Item 1.01 Entry into a Material Definitive Agreement

On December 30, 2021, Amneal Pharmaceuticals LLC, a Delaware limited liability company ("Amneal"), a direct subsidiary of Amneal Pharmaceuticals, Inc., a Delaware corporation (the "Company"), entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with certain entities affiliated with Saol International Limited, a Bermuda limited company (collectively, "Saol Therapeutics"), a private specialty pharmaceutical company, pursuant to which Amneal agreed to (among other things) acquire Saol Therapeutics' baclofen franchise, including LIORESAL®, LYVISPAH™ and a pipeline product under development (the "Acquisition").

Consideration for the Acquisition includes: (i) approximately $83.5 million, paid at closing with cash on hand and (ii) potential royalty payments by Amneal based on annual net sales for certain acquired assets, beginning in 2023.

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 January 5, 2022, the Company issued a press release announcing its entry into the Asset Purchase Agreement. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

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, dated December 30, 2021, by and among
                  Amneal and Saol Therapeutics.

   99.1             Amneal Acquires Saol Therapeutics' Baclofen Franchise dated
                  January 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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