Item 1.01 Entry into a Material Definitive Agreement
On
Consideration for the Acquisition includes: (i) approximately
The Asset Purchase Agreement contains various representations, warranties and covenants that are customary in transactions of this type. Additionally, in connection with the closing of the Acquisition, the Asset Purchase Agreement provides that Amneal and Saol Therapeutics will enter into certain additional ancillary agreements, including a transition services agreement and certain other customary agreements. The closing of the Acquisition is subject to the satisfaction of customary closing conditions, including clearance under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and client consents to the transfer of contracts.
The foregoing description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference the full text of the Asset Purchase Agreement, which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure
On
The information in this Current Report on Form 8-K furnished pursuant to Item 7.01 shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act if such subsequent filing specifically references the information furnished pursuant to Item 7.01 of this Current Report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are incorporated by reference herein:
Exhibit No. Description 2.1 Asset Purchase Agreement, datedDecember 30, 2021 , by and among Amneal and Saol Therapeutics. 99.1 Amneal Acquires Saol Therapeutics' Baclofen Franchise datedJanuary 5, 2022 (furnished pursuant to Item 7.01). 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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