Consent Solicitation
In connection with its proposed combination with Amneal Pharmaceuticals LLC ("Amneal") pursuant to the transactions (the "Transactions") described in the Business Combination Agreement (the "Business Combination Agreement") among the Company, Atlas Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company ("Holdco"), K2 Merger Sub Corporation, a Delaware corporation and a wholly-owned subsidiary of Holdco, and Amneal, the Company has launched a consent solicitation with respect to the Notes (the "Consent Solicitation") seeking consents from holders of the Notes to amend and insert certain provisions in the indenture (the "Indenture") governing the Notes (such amendments and insertions collectively referred to herein as the "Proposed Amendments"). The Proposed Amendments will (a) amend a covenant in the Indenture relating to the Company's corporate existence to permit the conversion of the Company into a limited liability company or other organizational form, (b) amend the Indenture to permit the Company to satisfy its reporting requirements to holders of the Notes by providing reports of any parent entity, (c) add a provision to the Indenture requiring the Company to make and consummate a tender offer for the Notes at par plus accrued interest after, and subject to the occurrence of, the Closing (as defined in the Business Combination Agreement), and (d) add a provision to the Indenture to expressly permit the consummation of the Transactions.
Pursuant to Section 6.19 of the Business Combination Agreement, Impax is required to use its reasonable best efforts to commence the Consent Solicitation upon the request of Amneal. Impax is commencing this Consent Solicitation upon the request of Amneal.
The Consent Solicitation requires consent from holders representing a majority of the outstanding aggregate principal amount of the Notes and will expire at 5:00 p.m., New York City time, on November 6, 2017, unless extended (the "Expiration Date"). The aggregate consent payment (the "Consent Payment") for the Consent Solicitation is $3,750,000, to be shared by all consenting holders in the event that holders of at least a majority of the outstanding aggregate principal amount of the Notes consent and the other conditions applicable to the Consent Solicitation are satisfied. The Consent Payment for the Consent Solicitation is an amount, per $1,000 principal amount of Notes for which a holder has validly delivered (on or prior to the Expiration Date) and not validly revoked its consent, equal to the product of $6.25 multiplied by a fraction, the numerator of which is the aggregate principal amount of Notes outstanding at the Expiration Date and the denominator of which is the aggregate principal amount of Notes for which holders have validly delivered and not validly revoked consents. As a result, the Consent Payment will range from $6.25 per $1,000 (if all holders consent) to approximately $12.50 per $1,000 (if holders of only a majority of the outstanding aggregate principal amount of the Notes consent). Holders who do not deliver or who revoke consents will not receive any payment. If the requisite consents (the "Requisite Consents") from holders of the Notes are received and the consents become effective, the Company will make the aggregate $3,750,000 Consent Payment to holders who validly deliver (and do not validly revoke) their consent on or prior to the Expiration Date, unless extended.
Upon acceptance of the Requisite Consents (which may occur prior to the Expiration Date), the Company intends to (i) promptly enter into a supplemental indenture with respect to the Notes setting forth the Proposed Amendments and (ii) enter into such other documents, and take such other actions necessary or expedient, in order to give effect to, and permit, the Proposed Amendments. The provisions of the Supplemental Indenture will become effective upon its execution and delivery, but will become operative only upon the payment of the Consent Payment. If the Consent Payment is not paid pursuant to the Consent Solicitation, the Proposed Amendments will be deemed to be revoked retroactively to the date of the Supplemental Indenture.
Receipt of the Requisite Consents is not required for the consummation of the Transactions. Amneal has obtained a financing commitment for the refinancing of certain indebtedness of Amneal and the Company, including the Notes, in connection with the consummation of the Transactions. As a condition of the financing, Impax is required to launch a Consent Solicitation but the receipt of the Requisite Consents in the Consent Solicitation is not a condition precedent to the availability of such financing or the consummation of the Transactions pursuant to the Business Combination Agreement, and such financing may be available and the Transactions may be consummated even if the Transactions would result in a default or event of default under the Indenture.
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Global Bondholder Services Corporation will act as the Information and Tabulation Agent for the Consent Solicitation. Questions or requests for assistance related to the Consent Solicitation or for additional copies of the Consent Solicitation Statement related to the Consent Solicitation (the "Consent Solicitation Statement") may be directed to Global Bondholder Services Corporation at +1 (866) 794-2200 (toll free) or (212) 430-3774 (collect). Holders of the Notes may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitation. The Company has retained RBC Capital Markets, LLC as solicitation agent with respect to the Consent Solicitation. Questions concerning the terms of the Consent Solicitation should be directed to RBC Capital Markets, LLC at +1 (877) 381-2099 (toll free) or +1 (212) 618-7843 (collect).
Holders of the Notes are advised to check with any bank, securities broker or other intermediary through which they hold any of the Notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in, the Consent Solicitation, before the deadlines specified herein and in the Consent Solicitation Statement. The deadlines set by each clearing system for the submission and withdrawal of instructions will also be earlier than the relevant deadlines specified herein and in the Consent Solicitation Statement.
None of the Company, RBC Capital Markets, LLC, the Information and Tabulation Agent, Wilmington Trust, National Association (as trustee under the Indenture) or any of their respective directors, officers, employees, agents or affiliates makes any recommendation in connection with the Consent Solicitation, and no one has been authorized by any of them to make such a recommendation. Holders of the Notes must make their own decision as to whether to participate. The Consent Solicitation is being made only by the related Consent Solicitation Statement.
This press release is for informational purposes only. It is not a solicitation of consents in relation to any Notes. The Consent Solicitation is being made solely pursuant to the related Consent Solicitation Statement. The Consent Solicitation is not being made to holders of Notes in any jurisdiction in which the making or delivering of consents in relation thereto would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
This press release does not constitute a solicitation of consents in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable federal securities or blue sky laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described or otherwise referred to in this press release.
About Impax Laboratories, Inc. Impax Laboratories, Inc. (Impax) 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 the Company's Web site at: www.impaxlabs.com.
Certain statements contained in this press release are forward-looking statements. Forward-looking statements are subject to uncertainties that could cause actual future events and results to differ materially from those expressed in the forward-looking statements. These forward-looking statements are based on estimates, projections, beliefs and assumptions that the Company believes are reasonable but are not guarantees of future events and results. Actual future events and results of the Company may differ materially from those expressed in these forward-looking statements as a result of a number of factors, including those described in filings by the Company with the Securities and Exchange Commission, which can be found at www.sec.gov.
Contact: Mark Donohue
Investor Relations and Corporate Communications (215) 558-4526 www.impaxlabs.com
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SOURCE Impax Laboratories, Inc.
