According to the Complaint, Impax is a specialty pharmaceutical company applying formulation and development expertise, as well as its drug delivery technology, to the development, manufacture, and marketing of bioequivalent pharmaceutical products, or “generics,” in addition to the development, manufacture, and marketing of branded products. The Company operates in two segments: “Impax Generics” and “Impax Specialty Pharma.”
The Impax Generics division includes the Company’s legacy Global Pharmaceuticals business, as well as the acquired businesses of CorePharma, LLC and Lineage Therapeutics, Inc. from the Company’s acquisition of Tower Holdings, Inc. (“Tower”) and its subsidiaries on March 9, 2015 (the “Tower Acquisition”). Impax Generics concentrates its efforts on generic products, which are the pharmaceutical and therapeutic equivalents of brand name drug products and are usually marketed under their established nonproprietary drug names
rather than by a brand name.
The Impax Specialty Pharma division includes the Company’s legacy Impax Pharmaceuticals business, as well as the acquired business of Amedra Pharmaceuticals, LLC from the Tower Acquisition. Impax Specialty Pharma utilizes its specialty sales force to market proprietary branded pharmaceutical products for the treatment of central nervous system disorders and other select specialty segments.
This action stems from a proposed “Up-C” transaction announced on October 17, 2017 (the “Proposed Transaction”), pursuant to which Impax Laboratories, Inc. (“Impax” or the “Company”) and its subsidiaries, Atlas Holdings, Inc. (“Holdco”) and K2 Merger Sub Corporation (“Merger Sub”), will be acquired by Amneal Pharmaceuticals LLC (“Amneal”).
On October 17, 2017, Impax’s Board of Directors (the “Board” or “Individual Defendants”) caused the Company to enter into a Business Combination Agreement with Amneal, which was amended on November 2, 2017 (as amended, the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, (i) Merger Sub will merge with and into Impax, with Impax surviving the merger as a direct wholly owned subsidiary of Holdco; (ii) Impax will convert into a Delaware limited liability company to be named Impax Laboratories, LLC;
(iii) Holdco will contribute all of the equity interests of Impax to Amneal in exchange for certain equity interests of Amneal; (iv) Holdco will operate as a new holding company, which will be renamed Amneal Pharmaceuticals, Inc. (“New Amneal”); (v) New Amneal will issue shares of Class B common stock to the existing members of Amneal (the “Existing Amneal Members”); and (vi) New Amneal will become the managing member of Amneal.
On November 21, 2017, defendants filed a Form S-4 Registration Statement (the “Registration Statement”) with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction. The Complaint alleges that the Registration Statement omits material information with respect to the Proposed Transaction, which renders the Registration Statement false and misleading.
On March 5, 2018, Plaintiff voluntarily dismissed this case.