LUXEMBOURG and ZUG, Switzerland, Oct. 15, 2020 /CNW/ -- 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 email@example.com.