Endo International plc (the “Company”) held an extraordinary general
meeting (the “EGM”) on
October 6, 2022. The EGM was adjourned to this date because a
quorum was not present on September 29, 2022, the date
originally established for the EGM. As was previously disclosed,
the EGM was convened pursuant to Section 1111 of the Irish
Companies Act 2014 (“Section 1111”) which requires an
extraordinary general meeting to be convened to consider whether
any, and if so what, measures should be taken in a situation where
the net assets of a public limited company are half or less of the
amount of the public limited company’s called-up share capital. No resolutions
were proposed and no substantive matters were presented for a vote
or otherwise acted upon at the EGM.
The directors believe that no further actions need to be taken at
this time with respect to Section 1111. As was previously
disclosed, on August 16, 2022, the Company, together with
certain of its direct and indirect subsidiaries, filed voluntary
petitions for relief under Chapter 11 of Title 11 of the United
States Code in the United States Bankruptcy Court for the Southern
District of New York and entered into a Restructuring Support
Agreement with an ad hoc group of creditors holding in excess of
50% of the aggregate outstanding principal amount of certain
secured debt.
Cautionary Information Regarding
Trading in the Company’s Securities.
The Company continues to face certain risks and uncertainties that
have been affecting its business and operations, and these risks
and uncertainties may affect the Company’s ability to enter into a
sale transaction and could impact the outcome of the Company’s
voluntary petitions for relief under chapter 11 of the Bankruptcy
Code in the United States Bankruptcy Court for the Southern
District of New York (collectively, the “Chapter 11 Filings”). Holders of the
Company’s equity securities will likely be entitled to little or no
recovery on their investment following the Chapter 11 Filings, and
recoveries to other stakeholders cannot be determined at this time.
The Company cautions that trading in the Company’s securities given
the pendency of the Chapter 11 Filings is highly speculative and
poses substantial risks. Trading prices for the Company’s
securities may bear little or no relationship to the actual value
realized, if any, by holders of the Company’s securities in the
Chapter 11 Filings. Accordingly, the Company urges extreme caution
with respect to existing and future investments in its
securities.
Forward-looking
statements
Certain information in this Current Report on Form 8-K may be considered “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995 and any applicable Canadian securities
legislation, including, but not limited to, statements with respect
to the restructuring support agreement and the sale transaction,
the Chapter 11 proceedings and recognition proceedings, and any
other statements that refer to our expected, estimated or
anticipated future results or that do not relate solely to
historical facts. Statements including words or phrases such as
“believe,” “expect,” “anticipate,” “intend,” “estimate,” “plan,”
“will,” “may,” “look forward,” “intend,” “guidance,” “future,”
“potential” or similar expressions are forward-looking statements.
All forward-looking statements in this communication reflect Endo’s
current views as of the date of this communication about its plans,
intentions, expectations, strategies and prospects, which are based
on the information currently available to it and on assumptions it
has made. Actual results may differ materially and adversely from
current expectations based on a number of factors, including, among
other things, the following: the outcome of our contingency
planning and restructuring activities; the timing, impact or
results of any pending or future litigation, investigations,
proceedings or claims, including opioid, tax and antitrust related
matters; actual or contingent liabilities; settlement discussions
or negotiations; the Company’s liquidity, financial performance,
cash position and operations; the Company’s strategy; risks and
uncertainties associated with Chapter 11 proceedings; the negative
impacts on the Company’s businesses as a result of filing for and
operating under Chapter 11 protection; the time, terms and ability
to confirm a sale of the Company’s businesses under
Section 363 of the U.S. Bankruptcy Code; the adequacy of the
capital resources of the Company’s businesses and the difficulty in
forecasting the liquidity requirements of the operations of the
Company’s businesses; the unpredictability of the Company’s
financial results while in Chapter 11 proceedings; the Company’s
ability to discharge claims in Chapter 11 proceedings; negotiations
with the holders of the Company’s indebtedness and its trade
creditors and other significant creditors; risks and uncertainties
with performing under the terms of the restructuring support
agreement and any other arrangement with lenders or creditors while
in Chapter 11 proceedings; the Company’s ability to conduct
business as usual; the Company’s ability to continue to serve
customers, suppliers and other business partners at the high level
of service and performance they have come to expect from the
Company; the Company’s ability to continue to pay employees,
suppliers and vendors; the ability to control costs during Chapter
11 proceedings; adverse litigation; the risk that the Company’s
Chapter 11 Cases may be converted to cases under Chapter 7 of the
Bankruptcy Code; the Company’s ability to secure operating capital;
the Company’s ability to take advantage of opportunities to acquire
assets with upside potential; the Company’s ability to execute on
its strategic plan to pursue, evaluate and close an asset sale of
the Company’s businesses pursuant to Section 363 of the U.S.
