UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of the earliest event reported): November 6, 2015
ENDO INTERNATIONAL PLC
(Exact name of registrant as specified in its charter)
Ireland | 001-36326 | Not Applicable | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S Employer Identification No.) | ||
First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland | Not Applicable | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code 011-353-1-268-2000
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 | Other Events. |
On November 6, 2015, Endo International plc (Endo) announced that it would enter into a share repurchase program authorizing Endo to purchase up to $250,000,000 of its common stock under a previously authorized $2,500,000,000 repurchase plan. Endo will enter into the program on Monday, November 9, 2015 and will begin repurchasing the shares as soon as practicable thereafter, in accordance with the programs terms. It is anticipated that the purchases will be completed by the end of 2015 and will be funded through available liquidity. The timing and actual number of shares repurchased will depend on a variety of factors including the market price of Endos common stock, regulatory, legal, and contractual requirements, corporate cash generation and other market conditions and factors.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
99.1 | Press Release of Endo International plc, dated November 6, 2015. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ENDO INTERNATIONAL PLC | ||||||
Date: November 6, 2015 |
By: | /s/ Matthew J. Maletta | ||||
Name: | Matthew J. Maletta | |||||
Title: | Executive Vice President, Chief Legal Officer |
3
Index of Exhibits
Exhibit Number |
Description | |
99.1 | Press Release of Endo International plc, dated November 6, 2015. |
4
Exhibit 99.1
FOR IMMEDIATE RELEASE
ENDO ANNOUNCES IT WILL ENTER INTO UP TO
$250 MILLION SHARE REPURCHASE PROGRAM
DUBLIN, November 6, 2015 Endo International plc (NASDAQ: ENDP) (TSX: ENL) today announced that it will enter into a program to repurchase up to $250 million of its common stock under a previously authorized $2.5 billion repurchase plan.
We believe our corporate growth and earnings profile, and current market conditions make shares of Endo stock an attractive investment opportunity, said Rajiv De Silva, President and CEO of Endo. This repurchase of shares further underscores our confidence in Endo and in our ability to successfully execute on our corporate strategy, create value and become a leading global specialty pharmaceutical company.
Endo will enter into the program on Monday, November 9, 2015 and will begin repurchasing the shares as soon as practicable thereafter, in accordance with the programs terms. It is anticipated that the purchases will be completed by the end of 2015 and will be funded through available liquidity. The timing and actual number of shares repurchased will depend on a variety of factors including the market price of Endos common stock, regulatory, legal, and contractual requirements, corporate cash generation and other market conditions and factors.
Endo had approximately 226,449,447 shares of common stock outstanding as of November 5, 2015.
1
About Endo International plc
Endo International plc (NASDAQ: ENDP) (TSX: ENL) is a global specialty pharmaceutical company focused on improving patients lives while creating shareholder value. Endo develops, manufactures, markets and distributes quality branded and generic pharmaceutical products as well as over-the-counter medications though its operating companies. Endo has global headquarters in Dublin, Ireland, and U.S. headquarters in Malvern, PA. Learn more at www.endo.com.
Forward Looking Statements
This press release contains forward-looking statements relating to a share repurchase program to be entered into by Endo. All statements other than historical facts included in this press release, including, but not limited to, the statements by Mr. De Silva, are forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown, or unknown risks or uncertainties materialize, actual results could vary materially from Endos expectations and projections. Risks and uncertainties include, among other things, that the repurchase program may not result in the purchase by Endo of the maximum amount of Endo shares authorized under the program, as well as the risks and uncertainties described in Endos periodic reports filed with the SEC and Canadian securities regulators, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K. Given these uncertainties, you should not place undue reliance on these forward-looking statements, which apply only as of the date of this press release. Endo expressly disclaims any intent or obligation to update these forward-looking statements except as required by law. Additional information about Endo is available at www.endo.com or you can contact the Endo Investor Relations Department by calling 484-216-0000.
SOURCE Endo International plc
Investors/Media: Keri P. Mattox, (484) 216-7912;
Media: Heather Zoumas-Lubeski, (484) 216-6829
#####
2
S6]FL08G9&MO'$ !QQFNZFE"FG8Y:KYYV^&
MQ^Y_P%\'VO@GX2>!M#@MEMY4T&RO;[: 'FO]03[9