Covis Group Completes Acquisition of AMAG Pharmaceuticals

Covis Group Completes Acquisition of AMAG Pharmaceuticals

PR Newswire

LUXEMBOURG and ZUG, Switzerland, Nov. 16, 2020

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to the tender offer that a majority of the outstanding shares of AMAG's common stock be validly tendered and not withdrawn was satisfied and, accordingly, all such validly tendered shares were accepted for payment.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

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