UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
Schedule TO
 
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
 

 
AMAG Pharmaceuticals, Inc.
(Name of Subject Company (Issuer))

Covis Mergerco Inc.
(Name of Filing Persons (Offeror))
a wholly-owned subsidiary of

Covis Group S.à r.l.
(Name of Filing Persons (Parent of Offeror))

Apollo Management IX, L.P.
(Name of Filing Persons (Other Person))


Common Stock, $0.01 par value
(Title of Class of Securities)

00163U106
(CUSIP Number of Class of Securities)


Covis Mergerco Inc.
c/o Covis Group S.à r.l.
2, avenue Charles de Gaulle
L-1653 Luxembourg, Grand Duchy of Luxembourg
Attention: Francesco Tallarico
Telephone: +41 41 748 04 04
Fax: +41 41 748 04 09

 (Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)



With a copy to:
David K. Lakhdhir
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Tel: +1 212 373-3030
Fax: +1 212 492-0030


CALCULATION OF FILING FEE
 
Transaction Valuation
 
 
 
Amount of Filing Fee
 
N/A*
 
N/A*
* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.
☐    Check box if any part of the fee is offset as provided by Rule 0—11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
Amount Previously Paid:
 
 
 
N/A
 
 
 
Filing Party:
 
 
 
N/A
 
Form or Registration No.:
 
 
N/A
 
 
Date Filed:
 
 
N/A
 
☒ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
 
Check the appropriate boxes below to designate any transactions to which the statement relates:
 
☒ third–party tender offer subject to Rule 14d–1.
☐ issuer tender offer subject to Rule 13e–4.
☐ going–private transaction subject to Rule 13e–3
☐ amendment to Schedule 13D under Rule 13d–2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
 
 
Rule 13e–4(i) (Cross–Border Issuer Tender Offer)
 
Rule 14d–1(d) (Cross–Border Third–Party Tender Offer)




The pre-commencement communication filed under cover of this Schedule TO relates solely to certain preliminary communications made before the commencement of a tender offer by Covis Mergerco Inc., a Delaware corporation (the “Offeror”), for all of the issued and outstanding shares of common stock, $0.01 par value per share (the “Common Stock”), of AMAG Pharmaceuticals, Inc. (the “Company”), pursuant to an Agreement and Plan of Merger, dated October 1, 2020, by and among the Offeror, Covis Group S.à r.l. (“Parent”), the Company, and (solely with respect to certain sections thereof) Covis Finco S.à r.l.  This Schedule TO is being filed on behalf of the Offeror, Parent and Apollo Management IX, L.P., a Delaware limited partnership (“Management IX”).  Offeror is an indirect wholly-owned subsidiary of Parent, and Parent is majority-owned and controlled by certain equity funds managed by Management IX.
Forward-Looking Statements
This document contains forward-looking statements, related to Parent, the Company and the acquisition of the Company by Parent that are subject to risks, uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding: the intent, belief or current expectation of the companies’ and members of their senior management team. Forward-looking statements include, without limitation, statements regarding the business combination and related matters, prospective performance and opportunities, post-closing operations and the outlook for the companies’ businesses, including, without limitation, EBITDA targets, Parent’s track record of successful post-merger integrations, increased sales post-acquisition, the business strategy of Parent, and other risks and uncertainties detailed from time to time in the companies’ periodic reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9 to be filed by the Company and the Schedule TO and related tender offer documents to be filed by Offeror, Parent and Management IX. All forward-looking statements are based on information currently available to Parent and the Company, and Parent and the Company assume no obligation and disclaim any intent to update any such forward-looking statements.
Additional Information and Where to Find It
The tender offer for the purchase of the issued and outstanding shares of the Company’s Common Stock described in this document has not yet commenced.  This communication is neither an offer to purchase nor a solicitation of an offer to sell securities, nor is it a substitute for the tender offer materials that the Offeror will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, the Offeror will file tender offer materials on Schedule TO, and the Company thereafter will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF COMMON STOCK OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF COMPANY COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of Common Stock of the Company at no expense to them. The tender offer materials, the Solicitation/Recommendation Statement and other related documents (when available) will be made available for free at the SEC’s website at www.sec.gov or by directing a request to the Information Agent for the tender offer who will be named by the Offeror in the tender offer materials.

