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Name | Symbol | Market | Type |
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Amryt Pharma PLC | NASDAQ:AMYT | NASDAQ | Depository Receipt |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 14.70 | 13.45 | 15.95 | 0 | 01:00:00 |
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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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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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Amryt Pharma Plc
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By:
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/s/ Rory Nealon
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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 |
Exhibit
Number
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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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1 Year Amryt Pharma Chart |
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