Amneal Pharmaceuticals, Inc. (AMRX): M&A transaction — Amneal completes UP-C elimination, new holding company becomes public issuer

Upon consummation of the Holding Company Reorganization, the Amended and Restated Certificate of Incorporation of New Amneal (the “ New Amneal A&R Certificate of Incorporation ”) and the Amended and Restated Bylaws of New Amneal (the “ New Amneal A&R Bylaws ”) were the same as the certificate of incorporation and bylaws of Old Amneal immediately prior to consummation of the Holding Company Reorganization, respectively, other than certain technical changes permitted by Section 251(g) of the DGCL. The New Amneal A&R Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 7, 2023.

Old Amneal became a wholly-owned subsidiary of a new holding company, Amneal NewCo Inc., a Delaware corporation (“ New Amneal ” or the “ Company ”), which replaced Old Amneal as the public company trading on The New York Stock Exchange

On November 7, 2023, as part of the Reorganization, Old Amneal implemented a holding company reorganization (the “ Holding Company Reorganization ”) pursuant to the Agreement and Plan of Merger (the “ PubCo Merger Agreement ”), dated as of November 7, 2023, among Old Amneal, New Amneal and Amneal Merger Sub 1 Inc., a Delaware corporation and a wholly-owned subsidiary of New Amneal (“ Merger Sub 1 ”), pursuant to which Merger Sub 1 merged with and into Old Amneal, which resulted in New Amneal becoming the direct parent company of Old Amneal and replacing Old Amneal as the public company trading on the NYSE.

Pursuant to the PubCo Merger Agreement, effective as of the Holding Company Reorganization Effective Time, New Amneal assumed, among other agreements, the Amneal Pharmaceuticals, Inc. 2018 Incentive Award Plan (as previously amended and restated) and all outstanding stock options and equity awards granted thereunder, and the indemnification agreements between Old Amneal and the directors and executive officers of Old Amneal (collectively, the “ Assumed Agreements ”).

Immediately thereafter, as part of the Reorganization, pursuant to the Agreement and Plan of Merger (the “ OpCo Merger Agreement ”), dated as of November 7, 2023, among New Amneal, Amneal Pharmaceuticals LLC, a Delaware limited liability company (“ Amneal OpCo ”), and Amneal Merger Sub 2 LLC, a Delaware limited liability company and a wholly-owned subsidiary of New Amneal (“ Merger Sub 2 ”), Merger Sub 2 merged (the “ OpCo Merger ”) with and into Amneal OpCo, which resulted in New Amneal directly and indirectly wholly owning Amneal OpCo.