Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
November 21 2017 - 5:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 21, 2017 (November 21, 2017)
IMPAX LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34263
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65-0403311
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(State of
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(Commission File Number)
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(IRS Employer
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Incorporation)
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Identification No.)
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30831 Huntwood Avenue, Hayward,
CA
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94544
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(Address of principal executive offices)
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(Zip Code)
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(510)
240-6000
Registrants telephone number, including area code
N/A
(Former name or
former address, if changed since last report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230-425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On November 21, 2017, Impax Laboratories Inc., a Delaware corporation (the
Company
), entered into Amendment No. 1
(
Amendment No.
1
) to the Business Combination Agreement, dated October 17, 2017 (the
Business Combination Agreement
) with 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 (
Merger Sub
) and Amneal Pharmaceuticals LLC (
Amneal
), whereby,
among other things, at the closing (the
Closing
) of the transactions contemplated by the Business Combination Agreement (the
Transactions
), Merger Sub will merge with and into the Company (the
Impax
Merger
), with the Company surviving the Impax Merger as a direct wholly-owned subsidiary of Holdco. In connection with the Closing, Holdco will be renamed Amneal Pharmaceuticals, Inc. (
New Amneal
).
In connection with the Transactions, Amneal Holdings, LLC has entered into a definitive purchase agreement with select institutional investors
including TPG Capital and funds affiliated with Fidelity Management & Research Company (the
PIPE Investors
), pursuant to which the PIPE Investors will acquire from Amneal Holdings, LLC shares of New Amneal common stock
(the
PIPE Transaction
). In connection with the PIPE Transaction, Amneal desires to revise the capital structure of New Amneal to provide for
Class B-1
common stock, in addition to the
originally contemplated Class A common stock and Class B common stock (the
Capital Structure Changes
). In order to implement the Capital Structure Changes, Amendment No. 1 provides for certain revisions to the forms
of each of (i) the Amended and Restated Certificate of Incorporation of Holdco, (ii) the Amended and Restated Bylaws of Holdco, (iii) the Third Amended and Restated Limited Liability Agreement of Amneal Pharmaceuticals LLC,
(iv) the Stockholders Agreement entered into on October 17, 2017, by and among Holdco, Amneal Pharmaceuticals Holding Company, LLC, AP Class D Member, LLC, AP Class E Member, LLC, AH PPU Management, LLC, and (v) the Tax
Receivable Agreement, by and among New Amneal, Amneal and the Amneal Members party thereto, which are each attached as an exhibit to the Business Combination Agreement.
****
The foregoing description
of Amendment No. 1 and the exhibits thereto is qualified in its entirety by the full text of Amendment No. 1 and the exhibits thereto, attached hereto as Exhibit 2.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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IMPAX LABORATORIES, INC.
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By
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/s/ Bryan M. Reasons
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Name:
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Bryan M. Reasons
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Title:
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Senior VP, Finance and Chief Financial Officer
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Date: November 21, 2017
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