UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
6-K
Report of
Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
under the
Securities Exchange Act of 1934
For the month
of April 2023
Commission File
Number: 001-39365
Amryt
Pharma PLC
(Translation of registrant’s name
into English)
Dept 920a 196
High Road, Wood Green,
London, United
Kingdom, N22 8HH
(Address of principal executive
office)
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(1):
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(7):
Introductory
Note.
As previously
announced on January 8, 2023, Amryt Pharma Plc, a public limited
company incorporated in England and Wales (“Amryt” or the
“Company”), entered into a transaction agreement (as it may
be amended, the “Transaction Agreement”) with Chiesi
Farmaceutici S.p.A., an Italian società per azioni
(“Chiesi”), pursuant to which Chiesi agreed to acquire the
entire issued and to be issued share capital of the Company (the
“Transaction”) by means of a court-sanctioned scheme of
arrangement (the “Scheme of Arrangement”) under Part 26 of
the U.K. Companies Act 2006.
Completion of
Acquisition.
On March 31,
2023, the High Court of Justice of England and Wales (the
“Court”) sanctioned the Scheme of Arrangement at a hearing
convened by the Court. On April 12, 2023 (the “Closing
Date”), the Company and Chiesi consummated the Transaction in
accordance with the Transaction Agreement and the Scheme of
Arrangement. At the effective time of the Scheme of Arrangement
(the “Effective Time”):
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all ordinary shares, par value £0.06 per share, of Amryt
(“Amryt Ordinary Shares”) were acquired by Chiesi pursuant
to the Scheme of Arrangement;
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holders of Amryt Ordinary Shares as of the record time for the
Scheme of Arrangement were, on the terms set out in the Scheme of
Arrangement, provided the right to receive for each Amryt Ordinary
Share held by them at such time an amount equal to (1) $2.90 in
cash plus (2) one Milestone 1 CVR and one Milestone 2 CVR (each as
defined below); and
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accordingly, holders of American Depositary Shares of Amryt,
which each represented a beneficial interest in five Amryt Ordinary
Shares (“Amryt ADSs”), as of the time that the Scheme of
Arrangement became effective were provided the right to receive for
each Amryt ADS an amount equal to (1) $14.50 in cash (less a $0.05
per Amryt ADS distribution fee and any other fees and expenses
payable by such holders pursuant to the terms of the deposit
agreement by and between Amryt and Citibank, N.A., as depositary
for the Amryt ADSs (the “Depositary”)) plus (2) five
Milestone 1 CVRs and five Milestone 2 CVRs.
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At the
Effective Time, subject to all required withholding taxes:
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Pursuant to the Transaction Agreement, all options to purchase
Amryt Ordinary Shares or Amryt ADSs, as applicable, (other than the
options granted to holders subject to taxes in the Republic of
Ireland with an exercise price that was lower than $14.50 per Amryt
ADS or $2.90 per Amryt Ordinary Share, as applicable (the “Irish
Company Options”) and certain options at an exercise price per
Amryt ADS of $14.68 (the “Specified Company Options”)),
vested in full and were automatically canceled and converted into a
right to receive, (i) a cash payment equal to the “in-the-money”
value of the option based on the value of the cash consideration to
which holders of Amryt Ordinary Shares or Amryt ADSs were entitled;
and (ii) the same CVRs (as defined below) to which holders of Amryt
Ordinary Shares or Amryt ADSs were entitled; and any such options
which were “out-of-money” were automatically canceled without any
payment. Each Specified Company Option became fully vested and was
canceled and converted into the right to receive at the Effective
Time the same CVRs per Amryt ADS subject to such Specified Company
Option and the payment in respect thereof was reduced by an amount
equal to the excess of the exercise price over the per Amryt ADS
cash consideration payable to holders of Amryt ADSs. In addition,
each Irish Company Option became fully vested and each holder of
such option has exercised, or has been deemed to have exercised,
their Irish Company Options, within a specified period and any
resulting Amryt Ordinary Shares (or converted number of Amryt
Ordinary Shares for Irish Company Options subject to Amryt ADSs)
acquired on exercise were acquired by Chiesi under the Transaction
Agreement and the Scheme of Arrangement, and any Irish Company
Options not exercised or deemed to have been exercised within the
specified period lapsed and ceased to be exercisable in accordance
with their terms.
