AMAG PHARMACEUTICALS,INC. (NASDAQ:AMAG) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 Completion of Acquisition or Disposition of Assets
On August6, 2018, AMAG Pharmaceuticals,Inc., a Delaware corporation (the “Company”) completed its previously announced sale (the “Transaction”) of its wholly-owned subsidiary, CBR Acquisition Holdings Corp., a Delaware corporation (“CBR Holdings”), and its Cord Blood Registry®(CBR®) business to GI Chill Acquisition LLC, a Delaware limited liability company and affiliate of GI Partners, a private equity investment firm (together, “GI”). The Transaction was completed to the Stock Purchase Agreement (the “Purchase Agreement”) between the Company and GI, dated June14, 2018, to which the Company agreed to sell CBR Holdings and the CBR business to GI on a cash-free, debt-free basis for $530.0 million in cash, subject to ordinary purchase price adjustments. The Company intends to use a majority of the net proceeds from the CBR sale to redeem its remaining $475.0 million aggregate principal amount of its 7.875% senior notes due 2023 (the “Notes”). The redemption date for the Notes is scheduled for September5, 2018, at which time, the Company expects to pay an aggregate redemption price, including premium and accrued interest, of approximately $503.5 million.
The Purchase Agreement contains certain representations and warranties regarding CBR Holdings and the CBR business, including with respect to CBR Holdings’ organization and authority, financial statements, contracts and commitments, employee matters, intellectual property, and compliance with law, as well as other customary representations and warranties. to the terms of the Purchase Agreement, each party has agreed to indemnify the other for losses arising from certain breaches of the Purchase Agreement, including breaches of certain representations and warranties, and for certain other matters as more fully described in the Purchase Agreement.
The parties also entered into certain ancillary agreements in connection with their entry into the Purchase Agreement, including a transition services agreement outlining certain services the Company will provide to CBR Holdings and its subsidiaries following the closing, and a non-compete agreement whereby the Company has agreed to refrain from, among other things, collecting, processing, storing and/or testing cord blood and/or cord tissue (i.e., stem cells in connection with cord blood and/or cord tissue services, other than where such activities would be in connection with or incidental to an intended therapeutic use of stem cells) on a world-wide basis for three years, effective as of the closing.
The foregoing descriptions of the Transaction and the Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of the Purchase Agreement, a copy of which is incorporated by reference as Exhibit2.1 hereto, which is incorporated herein by reference. Additional details regarding the Transaction, including the impact on the Company’s financial statements, can be found in the Company’s Quarterly Report on Form10-Q for the quarter ended June30, 2018, filed on August3, 2018.
In connection with the completion of the Transaction, the Company is attaching as Exhibit99.2 hereto certain pro forma financial information giving pro forma effect to the Transaction as of the dates indicated therein.
Item 7.01. Regulation FD Disclosure.
A copy of the press release announcing the closing of the Transaction is furnished herewith as Exhibit99.1 to this Current Report on Form8-K.
Item 9.01. Financial Statements and Exhibits.
(b)Pro forma financial information.
Attached as Exhibit99.2 hereto and incorporated by reference herein is the pro forma financial information required to be furnished under this Item 9.01(b).