 

EXHIBIT INDEX
Exhibit No.
 
 
 
 
     
     
99.1
 


 

 

EXHIBIT 99.1

 

 

 

Private & Confidential Covis Pharma Group 1 Introduction to AMAG October 2020

 
 

Private & Confidential ADDITIONAL INFORMATION AND WHERE TO FIND IT The tender offer and merger transaction (the “Offer”) between Covis (the “Parent) and AMAG (the “Company”) has not yet commenced. This presentation is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for the offer materials that Parent and its subsidiary (“Merger Sub”) will file with the U.S. Securities and Exchange Commission (the “SEC”) upon commencement of the Offer. At the time the Offer is commenced, Parent and Merger Sub will cause to be filed a tender offer statement on Schedule TO with the SEC, and the Company will file a solicitation/recommendation statement on Schedule 14D - 9 with respect to the Offer. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY THE COMPANY’S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the tender offer statement and the solicitation/recommendation statement will be mailed to the Company’s stockholders free of charge. A free copy of the tender offer statement and the solicitation/recommendation statement will also be made available to all stockholders of the Company by accessing www.amagpharma.com or by contacting the Company’s Investor Relations contact at contactus@amagpharma.com. In addition, the tender offer statement and the solicitation/recommendation statement (and all other documents filed with the SEC) will be available at no charge on the SEC’s website: www.sec.gov, upon filing with the SEC. THE COMPANY’S STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO AND THE SCHEDULE 14D - 9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. 2

 
 

Private & Confidential Our patients are our paramount concern. We market therapeutic solutions for patients with life - threatening conditions and chronic illnesses Covis is led by one of the strongest & longest - tenured senior management teams in the industry Building a diversified global spec pharma platform focused on growth brands and low - risk development products in specialty - focused therapeutic areas Targeting $400 - 500M EBITDA annually within the next 3 years ‘3.0’ 3

 
 

Private & Confidential Covis Pharma (‘Covis’ or ‘Company’) is a privately - held fully integrated global specialty pharmaceutical company focused on opti mizing branded products and executing select low - risk product development initiatives – Currently markets 11 branded products and 3 authorized generics with a therapeutic focus in respiratory & allergy, selling in 55 + markets globally – Covis’ strategy is focused on acquiring non - core, historically undermanaged, high quality pharma assets at attractive multiples then creating value through commercial operations & hard cost - out performance improvement initiatives all driving sales and EBITDA growth  Covis’ is one of the most profitable companies in the sector with > 50% EBITDA margins – The Company is backed by Apollo Management with over $414 billion Assets Under Management  Covis’ operating platform is an efficient business model with a total of ~120 FTEs in Zug, Amsterdam, Canada and US (employed ac ross all operating functions with certain services being outsourced including manufacturing and distribution)  Covis benefits from an efficient operating and financing model, which enables the Company to acquire pharmaceutical assets in to its existing synergistic structure – Incorporated and effectively managed from Luxembourg / Netherlands with branch operations in Zug, Switzerland  Management team has deep industry knowledge and proven ability to execute – Majority of Senior Management have been with the Company since inception and have over 20 years experience in the sector  Management has built an efficient global platform that can be leveraged to acquire, integrate and optimize pharmaceutical pro duc ts – Long record of operational excellence from acquiring non - core, historically undermanaged assets and optimizing the brands to rea lize untapped value for all stakeholders – Covis’ track record of success is driven by management’s seamless deal execution from diligence to onboarding and operational ex cellence, driving consistent financial overperformance 1 2 3 4 5 Covis Overview 6 4

 
 

