Impax gives notice of merger event under 2% convertibles due 2022

By Marisa Wong

Morgantown, W.Va., March 20 – Impax Laboratories, Inc. delivered a notice of merger event on March 19 to the trustee and holders of its 2% convertible senior notes due 2022, according to an 8-K filing with the Securities and Exchange Commission.

The merger event relates to Impax’s business combination agreement with Amneal Pharmaceuticals LLC.

Under the combination agreement,

• Impax indirect wholly owned subsidiary K2 Merger Sub Corp. will be merged with and into Impax, with Impax continuing as the surviving corporation;

• Each share of Impax common stock outstanding immediately prior to the merger, other than shares owned or held by Impax in treasury, by Amneal or by any of their respective subsidiaries, will be converted into the right to receive one share of class A common stock of wholly owned subsidiary Atlas Holdings, Inc.;

• Impax will convert to a Delaware limited liability company named Impax Laboratories, LLC;

• Atlas Holdings will contribute all of the equity interests of Impax to Amneal in exchange for some equity interests of Amneal;

• Atlas Holdings will re-register as a public company and be renamed Amneal Pharmaceuticals, Inc.;

• The new Amneal will issue shares of its class B common stock to Amneal Pharmaceuticals Holding Co., LLC, AP Class D Member, LLC, AP Class E Member, LLC and AH PPU Management, LLC; and

• New Amneal will become the managing member of the existing Amneal.

The combination is expected to close as early as April 9.

Impax is a specialty pharmaceutical company based in Hayward, Calif. Amneal is a Bridgewater, N.J.-based generic pharmaceutical manufacturer.

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