Subsequent Events

9 Months Ended

Sep. 30, 2020

Subsequent Events [Abstract]

Subsequent Events

SUBSEQUENT EVENTS

Agreement and Plan of Merger

On October 1, 2020, we entered into the Merger Agreement with Covis and Merger Sub, pursuant to which Merger Sub has launched the Offer. The Merger Agreement has been unanimously approved by the boards of directors of AMAG and Covis. The Offer commenced on October 15, 2020 and will remain open for a minimum of 20 business days. The completion of the Offer is subject to customary closing conditions, including the tender of at least a majority of the outstanding shares of AMAG’s common stock, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (which condition was satisfied on October 23, 2020), and other customary conditions. Upon the completion of the Offer, Merger Sub will merge with and into AMAG, with AMAG continuing as the surviving corporation (the “Merger”) and any outstanding shares of common that were not tendered in the Offer (or owned by Covis) will be automatically cancelled and converted into the right to receive an amount in cash equal to $13.75 per share, without interest. In addition, immediately prior to, and contingent upon, the closing of the Merger, each outstanding AMAG in-the-money stock option and restricted stock unit, whether vested or unvested, will be cancelled and automatically converted into the right to receive a cash payment in accordance with the terms of the Merger Agreement. The Offer and Merger are not subject to a financing condition.

The Merger Agreement contains customary representations, warranties and covenants, including covenants obligating AMAG to continue to conduct its business in the ordinary course, to cooperate in seeking regulatory approvals and not to engage in certain specified transactions or activities without Covis’s prior consent. The Merger Agreement also contains certain termination rights for each of AMAG and Covis, including the right to terminate the agreement if the Offer has not been consummated by January 28, 2021 or if the other party has materially breached and not cured any representation, warranty or covenant in the Merger Agreement. If we terminate the Merger Agreement under certain specified circumstances, we would be required to pay Covis a termination fee of $16.25 million.

Securities Litigation

In connection with the proposed Merger with Covis, seven complaints have been filed against the Company and its directors and certain officers, one of which also names Covis and certain of its affiliates as defendants. The complaints contain substantially similar allegations and generally allege that the Company’s solicitation/recommendation statement filed with the SEC on October 15, 2020 misrepresents and/or omits certain purportedly material information relating to financial projections and the analysis performed by the Company’s financial advisor in connection with the transaction and therefore violated Sections 14(e), 14(d)(4) and 20(a) of the Securities Exchange Act of 1934. The complaints seek, among other things, an injunction enjoining the consummation of the proposed transaction (or, if consummated, rescinding the transaction or awarding rescissory damages), costs related to the actions, including plaintiff’s attorneys’ fees and experts’ fees, declaratory relief, and any other relief the court may deem just and proper. In addition, one complaint also asserts that the directors breached their fiduciary duty of candor/disclosure by omitting purportedly material information from the solicitation/recommendation statement. We are currently unable to predict the outcome or reasonably estimate the range of potential loss associated with these claims, if any. It is possible that additional similar cases may also be filed in connection with the Merger.

FDA’s Proposal Regarding Makena

On October 5, 2020, we received a notice from the Center for Drug Evaluation and Research of the Food and Drug Administration (“FDA”) that the FDA is proposing to withdraw approval of Makena and that AMAG has the opportunity to request a hearing on the withdrawal. On October 14, 2020, we filed a request for a hearing with the FDA, together with an extension request for providing the supplemental information in support of our request for a hearing. On October 22, 2020, the FDA agreed to an extension and we plan to submit to the FDA by December 4, 2020 data, information, and analyses to demonstrate that there is a genuine and substantial issue of material fact that requires a hearing.