Private & Confidential ▪ April 2015: Divested majority of product portfolio to Concordia International Corp in a deal valued at $1.2 billion ▪ Managed 3 year TSA period with Concordia ▪ May 2015: Acquired Shionogi asset #1 ▪ Nov 2016: Acquired Shionogi asset #2 ▪ 2Q 2013: Acquired Sanofi portfolio ▪ 4Q13: Received FDA approval of Lanoxin line extension ▪ 1Q 2014: Acquired AstraZeneca asset #1 ▪ Launched Cardio S&M initiative ▪ Launched Acute Care salesforce ▪ 2Q 2014: Acquired late stage clinical asset ▪ ANDA dev deal signed GSK asset #2 ▪ Launched oncology S&M initiative ▪ Launched various AGs ▪ 4Q 2014: Acquired WellSpring portfolio ▪ 4Q 2014: Acquired Bayer asset Covis’ investment thesis continues to result in success through strong execution of both performance improvement initiatives & a cquisitions  Covis’ track record of success has been driven by the long tenured management team’s disciplined principal investing approach fr om diligence to seamless onboarding, leading to multiple closed deals with partners including AZ, GSK, and Shionogi, making Covis the ‘partner of choi ce’  Management has integrated assets quickly, grown acquired products and completed development initiatives ahead of plan and wit hin budget  Since inception, Management has completed 17 transactions with a history of monetizing investments every four years  Post - acquisition, Management has historically increased Net Sales by 25 - 65% CAGR within 2 - 3 years despite Management underwritin g conservative sales increases ▪ Dec 2011: Purchased initial portfolio from GSK ▪ Remediated legacy stockout positions on one - third of 29 acquired SKUs 2011 - 2012 2013 - 2014 2015 - 2016 2020 Onward ▪ 2020+ ‘Covis 3.0’: Strategic objectives include: ▪ Target to execute 2 - 3 transactions per annum ▪ Current deal pipeline of >$2.0 billion ▪ Low risk development programs ▪ Continue to execute on all organic growth commercial initiatives ▪ April 2017: Acquired AZ asset #2 ▪ July 2017: Acquired Sunovion portfolio ▪ Established Market Access strategic contracting capability ▪ Nov 2017: Acquired Acorda asset ▪ April 2018: Launched US Respiratory salesforce ▪ July 2018: Signed various closed network commercial contract significantly increasing respi sales ▪ December 2018: Acquired AZ Ciclesonide global rights 2017 - 2019 Covis History & Transformation ‘1.0’ ‘3.0’ ‘2.0’ 5

 
 

Private & Confidential ‘ Covis 3.0’ Vision M&A and BD Strategy Continue to drive organic growth & LCM 1) of core business within heme - onc , hospital and respiratory franchises 1 Diversify product portfolio and geographic concentration via additional product and business acquisitions 2 Build scale and achieve critical mass across core regions and therapeutic areas (‘TAs’) 3 TA diversification within the two therapeutic franchises utilizing commercial and market access synergies:  Core segments: heme - onc , hospital, nephrology, maternal health, respiratory and allergy  Adjacent: oncology supportive care, pulmonology, critical care, neonatal care, ENT, specialty pediatrics  Attractive TAs: rare disease, metabolic & endocrinology, transplant, specialty CNS 4 De - risked development of late stage growth assets 5 Continue to foster and instill in staff ‘high performance results - oriented’ culture 6 6 1) LCM = life cycle management

 
 

Private & Confidential Europe incl. France, Germany, Italy, Spain, United Kingdom, Poland, Netherlands, Finland, Hungary, Hungary, Norway, Switzerland Africa / MENA incl. UAE, South Africa, GCC Emerging markets incl. Russia, CIS APAC China, Australia, South Korea LATAM incl. Mexico, Brazil, Colombia, Argentina North America incl. USA, Canada Global Specialty Pharma Platform of Scale  Flexible and opportunistic strategy for product distribution and commercialization leveraging direct sales and marketing, commercial partners, distributors and wholesalers  Ability to quickly onboard and integrate acquired assets into an operationally proven global platform Global Footprint in 55+ Markets Dynamic Distribution Model Sales Split by Geography Staff by Geography 7

 
 

