Covis Group S.à r.l. entered into an agreement to acquire AMAG Pharmaceuticals, Inc. (NasdaqGS:AMAG) for approximately $490 million on October 1, 2020. As per the terms, Covis will acquire 34.5 million shares of AMAG for $13.75 per share. Covis plans to finance the transaction with cash on hand, and a combination of committed debt and equity financing. Covis has obtained equity commitments from funds managed by Apollo Management IX, L.P., in an aggregate amount of approximately $250 million. Covis intends to enter into an amended and restated credit facility with its existing lenders, pursuant to which the lenders will provide $460 million of incremental senior secured term loans and $55 million of incremental revolving commitments. Upon termination, AMAG would be required to pay Covis a termination fee of $16.25 million and Covis would be required to pay AMAG a termination fee of $30 million. The completion of the tender offer is subject to customary closing conditions, including the tender of at least a majority of the outstanding shares of AMAG’s common stock, regulatory approvals, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the Federal Trade Commission and other customary conditions. The transaction was unanimously approved by the Board of Directors of AMAG and Covis. There is no financing condition to the obligations of Covis to consummate the transaction. In connection with the execution of the Merger Agreement, Covis entered into a support agreement with certain of AMAG’s stockholders, including its current directors and executive officers, under which the foregoing parties agreed, among other things, to irrevocably tender their shares into the offer. The shares subject to the Support Agreements comprise approximately 10% of the outstanding shares of AMAG’s Common Stock. On October 23, 2020, FTC granted the early termination notice. The AMAG unanimously recommends that stockholders accept the offer and tender their shares in the offer. The tender offer is expected to commence in October 2020. The Offer will initially remain open for a minimum of 20 business days, subject to possible extension. Transaction is expected to close in November 2020 post-tender offer. The tender offer will expire on November 12, 2020. Levi & Korsinsky, LLP has commenced an investigation on behalf of shareholders of AMAG into the fairness of the sale of AMAG Pharmaceuticals, merger investigation concerns whether the Board of AMAG has harmed stockholders by agreeing to enter into this transaction and whether all material facts have been properly disclosed to stockholders. David K. Lakhdhir, David Carmona and Gregory A. Ezring of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to Covis. Marc Schaffer, Ben Wallace and Bering Tsang of Goldman Sachs & Co. LLC are acting as exclusive financial advisors to AMAG and received a fee of $13.1 million. Stuart Cable, Jacqueline Mercier, Lillian Kim, Hayden Hutto, Sarah Bock, Jennifer Bralower, Janet Andolina, Alex Plaum, Andrea Murino, Kirby Lewis, Deborah Birnbach, Adam Slutsky, Jennifer Luz, James Barri, Theresa Kavanaugh, Richard Matheny, Jennifer Fay and Brian Mukherjee of Goodwin Procter LLP acted as legal advisors to AMAG. Christopher Barlow and Paul Schnell of Skadden, Arps, Slate, Meagher & Flom LLP represented Goldman Sachs & Co. LLC in the transaction. Goldman Sachs & Co. LLC acted as fairness opinion provider to AMAG. Okapi Partners LLC is acting as information agent for Covis. American Stock Transfer & Trust Company LLC is acting as depositary and paying agent for AMAG.