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All time-based restricted stock units with respect to Amryt
Ordinary Shares or Amryt ADSs, as applicable, that were outstanding
immediately prior to the Effective Time (the “Company RSUs”)
(other than the Company RSUs granted to holders subject to taxes in
the Republic of Ireland (the “Irish Company RSUs”)) became
fully vested and were canceled and converted into the right to
receive at the Effective Time the same cash payment and CVRs to
which holders of Amryt Ordinary Shares or Amryt ADSs were entitled;
and the Irish Company RSUs that were outstanding immediately prior
to the Scheme Record Time (as such term is defined in the Scheme of
Arrangement), conditional upon the sanction of the Court of the
Scheme of Arrangement, became fully vested, and holders of such
Irish Company RSUs received the corresponding number of Amryt
Ordinary Shares (and if any Irish Company RSUs were subject to
Amryt ADSs, received the corresponding number of Amryt Ordinary
Shares at a conversion ratio of one Amryt ADS to five Amryt
Ordinary Shares), and such Amryt Ordinary Shares were acquired by
Chiesi under the Transaction Agreement and the Scheme of
Arrangement.
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All performance-based restricted stock units with respect to
Amryt Ordinary Shares that were outstanding immediately prior to
the Effective Time (the “Company PSUs”) (other than the
Company PSUs granted to holders subject to taxes in the Republic of
Ireland (the “Irish Company PSUs”)) became vested in respect
of 150% of the number of Amryt Ordinary Shares subject to such
Company PSUs, pursuant to the terms of such Company PSUs and were
canceled and converted into the right to receive the same cash
payment and CVRs to which holders of Amryt Ordinary Shares were
entitled; and the Irish Company PSUs that were outstanding
immediately prior to the Scheme Record Time (as such term is
defined in the Scheme of Arrangement), conditional upon the
sanction of the Court to the Scheme of Arrangement, became vested
in respect of 150% of the number of Amryt Ordinary Shares subject
to such Irish Company PSUs, pursuant to the terms of such Irish
Company PSUs, and holders of such Irish Company PSUs received the
corresponding number of Amryt Ordinary Shares, and such Amryt
Ordinary Shares were acquired by Chiesi under the Transaction
Agreement and the Scheme of Arrangement.
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The
foregoing description of the Transaction does not purport to be
complete and is qualified in its entirety by reference to the
Transaction Agreement, which is incorporated by reference as
Exhibit 99.1 and is incorporated by reference herein.
CVR
Agreement.
Pursuant to
the CVR Agreement, at the Effective Time, the Company issued to
each holder of Amryt Ordinary Shares as of the record time for the
Scheme of Arrangement (including the Depositary for onward delivery
to the registered holders of Amryt ADSs) (i) a contractual
contingent value right representing the right to receive $0.20 in
cash upon approval issued by the U.S. Food and Drug Administration
(the “FDA”) for Filsuvez®, with any such approval to include
a labelled indication related to wound healing in patients with
recessive dystrophic epidermolysis bullosa (or a broader
indication), on or prior to December 31, 2024 (the “Milestone 1
CVR”) and (ii) a contractual contingent value right
representing the right to receive $0.30 in cash upon the successful
receipt of a Priority Review Voucher from the FDA on or prior to
December 31, 2024 (or, if Milestone 1 is achieved during December
2024, January 31, 2025) (the “Milestone 2 CVR” and, together
with the Milestone 1 CVR, the “CVRs”).
Pursuant to the Transaction
Agreement, Chiesi and Computershare Inc. (together with its
affiliate, the “Rights Agent”) entered into a Contingent
Value Rights Agreement (the “CVR Agreement”) on April 12,
2023, governing the terms of the CVRs issued and to be issued in
connection with the Transaction, including under the Scheme of
Arrangement, the Exchange Agreement (as defined below) and the
Indenture (as defined below).
The
foregoing description of the CVR Agreement does not purport to be
complete and is qualified in its entirety by reference to the CVR
Agreement, which is attached hereto as Exhibit 99.2 and is
incorporated by reference herein.
Exchange
Agreement.
On April 12,
2023, Amryt Pharmaceuticals, Inc. (“Amryt Pharmaceuticals”),
a subsidiary of the Company, and Chiesi entered into certain
Exchange Agreements (collectively, the “Exchange Agreement”)
with certain investors party to such Exchange Agreements, pursuant
to which such investors have agreed to exchange (the
“Exchange”) certain 5.00% senior secured convertible notes
of the Company due 2025 (the “Convertible Notes”) for cash
consideration, including all accrued and unpaid interest thereon,
and CVRs. Other than accrued and unpaid interest, the consideration
paid to such investors was equal to the consideration that would
otherwise have been payable to such investors if they duly
converted their Convertible Notes after the Effective Time in
accordance with the Indenture. The Exchange is expected to close on
or about April 12, 2023, subject to customary closing conditions
for a transaction of this type. After giving effect to the
Exchange, only approximately $715,357 aggregate principal amount of
the Convertible Notes will remain outstanding.
Supplemental
Indenture.
