Transaction Valuation*
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Amount Of Filing Fee**
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$497,510,049
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$54,278.35
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* |
Estimated for purposes of calculating the amount of the filing fee only. The transaction valuation was calculated as the sum of (i) 34,502,648 outstanding shares of common stock, par value $0.01 per share (the “Shares”), of AMAG Pharmaceuticals, Inc., a Delaware corporation (“AMAG” or the “Company”) multiplied by $13.75, (ii) for each of the 2,096,221
Shares issuable pursuant to outstanding Company “in-the-money” stock options, which are to receive cash in the Merger (as defined in the Offer to Purchase described below), the difference between $13.75 and the exercise price for such
option (i.e. $8,871,142.50 in the aggregate), and (iii) 1,034,727 Shares (i.e. 987,485 (restricted stock units) + 47,242 (target-level performance-vesting restricted stock units)) issuable pursuant to restricted stock units multiplied by
$13.75. The foregoing share figures have been provided by AMAG to the Offeror and are as of September 25, 2020, the most recent practicable date.
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** |
The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2021, issued August 26, 2020, by multiplying the transaction value by 0.0001091.
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Amount Previously Paid: $54,278.35
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Filing Party: Apollo Management IX, L.P.
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Form or Registration No.: Schedule TO-T
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Date Filed: October 15, 2020
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☐
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Rule 13e–4(i) (Cross–Border Issuer Tender Offer)
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☐
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Rule 14d–1(d) (Cross–Border Third–Party Tender Offer)
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COVIS MERGERCO INC.
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By:
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/s/ Michael Porter
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Name:
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Michael Porter
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Title:
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President
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COVIS GROUP S.À R.L.
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By:
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/s/ Michael Porter
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Name:
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Michael Porter
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Title:
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Class A Manager
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By:
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/s/ Gaëtan Dumont
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Name:
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Gaëtan Dumont
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Title:
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Class B Manager
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APOLLO MANAGEMENT IX, L.P.
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BY: AIF IX Management, LLC, its General Partner
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By:
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/s/ Laurie D. Medley
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Name:
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Laurie D. Medley
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Title:
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Vice President
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