20:12:36 EDT Fri 19 Apr 2024
Enter Symbol
or Name
USA
CA



Endo International PLC
Symbol ENL
Shares Issued 153,912,985
Close 2015-01-28 C$ 104.00
Market Cap C$ 16,006,950,440
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Endo International completes Auxilium acquisition

2015-01-29 16:39 ET - News Release

Mr. Rajiv De Silva reports

ENDO COMPLETES ACQUISITION OF AUXILIUM PHARMACEUTICALS

Endo International PLC has completed the acquisition of Auxilium Pharmaceuticals Inc. in a transaction valued at $2.6-billion when announced on Oct. 9, 2014. The closing of the transaction follows the approval of the acquisition by Auxilium's shareholders on Jan. 27, 2015, and the receipt of all required regulatory approvals.

The combined company will provide an expanded platform to accelerate the evolution and growth of Endo's U.S.-branded pharmaceuticals business. With the acquisition complete, Endo's portfolio has a broader offering of urology and orthopedic products, including Xiaflex, Testopel and Stendra, which are natural complements to its men's health and pain products.

"This strategic transaction enhances the organic growth of our branded pharmaceuticals business by adding a broad range of high-quality products to our already-robust portfolio and expanding our development pipeline," said Rajiv De Silva, president and chief executive officer of Endo. "We are excited to deliver on the promise of this combination by leveraging our resources to enhance the performance of Xiaflex and optimize Testopel and Stendra. We continue to expect the transaction to be immediately accretive for shareholders and meaningfully accretive each year moving forward. We believe that Endo is now even better positioned to drive growth across our product portfolio and to capitalize on additional future strategic [merger and acquisition] opportunities to create value for shareholders, customers and employees."

In accordance with the terms of the merger, Auxilium shareholders had the opportunity to elect one of three options with respect to transaction consideration: (i) 0.488 Endo share per Auxilium share (the stock election consideration), (ii) $33.25 in cash per Auxilium share (the cash election consideration), or (iii) a standard election of $16.625 in cash and 0.244 Endo share per Auxilium share (the standard election consideration), subject to proration in the case of elections to receive the cash election consideration or stock election consideration.

Of the 54,966,186 shares outstanding that were eligible to make an election, 52,154,714, or 94.9 per cent, elected to receive the stock election consideration, 249,408, or 0.4 per cent, elected to receive the cash election consideration, 110,448, or 0.2 per cent, elected to receive the standard election consideration, and the remaining 2,451,616, or 4.5 per cent, did not make any election and thus received the standard election consideration. The result of the elections led to an oversubscription of the stock election consideration. In accordance with the proration method described in the merger agreement and proxy statement/prospectus provided to Auxilium shareholders, each Auxilium share for which an election was made to receive the stock election consideration will instead be entitled to receive approximately 0.3448 Endo share and $9.75 in cash.

Auxilium common stock will cease to be traded on the Nasdaq Global Market following the close of trading on Jan. 29, 2015.

We seek Safe Harbor.

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