Bankruptcy Code; the impact of competition, including the loss of
exclusivity and generic competition for VASOSTRICT®; our ability to satisfy
judgments or settlements or pursue appeals including bonding
requirements; our ability to adjust to changing market conditions;
our ability to attract and retain key personnel; our inability to
maintain compliance with financial covenants and operating
obligations which would expose us to potential events of default
under our outstanding indebtedness; our ability to incur additional
debt or equity financing for working capital, capital expenditures,
business development, debt service requirements, acquisitions or
general corporate or other purposes; our ability to refinance our
indebtedness; a significant reduction in our short-term or
long-term revenues which could cause us to be unable to fund our
operations and liquidity needs or repay indebtedness; supply chain
interruptions or difficulties; changes in competitive or market
conditions; changes in legislation or regulatory developments; our
ability to obtain and maintain adequate protection for our
intellectual property rights; the timing and uncertainty of the
results of both the research and development and regulatory
processes, including regulatory decisions, product recalls,
withdrawals and other unusual items; domestic and foreign health
care and cost containment reforms, including government pricing,
tax and reimbursement policies; technological advances and patents
obtained by competitors; the performance, including the approval,
introduction, and consumer and physician acceptance of new products
and the continuing acceptance of currently marketed products; our
ability to integrate any newly acquired products into our portfolio
and achieve any financial or commercial expectations; the impact
that known and unknown side effects may have on market perception
and consumer preference for our products; the effectiveness of
advertising and other promotional campaigns; the timely and
successful implementation of any strategic initiatives; unfavorable
publicity regarding the misuse of opioids; the uncertainty
associated with the identification of and successful consummation
and execution of external corporate development initiatives and
strategic partnering transactions; our ability to advance our
strategic priorities, develop our product pipeline and continue to
develop the market for QWO® and other
products; and our ability to obtain and successfully manufacture,
maintain and distribute a sufficient supply of products to meet
market demand in a timely manner. In addition, U.S. and
international economic conditions, including consumer confidence
and debt levels, taxation, changes in interest and currency
exchange rates, international relations, capital and credit
availability, the status of financial markets and institutions, the
impact of and response to the ongoing COVID-19 pandemic and the impact of
continued economic volatility, can materially affect our results.
Therefore, the reader is cautioned not to rely on these
forward-looking statements. Endo expressly disclaims any intent or
obligation to update these forward-looking statements, except as
required to do so by law.
Additional information concerning risk factors, including those
referenced above, can be found in press releases issued by Endo, as
well as Endo’s public periodic filings with the U.S. Securities and
Exchange Commission and with securities regulators in Canada,
including the discussion under the heading “Risk Factors” in Endo’s
most recent Annual Report on Form 10-K and any subsequent Quarterly
Reports on Form 10-Q or
other filings with the U.S. Securities and Exchange Commission.
Copies of Endo’s press releases and additional information about
Endo are available at www.endo.com or you can contact the Endo
Investor Relations Department at relations.investor@endo.com.
| Item 9.01 |
Financial Statements and Exhibits.
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Exhibit
No.
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Description.
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104 |
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Cover Page Interactive Data File
(embedded within the Inline XBRL document). |
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