Lumara Health™ to be Acquired in Two Separate Transactions for up to $1.107 Billion

ST. LOUIS, Sept. 29, 2014 /PRNewswire/ -- Lumara Health™ today announced that it has entered into two separate definitive agreements for the sale of its Maternal Health business and separately, the sale of its Women's Healthcare assets.

AMAG Pharmaceuticals, Inc. (Nasdaq: AMAG) will acquire Lumara Health, Inc. and its wholly owned subsidiaries, including its flagship product, Makena® (hydroxyprogesterone caproate injection), for $675 million (consisting of $600 million in cash and 3,209,971 newly issued shares of AMAG Pharmaceuticals) and additional contingent consideration of up to $350 million based on achievement of certain sales milestones. AMAG Pharmaceuticals is a specialty pharmaceutical company headquartered in Waltham, Massachusetts, committed to improving the health outcomes of patients through the development and commercialization of specialty pharmaceutical products.

In a separate asset purchase transaction, a subsidiary of Perrigo Company plc (NYSE: PRGO; TASE) will acquire the assets of Lumara Health's Women's Healthcare business including Clindesse® (clindamycin phosphate) Vaginal Cream, 2%, Gynazole-1® (Butoconazole Nitrate Vaginal Cream USP, 2%), and Evamist® (estradiol transdermal spray) for $82 million. Perrigo is an industry leader in OTC healthcare products for the store brand marketplace and in pharmaceutical technologies.

The agreements, which have been approved by the Boards of Directors of all three companies, are subject to customary closing conditions including regulatory approvals. The transactions are expected to be completed by the end of 2014. 

The total upfront value of the two transactions is expected to be approximately $757 million which includes cash and stock consideration from AMAG, and cash from Perrigo, in each case subject to customary purchase price adjustments for net working capital, cash and debt. A portion of these proceeds will be held in escrow for specified periods after closing. Additional contingent consideration of up to $350 million as part of the AMAG transaction may be earned in the future based on achievement of certain sales milestones.

About Lumara Health

Lumara Health™ is a specialty pharmaceutical company committed to advancing the health of women throughout the stages of their lives, with a particular focus on maternal health. At the heart of Lumara Health is our mission to help women achieve healthier lives. For more information on Lumara Health and our FDA-approved products, please visit www.LumaraHealth.com.

About AMAG Pharmaceuticals

AMAG Pharmaceuticals, Inc. is a specialty pharmaceutical company that markets Feraheme® (ferumoxytol) Injection and MuGard® Mucoadhesive Oral Wound Rinse in the United States. Along with driving continued growth of its products, AMAG intends to continue to expand its portfolio through the in-license or purchase of additional pharmaceutical products or companies, including revenue-generating commercial products and late-stage development assets that leverage its corporate infrastructure and commercial expertise. Our primary goal is to bring to market therapies that provide clear benefits and improve patients' lives. For additional company information, please visit www.amagpharma.com.

About Perrigo Company

From its beginnings as a packager of generic home remedies in 1887, Perrigo Company plc, headquartered in Ireland, has grown to become a leading global healthcare supplier. Perrigo develops, manufactures and distributes over-the-counter (OTC) and generic prescription (Rx) pharmaceuticals, nutritional products and active pharmaceutical ingredients (API), and receives royalties from Multiple Sclerosis drug Tysabri®. The Company is an industry leader in OTC healthcare products for the store brand marketplace and in pharmaceutical technologies. Perrigo's mission is to offer uncompromised "Quality Affordable Healthcare Products^®" and it does so across a wide variety of product categories primarily in the United States, United Kingdom, Mexico, Israel and Australia, as well as more than 40 other key markets worldwide, including Canada, China and Latin America. Visit Perrigo on the Internet (http://www.perrigo.com).

Advisors

Lumara Health's financial advisors for the transaction are Perella Weinberg Partners and T.R. Winston & Company, and its legal advisor is Dechert LLP. AMAG's financial advisors for the transaction were Leerink Partners LLC and J.P. Morgan Securities LLC, and its legal advisors for the transaction were Latham & Watkins LLP and Goodwin Procter LLP. Perrigo's legal advisor for the transaction is Warner Norcross & Judd LLP.

Cautionary Note Regarding Forward-Looking Statements

This release contains various forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 (the "PSLRA") and which may be based on or include assumptions concerning our future operations, future results and prospects. Such statements may be identified by the use of words like "plan," "expect," "aim," "believe," "project," "anticipate," "commit," "intend," "estimate," "will," "should," "could," "potential" and other expressions that indicate future events and trends, although not all forward-looking statements contain these words.

All forward-looking statements are based on current expectations and are subject to risk and uncertainties. In connection with the PSLRA's "safe harbor" provisions, we provide the following cautionary statements with regard to Lumara Health and the strategic transactions described in this release, identifying important economic, competitive, political, regulatory and technological factors, among others, that could cause actual results or events to differ materially from those set forth or implied by the forward-looking statements and related assumptions. Such factors include (but are not limited to):

1)      Prior to the completion of the transactions, Lumara Health's business may experience significant disruptions due to transaction-related uncertainty or other factors;

2)      The timing and the benefits of the business combination transaction with AMAG;

3)      The ability to obtain regulatory approvals of the transaction on the proposed terms and schedule;

4)      The risk that Lumara Health's and AMAG's respective businesses will not be integrated successfully;

5)      The ability to realize anticipated benefits, opportunities, growth, synergies and cost savings;

6)      Following closing the sales milestones may not be achieved and therefore no contingent payments may be realized;

7)      The conditions to closing the transactions are outside of Lumara Health's control and there can be no assurance that the transactions will be consummated;

8)      Lumara Health's ability to execute its business plan;

9)      Lumara Health's ability to achieve revenue from the sale of Makena® consistent with its business expectations, including as a result of competition from approved and unapproved products;

10)   disruptions in the supply of raw materials or finished product;

11)   risks, costs and delays associated with clinical trials;

12)   issues associated with Lumara Health's intellectual property rights, licenses and exclusivity;

13)   extensive industry regulation; and

14)   the ability of Lumara Health and its affiliates to maintain contracts that are critical to their operation and to retain key executives, managers and employees.

This discussion is not exhaustive, but is designed to highlight important factors that may impact our forward-looking statements.

Because the factors referred to above as well as additional factors and assumptions not identified above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. All forward-looking statements attributable to us are expressly qualified in their entirety by the cautionary statements in this "Cautionary Note Regarding Forward-Looking Statements."  Further, any forward-looking statement speaks only as of the date on which it is made and we are under no obligation to update any of the forward-looking statements after the date of this release.  New factors emerge from time to time, and it is not possible for us to predict which factors will arise, when they will arise and/or their effects. In addition, we cannot assess the impact of each factor on our future business or financial condition or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

SOURCE Lumara Health