LUXEMBOURG and ZUG,
Switzerland, Nov. 16, 2020 /PRNewswire/ -- Covis Group
S.à r.l. ("Covis") today announced the completion of its
acquisition of AMAG Pharmaceuticals, Inc. (NASDAQ: AMAG) through
the successful tender offer for all of the outstanding shares of
common stock of AMAG at $13.75 per
share in cash and subsequent merger. The combined organization will
operate as part of the Covis Pharma Group and will be led by Covis
CEO Michael Porter.
The addition of AMAG's category leading treatments and
development-stage assets in women's health and hematology/oncology
supports the execution of Covis' strategic vision to enhance the
company's ability to impact the lives of patients by expanding its
portfolio of 'best in class' products in attractive new therapeutic
areas. In addition, Covis will be positioned to further
support patients, building on its track record of efficient and
effective management of therapeutic solutions.
"The acquisition of AMAG represents a key
milestone in Covis' efforts to fulfill
our strategic vision to become a leading global
specialty pharma company for life threatening and chronic
illnesses for both commercial and development stage assets," said
Michael Porter, CEO of Covis.
"AMAG's expertise and key products—Feraheme®, Makena® and
Ciraparantag—add tremendous value to Covis as we execute our
mandate of expanding patient access to much needed therapies. We
will continue to put patients' interests first and look
forward to collaborating with the FDA to ensure that Makena
continues to be available as an option for appropriate patients.
More than ever, we are positioned to continue growth of our
therapeutic portfolio globally and look forward to further
enhancing our capabilities and offerings. We're excited to
work with our designated transition teams to execute on our
integration plans and move forward as a stronger, unified
organization."
The tender offer expired at 12:00 a.m.,
Eastern Time, on November 12,
2020 (one minute after 11:59 p.m.,
Eastern Time, on November 12,
2020). The condition to the tender offer that a majority of
the outstanding shares of AMAG's common stock be validly tendered
and not withdrawn was satisfied and, accordingly, all such validly
tendered shares were accepted for payment. Following the
consummation of the tender offer, Covis Mergerco Inc. merged with
and into AMAG pursuant to Section 251(h) of the General Corporation
Law of the State of Delaware. As a result of the merger, each
share of AMAG that was not validly tendered in the tender offer
(other than shares held by any stockholder of AMAG who properly
demanded appraisal of such shares under the applicable provisions
of Delaware law) was cancelled and
converted into the right to receive $13.75 per share in cash, and AMAG became an
indirect wholly owned subsidiary of Covis. Shares of AMAG will
cease to be traded on NASDAQ.
Goldman Sachs & Co. LLC acted as exclusive financial
advisor, and Goodwin Procter LLP acted as legal advisor to
AMAG. Paul, Weiss, Rifkind, Wharton and Garrison LLP acted as
legal advisor to Covis. Financing for this transaction has been
provided by Capital One, N.A. and investment funds and accounts
managed by HPS Investment Partners, LLC.
About Covis
Covis is headquartered in Luxembourg with operations in Zug,
Switzerland and is a global
specialty pharmaceutical company that markets therapeutic solutions
for patients with life-threatening conditions and chronic
illnesses. Additional information is available at
www.covispharma.com.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains forward-looking statements.
Forward-looking statements relate to future events or Covis' future
financial performance. Covis generally identifies forward-looking
statements by terminology such as "may," "will," "should,"
"expects," "plans," "anticipates," "could," "intends," "target,"
"projects," "contemplates," "believes," "estimates," "predicts,"
"potential" or "continue" or the negative of these terms or other
similar words. These statements are only predictions. Covis has
based these forward-looking statements largely on its then-current
expectations and projections about future events and financial
trends as well as the beliefs and assumptions of management.
Forward-looking statements are subject to a number of risks and
uncertainties, many of which involve factors or circumstances that
are beyond Covis' control. Covis' actual results could differ
materially from those stated or implied in forward-looking
statements due to a number of factors, including but not limited
to: risks associated with the combined organization following
completion of the merger transaction including difficulties in
executing Covis' strategic vision, continuing to grow Covis'
therapeutic portfolio and enhancing Covis' capabilities and
offerings; the outcome of any legal proceedings that may be
instituted against the parties and others related to the merger
transaction; the inability of Covis' to impact the lives of
patients by expanding its portfolio of 'best in class' products in
attractive new therapeutic areas; Covis not being positioned to
further support patients, and failing to efficiently and
effectively manage therapeutic solutions; Covis not being able to
fulfill its strategic vision of becoming a leading specialty pharma
company globally for life threatening and chronic illnesses for
both commercial and development stage assets, which could have a
material adverse impact on Covis' business, financial results and
operations; Covis failing to collaborate with the FDA to ensure
that Makena continues to be available as an option for appropriate
patients; risks associated with Makena's withdrawal, including the
impacts on Covis' financial results; Covis failing to grow its
therapeutic portfolio globally and enhancing its capabilities and
offerings; Covis not being able to execute on its integration
plans, resulting in a failure to achieve synergies or a more
unified, stronger organization; and unanticipated difficulties or
expenditures relating to the merger transaction, the response of
business partners and competitors to the completion of the merger
transaction, and/or potential difficulties in employee retention as
a result of the completion of the merger transaction. Accordingly,
you should not rely upon forward-looking statements as predictions
of future events. Covis cannot assure you that the events and
circumstances reflected in the forward-looking statements will be
achieved or occur, and actual results could differ materially from
those projected in the forward-looking statements. The
forward-looking statements made in this communication relate only
to events as of the date on which the statements are made. Covis
undertakes no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which the
statement is made or to reflect the occurrence of unanticipated
events.
Contact
Arik
Ben-Zvi
Breakwater Strategy
(202) 270-1848
arik@breakwaterstrategy.com