Tender Offer Statement
Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

Common Shares of nominal value €1.00 per share
American Depositary Shares (ADSs), each ADS representing one-tenth of a Common Share
(Title of Classes of Securities)

Colin Broom
Chief Executive Officer
Nabriva Therapeutics plc
56 Fitzwilliam Square
Dublin 2, Ireland
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Andrew P. Gilbert, Esq.
Scott A. Cowan, Esq.
Sanjay M. Shirodkar, Esq.
DLA Piper LLP (US)
51 John F. Kennedy Parkway Suite 120
Short Hills, New Jersey
07078-2704
United States of America
(973) 520-2550

*: Estimated for purposes of calculating the registration fee only. This amount is based on the product of (i) 3,071,648 common shares ("Nabriva AG Common Shares") of Nabriva Therapeutics AG ("Nabriva AG"), including Nabriva AG Common Shares represented by American depositary shares ("Nabriva AG ADSs") of Nabriva AG, estimated to be acquired by Nabriva Therapeutics plc ("Nabriva Ireland") upon the consummation of the Exchange Offer if ordinary shares of Nabriva Ireland are exchanged for all Nabriva AG Common Shares, including Nabriva AG Common Shares represented by Nabriva AG ADSs, offered in the Exchange Offer and (ii) the average of the high and low prices of the Nabriva AG ADSs reported on the NASDAQ Global Select Market on May 17, 2017.
**: The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2017, issued August 31, 2016, by multiplying the Transaction Valuation by 0.0001159.

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

This Tender Offer Statement on Schedule TO (this "Schedule TO") is being filed by Nabriva Therapeutics plc, a public limited company formed under the laws of Ireland ("Nabriva Ireland"), and relates to the tender offer (the "Exchange Offer") for all the outstanding common shares, nominal value €1.00 per share (the "Nabriva AG Common Shares") of Nabriva Therapeutics AG ("Nabriva AG"), and all of the American Depositary Shares ("Nabriva AG ADSs") of Nabriva AG (the "Exchange Offer"). The Exchange Offer comprises an offer made pursuant to the offer to exchange/prospectus, dated May 23, 2017 (the "Offer to Exchange/Prospectus"), the exchange offer document, dated May 23, 2017 (the "Exchange Offer Document") and the related exchange offer tender form to (i) all holders of Nabriva AG Common Shares, wherever located and (ii) all holders of Nabriva AG ADSs, wherever located. Unless otherwise defined herein, capitalized terms used in this Schedule TO shall have the meaning given to them in the Offer to Exchange/Prospectus.

The Offer to Exchange/Prospectus and the related exchange offer tender form are part of Nabriva Ireland's Registration Statement on Form S-4 (Reg. No. 333-217315) filed with the Securities and Exchange Commission (the "Commission") on April 14, 2017, and as amended by Pre-Effective Amendment No. 1, filed with the Commission on May 12, 2017, and as further amended by Pre-Effective Amendment No. 2, filed with the Commission on May 18, 2017 (the "Registration Statement"). The Registration Statement became effective on May 22, 2017.

The information set forth in the Offer to Exchange/Prospectus, the Exchange Offer Document and the related exchange offer tender form is incorporated by reference in response to Items 1 through 11 of this Schedule TO, except for those items as to which information is specifically provided herein.

Nabriva Ireland currently does not have any alternative financing arrangements or plans to those set forth in the Offer to Exchange/Prospectus.

(a) The information required by Item 1011(a)(3) of Regulation M-A is not applicable. Except as set forth in the Offer to Exchange/Prospectus, the Offerors are not aware of any filings, approvals or other actions by or with any governmental authority or administrative or regulatory agency that would be required for the completion of the Exchange Offer and would be material to a security holder's decision whether to exchange, sell or hold the securities. The information required by Item 1011(a)(5) of Regulation M-A is not applicable.

Exhibit No.			Description

	(a)(1)(i)		Offer to Exchange/Prospectus, dated May 23, 2017 (incorporated by reference to the Registration Statement).
	(a)(1)(ii)		Exchange Offer Document, dated May 23, 2017.
	(a)(1)(iii)		Form of Exchange Offer Tender Form (incorporated by reference to Exhibit 99.1 to the Registration Statement).
	(a)(1)(iv)		Form of Letter to Nabriva AG ADS Holders (incorporated by reference to Exhibit 99.2 to the Registration Statement).
	(a)(1)(v)		Form of Letter to Nabriva AG Common Shareholders (incorporated by reference to Exhibit 99.3 to the Registration Statement).

Exhibit No.			Description

	(a)(1)(vi)		Form of Transfer Deed (incorporated by reference to Exhibit 99.4 to the Registration Statement).
	(a)(1)(vii)		Form of Letter to Brokers (incorporated by reference to Exhibit 99.5 to the Registration Statement).
	(a)(1)(viii)		Form of Letter to Clients (incorporated by reference to Exhibit 99.6 to the Registration Statement).
	(a)(1)(ix)		Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.7 to the Registration Statement).
	(a)(1)(x)		Press release announcing the proposed relocation of Nabriva AG and its subsidiaries from Austria to Ireland, to be effected through an exchange of Nabriva AG ADSs and Nabriva AG Common Shares for ordinary shares of Nabriva Ireland (incorporated by reference to the filing made by Nabriva Therapeutics plc on April 18, 2017, pursuant to Rule 425 under the Securities Act of 1933, as amended).
	(a)(1)(xi)		Press release announcing commencement of a voluntary exchange offer made by Nabriva Therapeutics plc (incorporated by reference to the filing made by Nabriva AG on May 23, 2017, pursuant to Rule 425 under the Securities Act of 1933, as amended).
	(a)(2)		None.
	(a)(3)		None.
	(a)(4)(i)		Offer to Exchange/Prospectus, dated May 23, 2017 (incorporated by reference to the Registration Statement).
	(a)(5)		None.
	(b)		None.
	(d)(i)		Form of Tender and Support Agreement by and between Nabriva AG, Nabriva Ireland and certain security holders of Nabriva AG.
	(h)(i)		Tax Opinion of DLA Piper Weiss-Tessbach Rechtsanwälte GmbH with respect to the material Austrian tax consequences of the transaction (incorporated by reference to Exhibit 8.1 to the Registration Statement).

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

*Transaction Valuation(1)**		Amount of Filing Fee**



$30,578,236		$3,544


Amount Previously Paid: $39,926		Filing Party: Nabriva Therapeutics plc
Form or Registration No.: 333-217315		Date Filed: April 14, 2017

Dated: May 23, 2017

NABRIVA THERAPEUTICS PLC

/s/ COLIN BROOM

Colin Broom

Chief Executive Officer