupivacaine is believed to work locally by blocking the generation and the conduction of nerve impulses and it is considered dose dependent, we believe a higher dose should increase the local analgesic effect, even though this dose-related response is not initially supported by the results of our Phase 2 trials, which involved small patient populations. We may fail to reach these endpoints and demonstrate efficacy for XaraColl.

In our Phase 2 trial for Cogenzia involving 56 patients, Cogenzia (50 mg) was applied daily for up to four weeks in combination with systemic antibiotic therapy for the treatment of moderately-infected diabetic foot ulcers with the control group receiving systemic therapy alone. The primary efficacy endpoint was the percentage of patients with a clinical outcome of    “clinical cure” on a study visit on day 7 of treatment. Efficacy versus the control group was not achieved. However, based on the modified intent-to-treat population, 100% of the patients who received Cogenzia and who completed the trial achieved a clinical cure two weeks after completion of treatment (test-of-cure date), compared to just 70% of patients who received systemic antibiotic therapy alone, which was a statistically significant difference (p = 0.024). Although we have selected a clinical cure measured 10 – 14 days after the last dose of treatment has been administered as our primary endpoint for our COACT Phase 3 trials for Cogenzia, we may fail to reach these endpoints and demonstrate efficacy for Cogenzia.

In addition, our completed clinical trials involved a small patient population. Because of the small sample size, the results of these clinical trials may not be indicative of future results in a larger and more diverse patient population. The clinical trial process may fail to demonstrate that our product candidates are safe for humans and effective for indicated uses. This failure could cause us to abandon a product candidate and may delay development of other product candidates. Any delay in, or termination of, our clinical trials will delay the filing of our NDAs with the FDA and, ultimately, our ability to commercialize our product candidates and generate product revenues.

Our business depends substantially on the success of certain of our lead product candidates, XaraColl and Cogenzia, which are still in development. If we are unable to successfully develop and subsequently commercialize XaraColl and Cogenzia, or experience significant delays in doing so, our business will be materially harmed.

We have invested a significant portion of our efforts and financial resources in the development of XaraColl and Cogenzia, our two lead product candidates, which have not yet been approved for commercial sale in the United States or in Europe. There remains a significant risk that we will fail to successfully develop either XaraColl or Cogenzia, or both. We initiated our Phase 3 efficacy trials for Cogenzia in the second quarter of 2015. We recently received topline data from our pivotal pharmacokinetic study in which we tested both a 200 mg and a 300 mg dose versus standard bupivacaine infiltration and commenced our Phase 3 efficacy trials for XaraColl in the third quarter of 2015. We do not expect to have final pivotal data from our XaraColl Phase 3 trials and from our Cogenzia Phase 3 trials available until the first half of and the third quarter of 2016, respectively. Even if we ultimately obtain statistically significant, positive results from our Phase 3 clinical trials, we do not expect to submit applications for marketing approval for XaraColl and Cogenzia until 2016. The success of our product candidates will depend on several factors, including:

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successful completion of clinical trials;

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receipt of regulatory approvals from applicable regulatory authorities;

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maintaining regulatory compliance for our manufacturing facility;

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manufacturing sufficient quantities in acceptable quality;

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achieving meaningful commercial sales of our product candidates, if and when approved;

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obtaining reimbursement from third-party payors for product candidates, if and when approved;

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sourcing sufficient quantities of raw materials used to manufacture our products;

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successfully competing with other products;

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continued acceptable safety and effectiveness profiles for our product candidates following regulatory approval, if and when received;

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obtaining and maintaining patent and trade secret protection and regulatory exclusivity; and

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protecting our intellectual property rights.

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If we do not achieve one or more of these factors in a timely manner, or at all, we could experience significant delays or an inability to successfully commercialize our product candidates, which would materially harm our business and we may not be able to earn sufficient revenues and cash flows to continue our operations.

