dfan14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ___)
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Preliminary Proxy Statement |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to §240.14a-12 |
AMAG PHARMACEUTICALS, INC.
(Name of Registrant as Specified In Its Charter)
MSMB CAPITAL MANAGEMENT LLC
IRONMAN ACQUISITION, LP
IRONMAN ACQUISITION GP, LLC
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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MSMB CAPITAL COMMENCES CONSENT SOLICITATION TO REPLACE BOARD
OF DIRECTORS OF AMAG PHARMACEUTICALS
Reiterates Interest in Acquiring AMAG for $18 per share
Intends to Solicit Proxies in Opposition to Merger with Allos Therapeutics
NEW
YORK, September 22, 2011MSMB Capital Management LLC, a fund specializing in long-term
strategic investments in healthcare and biotechnology businesses, along with Ironman Acquisition,
LP and Ironman Acquisition GP, LLC, today announced that it filed a preliminary consent
solicitation statement with the Securities and Exchange Commission (SEC) that seeks, among other
things, to remove the current board of directors (excluding Robert J. Perez) of AMAG
Pharmaceuticals, Inc. (NASDAQ: AMAG) and to elect MSMBs nominees. MSMBs nominees are Mr. William
Ashton, Mr. Cornelius Golding, Dr. Peter Rheinstein, Mr. Steven Richardson and Dr. Andrew Vaino.
The preliminary consent statement contains a description of each nominees background and
qualifications.
Additionally, on September 22, 2011, MSMB filed a preliminary proxy statement with the SEC seeking
proxies in opposition to the proposed issuance of new shares of Amag common stock in connection
with the proposed merger of Amag and Allos Therapeutics, Inc. (Allos). If the Amag stockholders
do not approve the issuance of new shares of common stock, Amag will not be able to complete the
proposed merger with Allos.
MSMB believes that it is important for the Amag stockholders to determine whether the existing
Amag board of directors appreciates the objectives of the Amag stockholders. Over the past four
years, we believe that the current board has allowed management to undertake an ill-conceived
business plan and destroy stockholder value. The boards latest and most grievous offense was
approving the proposed merger with Allos. Due to the excessively high valuation placed on Allos as
well as the lack of synergies between Amag and Allos, we believe this merger will have disastrous
consequences and further depress the value of Amag, said Martin Shkreli, Chief Investment Officer
of MSMB Capital Management LLC. Mr. Shkreli further explained that, Amag needs a fresh
perspective and new energy to build value for all stockholders. Replacing a majority of Amags
board and voting against the proposed share issuance will ensure that the Amag board prioritizes
the goals of the Amag stockholders. Mr. Shkreli also reiterated that, MSMB remains committed to
pursuing an all-cash transaction with Amag in which MSMB would purchase all of the outstanding
shares of Amag common stock that it does not own for $18.00 per share. Following the removal of
the current board of directors, MSMB intends to discuss its proposal with the reconstituted Amag
board of directors.
A consent solicitation is a process available under Delaware law and Amags organizational
documents whereby the stockholders can act by submitting written consents to any proposed
stockholder action in lieu of voting in person or by proxy at a meeting of stockholders.
MSMB anticipates distributing a definitive consent statement and a definitive proxy statement to
Amag stockholders in early October after the SEC has had an opportunity to review and comment on
the preliminary consent statement and the preliminary proxy statement. Under Delaware law, our
proposals to remove the current board of directors of Amag (excluding Mr.
Robert J. Perez) and to elect our five nominees would generally become effective upon delivery to
Amag of valid written consents signed by stockholders representing at least a majority of the
outstanding shares of common stock.
THIS PRESS RELEASE IS NOT A CONSENT STATEMENT OR A PROXY STATEMENT, NOR IS IT A SOLICITATION OF ANY
CONSENT OR PROXY. ANY SUCH SOLICITATION WILL BE MADE ONLY BY A WRITTEN DEFINITIVE CONSENT
STATEMENT OR BY A WRITTEN DEFINITIVE PROXY SOLICITATION STATEMENT DULY FILED WITH THE SEC. PLEASE
READ THE PRELIMINARY CONSENT STATEMENT AND THE PRELIMINARY PROXY STATEMENT CAREFULLY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE IDENTITY OF THE PARTICIPANTS, INCLUDING, BUT NOT LIMITED
TO, MSMB CAPITAL MANAGEMENT, IRONMAN ACQUISITION, LP AND IRONMAN ACQUISITION GP, LLC, THE NOMINEES
THAT THEY ARE PROPOSING TO BE ELECTED TO SERVE ON AMAGS BOARD OF DIRECTORS, THE PROPOSALS THEY
WILL BE ASKING THE STOCKHOLDERS TO VOTE AGAINST AND THEIR RESPECTIVE HOLDINGS (SECURITIES OR
OTHERWISE, DIRECT OR INDIRECT) IN AMAG. YOU MAY OBTAIN A FREE COPY OF THE PRELIMINARY CONSENT
STATEMENT AND THE PRELIMINARY PROXY STATEMENT AND, WHEN AVAILABLE, THE DEFINITIVE CONSENT STATEMENT
AND THE DEFINITIVE PROXY STATEMENT, AT THE SECS WEB SITE AT
http://www.sec.gov/. A FREE COPY OF
THE PRELIMINARY CONSENT STATEMENT AND THE PRELIMINARY PROXY STATEMENT AND, WHEN AVAILABLE, THE
DEFINITIVE CONSENT STATEMENT AND THE DEFINITIVE PROXY STATEMENT, MAY BE OBTAINED FROM INNISFREE M&A
INCORPORATED, 501 MADISON AVENUE 20TH FLOOR, NEW YORK, NY 10022, TOLL FREE TELEPHONE
NUMBER: (877) 717-3929.
Certain Information Regarding Forward-Looking Statements
This press release may contain forward-looking statements. Forward-looking statements may be
identified by the use of the words anticipates, expects, intends, plans, should, could,
would, may, will, believes, estimates, potential, or continue and variations or
similar expressions. These statements are based upon the current expectations and beliefs of MSMB
and are subject to certain risks and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements. Readers are cautioned not to
place undue reliance on any of these forward-looking statements. MSMB undertakes no obligation to
update any of these forward-looking statements to reflect events or circumstances after the date of
this press release or to reflect actual outcomes except as required by securities laws. You are
advised, however, to consult any further disclosures we make on related subjects in our filings
with the SEC.
About MSMB Capital
MSMB Capital is an investment firm focused on global healthcare and biotechnology opportunities and
long-term investments. MSMB identifies and pursues investments in both the private and public
markets. MSMB identifies investment opportunities and seeks to maximize value and create
opportunities.
MSMB Capital Management LLC
Kevin Mulleady, 212-983-0069
Chief Executive Officer
Innisfree M&A Incorporated
Scott Winter / Mike Brinn, 212-750-5833