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Endo acquires Auxilium Pharmaceuticals
Dublin | Friday, January 30, 2015, 15:00 Hrs  [IST]

Endo International, a global specialty healthcare company focussed on improving patients' lives while creating shareholder value, has completed the acquisition of Auxilium Pharmaceuticals, Inc. in a transaction valued at $2.6 billion when announced on October 9, 2014. The closing of the transaction follows the approval of the acquisition by Auxilium's shareholders on January 27, 2015, and the receipt of all required regulatory approvals.

The combined company will provide an expanded platform to accelerate the evolution and growth of Endo's US Branded Pharmaceuticals business. With the acquisition complete, Endo's portfolio has a broader offering of urology and orthopedic products, including Xiaflex, Testopel and Stendra, which are natural complements to its men's health and pain products.

"This strategic transaction enhances the organic growth of our branded pharmaceuticals business by adding a broad range of high quality products to our already robust portfolio and expanding our development pipeline," says Rajiv De Silva, president and chief executive officer, of Endo. "We are excited to deliver on the promise of this combination by leveraging our resources to enhance the performance of Xiaflex and optimise Testopel and Stendra.  We continue to expect the transaction to be immediately accretive for shareholders and meaningfully accretive each year moving forward.  We believe that Endo is now even better positioned to drive growth across our product portfolio and to capitalise on additional future strategic M&A opportunities to create value for shareholders, customers and employees."

In accordance with the terms of the merger, Auxilium shareholders had the opportunity to elect one of three options with respect to transaction consideration: (i)  0.4880 Endo shares per Auxilium share (the "Stock Election Consideration"), $33.25 in cash per Auxilium share (the "Cash Election Consideration") or a standard election of $16.625 in cash and 0.2440 Endo shares per Auxilium share (the "Standard Election Consideration"), subject to proration in the case of elections to receive the Cash Election Consideration or Stock Election Consideration.

Of the 54,966,186 shares outstanding that were eligible to make an election, 52,154,714, or 94.9 per cent, elected to receive the Stock Election Consideration, 249,408, or 0.4 per cent, elected to receive the Cash Election Consideration, 110,448, or 0.2 per cent, elected to receive the Standard Election Consideration, and the remaining 2,451,616, or 4.5 per cent, did not make any election and thus received the Standard Election Consideration. The result of the elections led to an oversubscription of the Stock Election Consideration. In accordance with the proration method described in the merger agreement and proxy statement/prospectus provided to Auxilium shareholders, each Auxilium share for which an election was made to receive the Stock Election Consideration will instead be entitled to receive approximately 0.3448 Endo shares and $9.75 in cash.

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