BRIDGEWATER, N.J., April 27, 2018 /PRNewswire/ -- Amneal
Pharmaceuticals LLC and Impax Laboratories, Inc. (NASDAQ:
IPXL) today announced that the U.S. Federal Trade Commission
(FTC) has cleared the Amneal and Impax business combination,
subject to Amneal and Impax's agreement to divest certain
products.
The parties have now obtained all regulatory approvals required
to close the transaction. Accordingly, the parties expect to
consummate the business combination following the close of
trading on May 4, 2018. Shares
of Impax (IPXL) are expected to cease trading on the NASDAQ stock
exchange following the closing of the business combination on
May 4, 2018, and the new
combined company, Amneal Pharmaceuticals, Inc. (the "Company"),
will begin trading on the New York Stock Exchange (NYSE) under the
ticker "AMRX" on May 7, 2018. The
Company will hold an investor call prior to the start of the
trading of Amneal's Class A common stock on the New York Stock
Exchange on May 7, 2018. Pursuant to
the business combination agreement, each share of Impax common
stock will be converted into the right to receive one share of
Amneal Class A common stock.
Under the terms of the consent order with the FTC, Amneal and
Impax have agreed to divest a number of marketed and pipeline
products to ANI Pharmaceuticals, Inc. (NASDAQ: ANIP), G&W
Laboratories, Inc. and Perrigo Company plc (NYSE; TASE: PRGO).
Subject to the consummation of the transaction between Amneal
and Impax, ANI will acquire the following Impax products:
- Felbamate Tablets
- Ezetimibe; Simvastatin Tablets
- Desipramine Tablets
- Approved but not commercialized Aspirin; Dipyridamole ER
Capsules
- Approved but not commercialized Methylphenidate ER Tablets
- Pending application for Diclofenac; Misoprostol DR Tablets
- Development product Erythromycin Tablets
Subject to the consummation of the transaction between Amneal
and Impax, Impax's interests in the following product will be sold
to G&W, who owns the relevant marketing authorization:
- Fluocinonide Topical Cream (emulsified base) 0.05%
Subject to the consummation of the transaction between Amneal
and Impax, Impax's interests in the following products will be sold
to Perrigo, who owns the relevant marketing authorizations:
- Azelastine Nasal Spray 0.15%
- Olopatadine Nasal Spray
About Amneal
Amneal Pharmaceuticals LLC, a
privately-held company headquartered in Bridgewater, New Jersey, is one of the largest
and fastest growing generic pharmaceutical manufacturers in
the United States. Founded in
2002, Amneal now has more than 5,000 employees in its operations in
North America, Asia, and Europe, working together to bring
high-quality, affordable medicines to patients worldwide. Amneal
has significantly expanded its portfolio of generic products to
include complex dosage forms in a broad range of therapeutic areas.
For more information, visit www.amneal.com.
About Impax
Impax Laboratories, Inc. is a specialty
pharmaceutical company applying its formulation expertise and drug
delivery technology to the development of controlled-release and
specialty generics in addition to the development of central
nervous system disorder branded products. Impax markets its generic
products through its Impax Generics division and markets its
branded products through the Impax Specialty Pharma division.
Additionally, where strategically appropriate, Impax develops
marketing partnerships to fully leverage its technology platform
and pursues partnership opportunities that offer alternative dosage
form technologies, such as injectables, nasal sprays, inhalers,
patches, creams, and ointments. For more information, please visit
Impax's web site at: www.impaxlabs.com.
Forward-Looking Statements
This communication includes
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements are based on our
beliefs and assumptions. These forward-looking statements are
identified by terms and phrases such as: anticipate, believe,
intend, estimate, expect, continue, should, could, may, plan,
project, predict, will, target, potential, forecast, and the
negative thereof and similar expressions. Forward-looking
statements by their nature address matters that are, to different
degrees, uncertain, such as statements about the potential timing
or consummation of the proposed transaction or the anticipated
benefits thereof, including, without limitation, future financial
and operating results. Impax cautions readers that these and other
forward-looking statements are not guarantees of future results and
are subject to risks, uncertainties and assumptions that could
cause actual results to differ materially from those expressed in
any forward-looking statements. Important risk factors that could
cause actual results to differ materially from those indicated in
any forward-looking statement include, but are not limited to: (i)
the risk that a condition to effecting the transaction contemplated
by the Business Combination Agreement dated as of October 17, 2017, by and among Impax
Laboratories, Inc. ("Impax"), Amneal Pharmaceuticals LLC
("Amneal"), Atlas Holdings, Inc. ("Holdco"), and K2 Merger Sub
Corporation, as amended by Amendment No. 1, dated as of
November 21, 2017, and Amendment No.
2, dated as of December 16, 2017, may
not be satisfied; (ii) the ability of Impax and Amneal to integrate
their businesses successfully and to achieve anticipated synergies,
(iii) the possibility that other anticipated benefits of the
proposed transaction will not be realized, including without
limitation, anticipated revenues, expenses, earnings and other
financial results, and growth and expansion of the new combined
company's operations, and the anticipated tax treatment, (iv)
potential litigation relating to the proposed transaction that
could be instituted against Impax, Amneal or their respective
directors, (v) possible disruptions from the proposed transaction
that could harm Impax's and/or Amneal's business, including current
plans and operations, (vi) the ability of Impax or Amneal to
retain, attract and hire key personnel, (vii) potential adverse
reactions or changes to relationships with clients, employees,
suppliers or other parties resulting from the announcement or
completion of the transaction, (viii) potential business
uncertainty, including changes to existing business relationships,
during the pendency of the business combination that could affect
Impax's or Amneal's financial performance, (ix) certain
restrictions during the pendency of the transaction that may impact
Impax's or Amneal's ability to pursue certain business
opportunities or strategic transactions, (x) continued availability
of capital and financing and rating agency actions, (xi)
legislative, regulatory and economic developments; (xii)
unpredictability and severity of catastrophic events, including,
but not limited to, acts of terrorism or outbreak of war or
hostilities, as well as management's response to any of the
aforementioned factors; and (xiii) such other factors as are set
forth in Impax's periodic public filings with the Securities and
Exchange Commission (the SEC"), including but not limited to those
described under the headings "Risk Factors" and "Cautionary
Statement Regarding Forward-Looking Information" in Impax's Form
10-K for the fiscal year ended December 31,
2017, in the Form S-4 filed by Holdco, in the definitive
proxy statement on Schedule 14A filed by Impax and in Impax's other
filings made with the SEC from time to time, which are available
via the SEC's website at www.sec.gov. While the list of factors
presented here is, and the list of factors to be presented in the
proxy statement are, considered representative, no such list should
be considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward looking statements.
Consequences of material differences in results as compared with
those anticipated in the forward-looking statements could include,
among other things, business disruption, operational problems,
financial loss, legal liability to third parties and similar risks,
any of which could have a material adverse effect on Impax's or
Amneal's consolidated financial condition, results of operations,
credit rating or liquidity. In light of these risks, uncertainties
and assumptions, the events described in the forward-looking
statements might not occur or might occur to a different extent or
at a different time than Impax has described. All such factors are
difficult to predict and beyond our control. All forward-looking
statements included in this document are based upon information
available to Impax on the date hereof, and unless legally required,
Impax disclaims and does not undertake any obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
CONTACTS:
Amneal
Apurva Saraf
(631) 742-7674
Impax
Mark Donohue
(215) 558-4526
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SOURCE Impax Laboratories, Inc.