LUXEMBOURG and ZUG,
Switzerland, Oct. 15, 2020 /PRNewswire/ -- Covis Group
S.à r.l. ("Covis") announced the commencement of a cash tender
offer to purchase all of the outstanding shares of common stock of
AMAG Pharmaceuticals, Inc. (NASDAQ: AMAG) ("AMAG"). The tender
offer is being made pursuant to the merger agreement (the "Merger
Agreement") announced by Covis and AMAG on October 1, 2020 under which Covis has agreed to
acquire AMAG for $13.75 per share.
The transaction has a total enterprise value of approximately
$647 million, including net debt.
The $13.75 per share all-cash
tender offer represents a premium of approximately 46% over AMAG's
closing stock price on September 30,
2020, the last full trading day prior to the
announcement.
A tender offer statement on Schedule TO that includes the Offer
to Purchase and related Letter of Transmittal that set forth the
terms and conditions of the tender offer will be filed today by
Covis and its subsidiary that will be making the offer.
Additionally, AMAG will file with the U.S. Securities and Exchange
Commission (the "SEC") a solicitation/recommendation statement on
Schedule 14D-9 that includes the recommendation of AMAG's board of
directors that AMAG stockholders tender their shares in the tender
offer.
The tender offer will expire at 12:00 midnight (New York City time) on November 12, 2020 (one minute after 11:59 P.M. New York
City time on November 12,
2020), unless the offer period is extended in accordance
with the Merger Agreement and the applicable rules and regulations
of the SEC. The completion of the tender offer will be conditioned
on AMAG's stockholders tendering at least a majority of AMAG's
outstanding shares and other customary closing conditions.
If, as a result of the tender offer, the stockholders tender at
least one share more than 50% of the then outstanding shares of
AMAG's common stock, the subsidiary of Covis will, subject to the
satisfaction or waiver of the remaining conditions set forth in the
Merger Agreement, merge with and into AMAG, with AMAG surviving as
an indirect wholly owned subsidiary of Covis, under Section 251(h)
of the Delaware General Corporation Law, without prior notice to,
or any action by, any other stockholder of AMAG, as soon as
practicable following the consummation of the tender offer.
Okapi Partners LLC is acting as information agent for Covis in
the tender offer. American Stock Transfer & Trust Company LLC
is acting as depositary and paying agent in the tender offer.
Requests for documents and questions regarding the tender offer may
be directed to Okapi Partners LLC by telephone at (844) 343-2621 or
banks and brokers may call (212) 297-0720, or by email at
info@okapipartners.com.
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.
Additional Information and Where to Find It
This communication is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares, nor is it a substitute for the tender offer materials that
Covis and its acquisition subsidiary is filing today with the SEC.
Covis and its acquisition subsidiary will today cause to be filed a
tender offer statement on Schedule TO with the SEC, and AMAG will
file a solicitation/recommendation statement on Schedule 14D-9 with
respect to the tender offer. THE TENDER OFFER STATEMENT (INCLUDING
AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER
OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT
CONTAINS IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND
CONSIDERED BY THE STOCKHOLDERS OF AMAG BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE TENDER OFFER. Both the tender offer statement
and the solicitation/recommendation statement will be mailed to
AMAG's stockholders free of charge. A free copy of the tender offer
statement and the solicitation/recommendation statement will also
be made available to all stockholders of AMAG by accessing
www.amagpharma.com or by contacting AMAG's Investor Relations
contact at contactus@amagpharma.com. In addition, the tender
offer statement and the solicitation/recommendation statement (and
all other documents filed with the SEC) will be available at no
charge on the SEC's website: www.sec.gov.
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SOURCE Covis Pharma