Our ability to generate future revenues depends heavily on our success in:

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developing and securing U.S. and/or foreign regulatory approvals for our product candidates;

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manufacturing commercial quantities of our product candidates at acceptable costs;

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commercializing our product candidates, assuming we receive regulatory approval;

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achieving broad market acceptance of our product candidates in the medical community and with third-party payors and patients; and

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pursuing clinical development of our product candidates for additional indications.

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Risks Related to Our Business and Strategy

If we fail to manufacture XaraColl, Cogenzia, CollaGUARD or our other marketed products and product candidates in sufficient quantities and at acceptable quality and cost levels, or to fully comply with current cGMP or other applicable manufacturing regulations, we may face a bar to, or delays in, the commercialization of our products, breach obligations to our licensing partners or be unable to meet market demand, and lose potential revenues.

The manufacture of our products based on our collagen-based technology platform, including XaraColl and Cogenzia, requires significant expertise and capital investment. Currently, we are manufacturing all commercial and clinical supply for all of our marketed products and product candidates in our sole facility in Saal, Germany without the benefit of any redundant or backup facilities. We need to spend substantial amounts to significantly expand our manufacturing infrastructure in order to satisfy any increases in future demand. Also, substantially all of our inventory of raw material and finished goods is held at this location. We take precautions to safeguard our facility, including acquiring insurance, employing back-up generators, adopting health and safety protocols and utilizing off-site storage of computer data. However, vandalism, terrorism or a natural or other disaster, such as a fire or flood, could damage or destroy our manufacturing equipment or our inventory of raw material or finished goods, cause substantial delays in our operations, result in the loss of key information, and cause us to incur additional expenses. Our insurance may not cover our losses in any particular case. In addition, regardless of the level of insurance coverage, damage to our facilities may have a material adverse effect on our business, financial condition and operating results. In addition, our competitors have substantially greater financial, technical and other resources, such as a larger staff and experienced manufacturing organizations.

We must comply with federal, state and foreign regulations, including FDA regulations governing cGMP enforced by the FDA through its facilities inspection program and by similar regulatory authorities in other jurisdictions where we do business. These requirements include, among other things, quality control, quality assurance and the maintenance of records and documentation. For our medical device

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products, we are required to comply with the FDA’s Quality System Regulation, or QSR, which covers the methods and documentation of the design, testing, production, control, quality assurance, labeling, packaging, sterilization, storage and shipping of our medical device products.

Our facility has not yet been inspected by the FDA for cGMP compliance. If we do not successfully achieve cGMP compliance for our facility in a timely manner, commercialization of our products could be prohibited or significantly delayed. Even after cGMP compliance has been achieved, the FDA or similar foreign regulatory authorities at any time may implement new standards, or change their interpretation and enforcement of existing standards for manufacture, packaging, testing of or other activities related to our products. For our marketed medical device products, the FDA audits compliance with the QSR through periodic announced and unannounced inspections of manufacturing and other facilities. The FDA may conduct inspections or audits at any time. Similar audit rights exist in Europe and other foreign jurisdictions. Any failure to comply with applicable cGMP, QSR and other regulations may result in fines and civil penalties, suspension of production, product seizure or recall, imposition of a consent decree, or withdrawal of product approval, and would limit the availability of our product. Any manufacturing defect or error discovered after products have been produced and distributed also could result in significant consequences, including adverse health consequences, injury or death to patients, costly recall procedures, re-stocking costs, damage to our reputation and potential for product liability claims. If we are required to find a new manufacturer or supplier, the process would likely require prior FDA and/or equivalent foreign regulatory authority approval, and would be very time consuming. An inability to continue manufacturing adequate supplies of our products at our facility in Saal, Germany, could result in a disruption in the supply of our products. We have licensed the commercial rights in specified foreign territories to market and sell our products. Under those licenses, we have obligations to manufacture commercial product for our commercial partners. If we are unable to fill the orders placed with us by our commercial partners in a timely manner, we may potentially lose revenue and be in breach of our licensing obligations under agreements with them.

We have engaged in only limited sales of our products to date, 80% of which are to one customer for the year ended December 31, 2014.