Private & Confidential Ibrahim Jabri Director, Alter Domus _____________________ 8 Michael Porter Chief Executive Officer ______________________ Alexander Mironov Chief Business Officer ______________________ Aziza Johnson EVP, Reg & Scientific Affairs ______________________ Al Tenuto EVP, General Manager, US ______________________ Board of Directors Senior Management Francesco Tallarico General Counsel ______________________ Nick Kelly SVP, Supply Chain ______________________ Jim Hall SVP, GM, Canada ______________________ Steen Vangsgaard GM, Europe ______________________ Michael Porter Chief Executive Officer, Covis Pharma _________________________ Rajiv DeSilva Chairman _________________________ Sam Feinstein Partner, Apollo Global Management _________________________ Barry Levinson Managing Director, Princeton Biopharma _________________________ John Kiely Independent _________________________ Michael Saffer Principal, Apollo Global Management _________________________ Fabio Fazio SVP, QA & Tech Transfers ______________________ Ozgur Kilic Chief Financial Officer ______________________ Bruno Bagnouls Products & Innovation Group Head, Alter Domus _____________________ Gaetan Dumont Founder, The Square Finance _____________________ Caroline Manogue Former EVP, Chief Legal Officer, Endo _____________________ Xavier Rouviere Sr. Legal Manager, Alter Domus _____________________ Clinton Lewis Former EVP, Group President, Zoetis _____________________ Robert Sorrel Associate, Apollo Global Management _____________________ Distinguished Board, Advisory Committee and Management Team

 
 

Private & Confidential Full Operational Platform Business Development and M&A Regulatory and Scientific Affairs Quality Assurance and Tech Transfers Supply Chain Commercial Finance Covis has a full operational platform in - house to execute the acquisition and complete a successful integration of the transaction Diligence w/ Cross - functional Planning and Execution 1 Seamless Transition, Onboarding, and Integration 2 Collaborative Communication to All Involved Stakeholders 3 9

 
 

Private & Confidential ‘Buy and Build’ Business Development Strategy Under - performing products Multi - TA Acquire Revenue Generating Products ▪ Underpromoted / underperforming products across TAs and regions ─ Heme - onc and oncology supportive care ─ Hospital, including critical care ─ Pulmonology and respiratory ▪ Complex regulatory pathways and high barriers of entry Growth assets Heme - onc , hospital, pulmonology and respiratory Acquire / In - License Rights ▪ Pre - commercial products across North America and EU ▪ Low risk development or with defined and achievable distinct clinical end points (Phase 2b/3) ─ Combination Respi products ─ Reformulations, e.g. MDI to respules , , reformulations of injectable specialty products with new excipients or dosage forms ─ New indication of already approved molecules with clear clinical & pharmacoeconomic value propositions ─ New molecules and biologics Transformative M&A Heme - onc , oncology supportive care, hospital, pulmonology and respiratory Strategic M&A ▪ Commercial stage companies, growth pipeline, drug delivery technology / platform, drug development capabilities ▪ Impaired / Underperforming / Distressed Companies ▪ Take privates (non - hostile) ▪ Realization of synergies Critical mass via regional bolt - on acquisitions Multi - TA Acquire Revenue Generating Assets and Companies ▪ Canada business units within large organizations or standalone businesses ▪ EU distributors or front office companies ▪ EU & North America mature assets Business Development Strategy Covis internalized the BD function in 2016 creating a best in class ‘deal shop’ mentality BD and M&A team • Full scope functional team able to filter, source, diligence and execute transactions seamlessly • Deep proprietary network for deal flow and able to self - source financing at very attractive market rates • Closed ~10% of submitted offers. Historically submitting 3 non - binding offers per month 10

 
 

Private & Confidential Benefits of Being a Private Company 11 Public Markets Private View on Value Creation Short term focus on quarterly earnings Focus on long - term value creation Investor Base Ongoing turnover with hundreds of shareholders Committed strategic partner Key Metrics Revenue growth and Earnings Per Share EBITDA growth and Free Cash Flow generation Approach to Strategy Focus on simplicity and stability Limited tolerance for short - term volatility impacts long - term thinking Flexibility to think creatively Ability to manage through volatility Focus on attractive risk - reward Incentives Short - term incentives of public markets impact longer term opportunities Management and investors are focused on long - term equity value creation

 
 

Private & Confidential 12