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to the tender offer that a majority of the outstanding shares of AMAG’s common stock be validly tendered and not withdrawn was satisfied and, accordingly, all such validly tendered shares were accepted for payment.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.
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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.
Source: Biospace