While we are a global, commercial-stage, specialty pharmaceutical company, with late-stage development programs targeting areas of significant unmet medical needs, we have engaged in only limited sales of our products to date with approximately 80% of our sales being generated by one customer in the year ended December 31, 2014. Our products may never gain significant acceptance in the marketplace and, therefore, never generate substantial revenue or profits for the company. We must establish a market for our products and build that market through marketing campaigns to increase awareness of, and consumer confidence in, our products. If we are unable to expand our current customer base and obtain market acceptance of our products, our operations could be disrupted and our business may be materially adversely affected. Even if we achieve profitability, we may not be able to sustain or increase profitability.

We are highly dependent on our key personnel, and if we are not successful in attracting and retaining highly qualified personnel, we may be unable to successfully implement our business strategy.

Our ability to compete in the highly competitive pharmaceuticals industry depends upon our ability to attract and retain highly qualified managerial, scientific and medical personnel. We are highly dependent on our management, scientific, medical and operations personnel. The loss of the services of any of our executive officers or other key employees and our inability to find suitable replacements could potentially harm our business, prospects, financial condition or results of operations.

Despite our efforts to retain valuable employees, members of our management, scientific and development teams may terminate their employment with us on short notice or no notice. Although we have employment agreements with our key employees, these employment agreements provide for at-will employment, which means that any of our employees could leave our employment at any time, with or without notice. We do not maintain “key man” insurance policies on the lives of these individuals or the lives of any of our other employees. Our success also depends on our ability to continue to attract, retain and motivate highly skilled junior, mid-level and senior managers as well as junior, mid-level and senior scientific and medical personnel.

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Many of the other biotechnology and pharmaceutical companies that we compete against for qualified personnel have greater financial and other resources, different risk profiles and a longer history in the industry than we do. They may also provide more diverse opportunities and better chances for career advancement. Some of these characteristics may be more appealing to high quality candidates than what we can offer. If we are unable to continue to attract and retain high quality personnel, our ability to advance the development of our product candidates, obtain regulatory approval and commercialize our product candidates will be limited.

If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization of our product candidates.

We face an inherent risk of product liability as a result of the clinical testing of our product candidates and will face an even greater risk if we commercialize our product candidates or our already commercialized products on a larger scale. For example, we may be sued if our product candidates allegedly cause injury or are found to be otherwise unsuitable during clinical testing, manufacturing, marketing or sale. Any such product liability claims may include allegations of defects in manufacturing; defects in design; a failure to warn of dangers inherent in the product, negligence, strict liability; and a breach of warranties. Claims could also be asserted under state consumer protection acts. In Europe and Germany, medical products and medical devices may, under certain circumstances, be subject to no-fault liability (verschuldensunabhängige Haftung). If we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities or be required to limit commercialization of our product candidates. Even a successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result in:

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costs to defend litigation and other proceedings;

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a diversion of management’s time and our resources;

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decreased demand for our product candidates;

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injury to our reputation;

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withdrawal of clinical trial participants;

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initiation of investigations by regulators;

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product recalls, withdrawals or labeling, marketing or promotional restrictions;

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loss of revenue;

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substantial monetary awards to trial participants or patients;

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exhaustion of any available insurance and our capital resources;

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the inability to commercialize our product candidates; and

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a decline in our share price.

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Our inability to obtain and retain sufficient product liability insurance at an acceptable cost to protect against potential product liability claims could prevent or inhibit the commercialization of products we develop. We currently do not carry product liability insurance covering our clinical trials. If we determine that it is necessary to procure product liability coverage due to the commercial launch of our lead product candidates after approval, we may be unable to obtain such coverage on acceptable terms, or at all. Until we obtain product liability insurance, we will have to pay any amounts awarded by a court or negotiated in a settlement, and we may not have, or be able to obtain, sufficient capital to pay such amounts.

Risks Related to Our Dependence on Third Parties

We currently license the commercialization rights for some of our marketed products outside of the United States, which exposes us to additional risks of conducting business in international markets.