On April 12,
2023, the Company, Amryt Pharmaceuticals, the other guarantors
party thereto, Chiesi, and GLAS Trust Company LLC (the
“Trustee”) entered into that certain Ninth Supplemental
Indenture (the “Supplemental Indenture”) to the Indenture
dated as of September 24, 2019 (as supplemented, the
“Indenture”) by and among Amryt Pharmaceuticals, the
guarantors party thereto, and Trustee pursuant to which Amryt
Pharmaceuticals issued the Convertible Notes in the initial
aggregate principal amount of $125,000,000.
Pursuant to
the terms of the Indenture, the Supplemental Indenture is required
to be entered into in connection with the Transaction. The
Supplemental Indenture provides that, from and after giving effect
to any adjustments as a result of the related Make-Whole
Fundamental Change (as defined in the Indenture), the Conversion
Consideration (as defined in the Indenture) due upon conversion of
any $1,000 principal amount of Convertible Notes shall be changed
into a right to convert such principal amount of Convertible Notes
into the number of Reference Property Units (as defined in the
Supplemental Indenture) that a holder of a number of Amryt Ordinary
Shares equal to the Conversion Rate (as defined in the Indenture)
in effect on the applicable Conversion Date (as defined in the
Indenture) would be entitled to receive.
The
foregoing description of the Supplemental Indenture does not
purport to be complete and is qualified in its entirety by
reference to the Indenture and the Supplemental Indenture. A copy
of the Indenture was filed as Exhibit 10.6 to the registration
statement on Form F-1 filed by the Company on June 23, 2020, and a
copy of the Supplemental Indenture is filed as Exhibit 99.3 hereto
and incorporated by reference herein.
Termination of
a Material Definitive Agreement.
In connection
with the closing of the Transaction, Amryt Pharmaceuticals will
repay in full all amounts due and owing, and terminate all
commitments and obligations under, that certain Credit Agreement,
dated as of February 18, 2022 (as amended, supplemented, or
otherwise modified from time to time, the “Credit
Agreement”), by and among the Company, Amryt Pharmaceuticals,
Ares Capital Corporation, as administrative agent and collateral
agent (in such capacities, the “Administrative Agent”), and
the other parties thereto. The payment to the Administrative Agent,
on behalf of the lenders party to the Credit Agreement, will be
approximately $111,000,000, which includes payoff amounts for
principal, interest, fees, and other items. The Company and its
subsidiaries (or the Administrative Agent at their direction) will
also enter into, or otherwise file or cause to be filed, certain
other release and termination documentation to discharge the
Administrative Agent’s security interest over certain assets of the
Company and such subsidiaries.
Notice of
Delisting.
In connection
with the consummation of the Transaction, the trading of the Amryt
ADSs was halted at 8:00 p.m. EDT on April 11, 2023 and the Company
requested that the Nasdaq Global Select Market (“Nasdaq”)
suspend trading of Amryt ADSs (Nasdaq: AMYT) (which suspension was
granted effective prior to the open of business on April 13, 2023)
and file with the SEC a Notification of Removal from Listing and/or
Registration on Form 25 to delist and deregister Amryt ADSs under
Section 12(b) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). As a result, Amryt ADSs will no longer
be listed on Nasdaq. In addition, the Company intends to file with
the SEC a certification on Form 15F requesting that its reporting
obligations under Sections 13(a) and 15(d) of the Exchange Act be
suspended.
Departure of
Directors.
Pursuant to
the Transaction Agreement, on the Closing Date, each of the
directors of the Company resigned from the board of directors of
the Company.
Press
Release.
On April 12,
2023, the Company and Chiesi issued a joint press release
announcing the completion of the Transaction. A copy of the press
release is attached hereto as Exhibit 99.4 to this report and is
incorporated by reference herein.
SIGNATURES
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, thereunto duly authorized.
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Amryt Pharma Plc
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By:
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Name:
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Rory Nealon
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Title:
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Chief Financial Officer
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Date: April 12,
2023 |
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EXHIBIT INDEX
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Exhibit
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Description
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Transaction Agreement, dated as of January 8, 2023, by and
between the Company and Chiesi (incorporated herein by reference to
Exhibit 99.1 to the Company’s Report of Foreign Private Issuer on Form 6-K
dated January 9, 2023 (SEC File No. 001-39365)).
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Contingent Value Rights Agreement, dated as of April 12, 2023,
by and between Chiesi and the Rights Agent.
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Ninth Supplemental Indenture, dated as of April 12, 2023, by
and between the Company, Amryt Pharmaceuticals, the other
guarantors party thereto, Chiesi, and GLAS Trust Company LLC.
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Joint Press Release of the Company and Chiesi, dated
April 12, 2023.
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