UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 14D-9

(Rule 14d-101)

 

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

AMAG Pharmaceuticals, Inc.

(Name of Subject Company)

 

 

 

AMAG Pharmaceuticals, Inc.

(Name of Person(s) Filing Statement)

 

 

 

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

 

00163U106

(CUSIP Number of Class of Securities)

 

Joseph D. Vittiglio

AMAG Pharmaceuticals, Inc.

Executive Vice President, General Counsel,

Chief Business Officer & Corporate Secretary

1100 Winter Street

Waltham, Massachusetts 02451 (617) 498-3300

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

 

 

 

With copies to:

 

Stuart M. Cable, Esq.

Jacqueline Mercier, Esq.

Lillian Kim, Esq.

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

(617) 570-1000

 

 

 

xCheck the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 

 

 

 

This Schedule 14D-9 filing relates solely to preliminary communications made before the commencement of a planned cash tender offer (the “Offer”) by Covis Mergerco Inc., a Delaware corporation (“Merger Sub”) and an indirect wholly owned subsidiary of Covis Group S.à r.l., a Luxembourg company (“Parent”), to acquire all of the issued and outstanding shares of the common stock, par value $0.01 per share, of AMAG Pharmaceuticals, Inc., a Delaware corporation (the “Company”), to be commenced pursuant to the Agreement and Plan of Merger, dated as of October 1, 2020, by and among Parent, Merger Sub, the Company, and (in respect of specific matters) Covis Finco S.à r.l., a Luxembourg company (the “Merger Agreement”). Upon the consummation of the Offer, Merger Sub will merge with and into the Company (the “Merger”) pursuant to Section 251(h) of the Delaware General Corporation Law with the Company as the surviving corporation.

 

  · Exhibit 99.1: Presentation to the employees of the Company on October 13, 2020

 

Additional Information and Where to Find It

 

The Offer referred to in this report has not yet commenced. This communication 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 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 rnofsinger@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.

 

 

 

 

Forward-Looking Statements

 

This communication contains forward-looking statements. Forward-looking statements relate to future events or the Company’s future financial performance. The Company 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. The Company 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 the Company’s control. The Company’s 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: (i) risks associated with the timing of the closing of the proposed Offer and Merger, including the risks that a condition to closing would not be satisfied or that any of the committed financing will not be available within the expected timeframe or at all or that the closing of the proposed Offer or Merger will not occur; (ii) the outcome of any legal proceedings that may be instituted against the parties and others related to the Merger Agreement; (iii) unanticipated difficulties or expenditures relating to the proposed Offer or the Merger, the response of business partners and competitors to the announcement of the proposed Offer or the Merger, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed Offer or the Merger; and (iv) those risks detailed in the Company’s most recent Annual Report on Form 10-K and any subsequent reports filed with the SEC, including its Current Reports on Form 8-K, its Quarterly Reports on Form 10-Q, including for the quarters ended March 31, 2020 and June 30, 2020, and any other documents that may be filed by the Company from time to time with the SEC. Accordingly, you should not rely upon forward-looking statements as predictions of future events. The Company 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. The Company 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.

 

 

 

 

Exhibit Index

 

Exhibit
Number
  Description
99.1   Presentation to the employees of the Company on October 13, 2020

 

 

 

 

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