Chiesi Farmaceutici S.p.A. entered into a definitive agreement to acquire Amryt Pharma plc (NasdaqGS:AMYT) from Athyrium Capital Management, LP, Highbridge Capital Management, LLC, Joe Wiley, Rory Nealon, Ray Stafford and others for $1.1 billion on January 8, 2023. The transaction will be effected by means of a scheme of arrangement. Under the terms of the transaction, Amryt shareholders will receive $14.50 per ADS cash upfront, plus CVRs of up to $2.50 per ADS are payable if certain milestones related to Amryt's product Filsuvez® are achieved before December 31, 2024, consisting of $1.00 per ADS upon FDA approval of Filsuvez® and $1.50 per ADS upon successful receipt of a priority review voucher from the FDA.

The transaction is endorsed and supported by voting agreements entered into with Amryt's lead shareholders: funds managed by Athyrium Capital Management LP and Highbridge Capital Management and the Founders – Joe Wiley, Rory Nealon and Chairman Ray Stafford. The transaction was unanimously approved by both Chiesi and Amryt Boards of Directors and is subject to the approval of Amryt shareholders, sanction by the High Court of Justice of England and Wales (the “Court”) and other customary closing conditions, including regulatory/antitrust approvals. The transaction is not subject to any financing condition. As of March 22, 2023, the transaction is approved by shareholders of Amryt Pharma Plc and waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the Transaction has expired. As of April 3, 2023, the High Court of Justice of England and Wales has sanctioned the scheme of arrangement at a hearing held on March 31, 2023. The transaction is expected to close during the first half of 2023. As of April 3, 2023, the closing of the transaction is expected to take place in mid-April 2023.

Centerview Partners LLC acted as financial advisor and Alain Decombe, Michael Darby, David Rosenthal, David Passey, Daniel Hawthorne, Kevin Kay, Abbi Cohen, Sean Geraghty, Susan Hendrickson, Carina Klaes-Staudt, Melanie Thill-Tayara, Seth Ray, Francois Quintard-Morenas, Alec Burnside, James Fishkin, Sophie Pele, Marion Provost, Beverly Ang, Timothy Blank, Chad Davis, Thomas Rayski, Ian Downes, Thibault Meiers, Emma Byford and Mark Stapleton of Dechert LLP acted as legal advisor to Chiesi. Moelis & Company LLC acted as financial advisor and Bill Sorabella, Claire Keast-Butler and Bill Roegge of Cooley LLP and Boris Dolgonos of Gibson Dunn & Crutcher LLP acted as legal advisors to Amryt.