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The non-U.S. markets are an important component of existing commercialization strategy for our existing marketed products as well as part of our growth strategy for Cogenzia and CollaGUARD. We have entered into commercial supply agreements for our three main commercialized products pursuant to which we exclusively supply and our partners exclusively purchase the products from us in their respective territories outside of the United States or worldwide. For CollaGUARD, we have entered into supply agreements with partners, the most significant of which are with Takeda, for 15 countries including Canada, Mexico and countries in the Commonwealth of Independent States, or CIS, where distribution of the product is subject to obtaining local marketing approvals, and Pioneer Pharma Co. Ltd., or Pioneer, for nine Asian countries, including China and its territories. For CollatampG, we have entered into an exclusive supply agreement with EUSA Pharma for all territories outside of the United States and for Septocoll, we have entered into an agreement with Biomet Orthopedics for global supply of the product. We are also manufacturing RegenePro, a bioresorbable collagen sponge for dental applications, which we supply to Biomet 3i. Our agreements require us to timely supply products that meet the agreed quality standards and require our customers to purchase products from us, in some cases in specified minimum quantities. If we fail to maintain these agreements and agreements with other partners or to enter into new distribution arrangements with selling parties, or if these parties are not successful, our revenue-generating growth potential will be adversely affected. Moreover, international business relationships subject us to additional risks that may materially adversely affect our ability to attain or sustain profitable operations, including:

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efforts to enter into distribution or licensing arrangements with third parties in connection with our international sales, marketing and distribution efforts may increase our expenses or divert our management’s attention from the development of product candidates;

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changes in a specific country’s or region’s political and cultural climate or economic condition;

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differing requirements for regulatory approvals and marketing internationally;

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difficulty of effective enforcement of contractual provisions in local jurisdictions;

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potentially reduced protection for intellectual property rights;

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potential third-party patent rights in countries outside of the United States;

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unexpected changes in tariffs, trade barriers and regulatory requirements;

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economic weakness, including inflation, or political instability, particularly in non-U.S. economies and markets, including several countries in Europe;

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compliance with tax, employment, immigration and labor laws for employees traveling abroad;

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the effects of applicable foreign tax structures and potentially adverse tax consequences;

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foreign currency fluctuations, which could result in increased operating expenses and reduced revenue and other obligations incidental to doing business in another country;

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workforce uncertainty in countries where labor unrest is more common than in the United States;

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the potential for so-called parallel importing, which is what happens when a local seller, faced with high or higher local prices, opts to import goods from a foreign market (with low or lower prices) rather than buying them locally;

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failure of our employees and contracted third parties to comply with Office of Foreign Asset Control rules and regulations and the Foreign Corrupt Practices Act;

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production shortages resulting from any events affecting raw material supply or manufacturing capabilities abroad; and

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business interruptions resulting from geo-political actions, including war and terrorism, or natural disasters, including earthquakes, volcanoes, typhoons, floods, hurricanes and fires.

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These and other risks may materially adversely affect our ability to attain or sustain revenue from international markets.

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LEGAL MATTERS

William Fry will pass upon the validity of the ordinary shares of Innocoll Ireland to be issued in the Merger and certain Irish tax consequences of the Merger. Dentons Europe LLP, will pass upon certain German tax consequences of the Merger. Dentons US LLP will pass upon certain U.S. federal income tax consequences of the Merger.

EXPERTS

The audited financial statements of Innocoll Germany incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of Grant Thornton, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES

Innocoll Germany is a German stock corporation and its registered offices and all of its assets are located outside of the United States. In addition, certain members of our management board, our supervisory board, our senior management and the experts named herein are residents of jurisdictions other than the United States, namely Ireland, the United Kingdom and Germany. As a result, it may not be possible for you to effect service of process within the United States upon Innocoll Germany or these individuals to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. securities laws against Innocoll in the United States. Awards of punitive damages in actions brought in the United States or elsewhere are generally not enforceable in Germany. In addition, actions brought in a German court against Innocoll Germany or the members of its supervisory board and management board, its senior management and the experts named herein to enforce liabilities based on U.S. federal securities laws may be subject to certain restrictions; in particular, German courts generally do not award punitive damages. Litigation in Germany is also subject to rules of procedure that differ from the U.S. rules, including with respect to the taking and admissibility of evidence, the conduct of the proceedings and the allocation of costs. Proceedings in Germany would have to be conducted in the German language, and all documents submitted to the court would, in principle, have to be translated into German. For these reasons, it may be difficult for a U.S. investor to bring an original action in a German court predicated upon the civil liability provisions of the U.S. federal securities laws against us, the members of our management board, supervisory board and senior management and the experts named in this prospectus. In addition, even if a judgment against our company, the non-U.S. members of our management board, supervisory board, senior management or the experts named in this prospectus based on the civil liability provisions of the U.S. federal securities laws is obtained, a U.S. investor may not be able to enforce it in U.S. or German courts.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus incorporates by reference important business and financial information about Innocoll from documents filed with the U.S. Securities and Exchange Commission (“SEC”) that have not been included herein or delivered herewith. Innocoll Germany is subject to the informational requirements of the U.S. Securities Exchange Act of 1934 and in accordance therewith files annual, quarterly and current reports and other information with the SEC (Commission File No. 001-36565). You may read and copy any reports, statements or other information we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Innocoll Germany’s SEC filings also are available to the public at the SEC’s web site at http://www.sec.gov.

Innocoll Ireland has filed a Registration Statement on Form F-4 with the SEC to register Innocoll Ireland ordinary shares in connection with the Merger. This prospectus is a part of that registration statement and constitutes a prospectus of Innocoll Ireland under applicable U.S. securities laws in addition to being the proxy statement of Innocoll Germany for the Extraordinary Meeting. This prospectus is not intended to be and is not a prospectus for the purposes of the Investment Funds, Companies and Miscellaneous Provisions Act of 2005 of Ireland (the “2005 Act”), the Prospectus (Directive 2003/71/EC) Regulations 2005 (as amended) of Ireland or the Prospectus Rules issued under the 2005 Act, and the Central Bank of Ireland has not approved this document.

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INCORPORATION BY REFERENCE

The SEC allows Innocoll Germany and Innocoll Ireland to “incorporate by reference” information into this prospectus, which means that:

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incorporated documents are considered part of this prospectus;

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we are disclosing important information to you by referring you to those documents; and

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information we file with the SEC will automatically update and supersede information contained in this prospectus.

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We incorporate by reference the documents listed below that Innocoll Germany previously filed with the SEC and any future filings Innocoll Germany makes with the SEC on Form 20-F under the Exchange Act and under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the date of the Innocoll Germany Extraordinary Meeting:

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Innocoll Germany’s Annual Report on Form 20-F for the year ended December 31, 2014 filed with the SEC on March 19, 2015; and

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Innocoll Germany’s Current Reports on Form 6-K filed with the SEC on May 14, 2015, July 8, 2015, July 16, 2015, August 14, 2015, August 28, 2015, September 21, 2015, November 12, 2015 and December 21, 2015.

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We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of these filings, at no cost, upon written or oral request to us at our headquarters, which is currently located at Unit 9, Block D, Monksland Business Park, Monksland, Athlone, Co. Roscommon, Ireland, and our telephone number is +353 (0) 90 648 6834. In order to ensure timely delivery of these documents, you should make such request no later than January 25, 2016, which is five business days prior to the date of the Extraordinary Meeting.

You can also find these filings on Innocoll Germany’s website at www.innocoll.com. However, we are not incorporating the information on Innocoll Germany’s website other than these filings into this prospectus. The exhibits to these documents will generally not be made available unless they are specifically incorporated by reference in this prospectus.

You should rely only on the information contained in this prospectus or the information that we have referred you to. Neither Innocoll Germany nor Innocoll Ireland has authorized anyone to provide you with any additional information. This prospectus is dated as of the date listed on the cover page. You should not assume that the information in this prospectus, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since such dates.

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Annex A — Merger Proposal​

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