BRIDGEWATER, N.J., March 27, 2018 /PRNewswire/ -- Impax
Laboratories, Inc. (NASDAQ: IPXL), today announced that
at its special meeting of stockholders held today, Impax
stockholders overwhelmingly approved the previously announced
business combination of Impax with Amneal Pharmaceuticals LLC. At
the meeting, 51.8 million shares, or approximately 99% of votes
cast, voted in favor of the business
combination.
"We appreciate the strong support we have received from Impax
shareholders for our transformational combination with Amneal,"
said Paul Bisaro, President and
Chief Executive Officer of Impax. "Today's approval represents an
important milestone in the process to combine our two organizations
and create a diversified pharmaceutical company with stronger
capabilities and greater resources. We look forward to continuing
to work closely with Amneal to complete the transaction so we can
provide greater access to safe and affordable medicine for
patients, open up new opportunities for our employees and deliver
enhanced value for shareholders."
Impax's shareholder approval satisfies one of the conditions to
the closing of the transaction. The closing of the transaction
remains subject to certain regulatory approvals and satisfaction of
customary closing conditions, and is expected to occur in the
second quarter of this year.
About Amneal
Amneal Pharmaceuticals LLC, a
privately-held company headquartered in Bridgewater, New Jersey, is one of the largest
and fastest growing generic pharmaceutical manufacturers in
the United States. Founded in
2002, Amneal now has more than 5,000 employees in its operations in
North America, Asia, and Europe, working together to bring
high-quality, affordable medicines to patients worldwide. Amneal
has significantly expanded its portfolio of generic products to
include complex dosage forms in a broad range of therapeutic areas.
For more information, visit www.amneal.com.
About Impax
Impax Laboratories, Inc. is a
specialty pharmaceutical company applying its formulation expertise
and drug delivery technology to the development of
controlled-release and specialty generics in addition to the
development of central nervous system disorder branded products.
Impax markets its generic products through its Impax Generics
division and markets its branded products through the Impax
Specialty Pharma division. Additionally, where strategically
appropriate, Impax develops marketing partnerships to fully
leverage its technology platform and pursues partnership
opportunities that offer alternative dosage form technologies, such
as injectables, nasal sprays, inhalers, patches, creams, and
ointments. For more information, please visit Impax's web site at:
www.impaxlabs.com.
Forward-Looking Statements
This communication
includes "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements are based on our
beliefs and assumptions. These forward-looking statements are
identified by terms and phrases such as: anticipate, believe,
intend, estimate, expect, continue, should, could, may, plan,
project, predict, will, target, potential, forecast, and the
negative thereof and similar expressions. Forward-looking
statements by their nature address matters that are, to different
degrees, uncertain, such as statements about the potential timing
or consummation of the proposed transaction or the anticipated
benefits thereof, including, without limitation, future financial
and operating results. Impax cautions readers that these and other
forward-looking statements are not guarantees of future results and
are subject to risks, uncertainties and assumptions that could
cause actual results to differ materially from those expressed in
any forward-looking statements. Important risk factors that could
cause actual results to differ materially from those indicated in
any forward-looking statement include, but are not limited to: (i)
the ability to obtain regulatory approvals, or the possibility that
they may delay the transaction between Impax Laboratories, Inc.
("Impax") and Amneal Pharmaceuticals LLC ("Amneal") pursuant to the
Business Combination Agreement dated as of October 17, 2017 by and among Impax, Amneal,
Atlas Holdings, Inc. ("Holdco"), and K2 Merger Sub Corporation, as
amended by Amendment No. 1, dated November
21, 2017, and Amendment No. 2, dated December 16, 2017 or that such regulatory
approval may result in the imposition of conditions that could
cause the parties to abandon the transaction, (ii) the risk that a
condition to effecting the transaction may not be satisfied; (iii)
the ability of Impax and Amneal to integrate their businesses
successfully and to achieve anticipated synergies, (iv) the
possibility that other anticipated benefits of the proposed
transaction will not be realized, including without limitation,
anticipated revenues, expenses, earnings and other financial
results, and growth and expansion of the new combined company's
operations, and the anticipated tax treatment, (v) potential
litigation relating to the proposed transaction that could be
instituted against Impax, Amneal or their respective directors,
(vi) possible disruptions from the proposed transaction that could
harm Impax's and/or Amneal's business, including current plans and
operations, (vii) the ability of Impax or Amneal to retain, attract
and hire key personnel, (viii) potential adverse reactions or
changes to relationships with clients, employees, suppliers or
other parties resulting from the announcement or completion of the
transaction, (ix) potential business uncertainty, including changes
to existing business relationships, during the pendency of the
business combination that could affect Impax's or Amneal's
financial performance, (x) certain restrictions during the pendency
of the transaction that may impact Impax's or Amneal's ability to
pursue certain business opportunities or strategic transactions,
(xi) continued availability of capital and financing and rating
agency actions, (xii) legislative, regulatory and economic
developments; (xiii) unpredictability and severity of catastrophic
events, including, but not limited to, acts of terrorism or
outbreak of war or hostilities, as well as management's response to
any of the aforementioned factors; and (xiv) such other factors as
are set forth in Impax's periodic public filings with the SEC,
including but not limited to those described under the headings
"Risk Factors" and "Cautionary Statement Regarding Forward-Looking
Information" in Impax's Form 10-K for the fiscal year ended
December 31, 2017, in the Form S-4
filed by Holdco, in the definitive proxy statement on Schedule 14A
filed by Impax and in Impax's other filings made with the SEC from
time to time, which are available via the SEC's website at
www.sec.gov. While the list of factors presented here is, and the
list of factors to be presented in the proxy statement are,
considered representative, no such list should be considered to be
a complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to
the realization of forward looking statements. Consequences of
material differences in results as compared with those anticipated
in the forward-looking statements could include, among other
things, business disruption, operational problems, financial loss,
legal liability to third parties and similar risks, any of which
could have a material adverse effect on Impax's or Amneal's
consolidated financial condition, results of operations, credit
rating or liquidity. In light of these risks, uncertainties and
assumptions, the events described in the forward-looking statements
might not occur or might occur to a different extent or at a
different time than Impax has described. All such factors are
difficult to predict and beyond our control. All forward-looking
statements included in this document are based upon information
available to Impax on the date hereof, and unless legally required,
Impax disclaims and does not undertake any obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
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SOURCE Impax Laboratories, Inc.
