Daily News: September 29, 2014

Jefferies Commits Term B Financing for AMAG Buy

AMAG Pharmaceuticals announced it entered into a definitive agreement to acquire Lumara Health for $675 million ($600 million in cash and $75 million in stock) and additional contingent consideration of up to $350 million based on achievement of certain sales milestones. Lumara Health also announced the company signed a separate agreement to divest certain other assets to a third party.

AMAG intends to finance the transaction with a combination of cash on hand and $340 million in committed term B financing from Jefferies Finance.

In addition to the $675 million at closing, the terms of the agreement provide for contingent consideration of up to $350 million based on the achievement of various sales milestones for Makena, including sales achievement of $300 million, $400 million and $500 million in consecutive 12-month periods.

Lumara Health markets the fast-growing product Makena, which was
granted 7-year orphan drug exclusivity in February 2011 and is the only U.S. FDA-approved product indicated to reduce the risk of preterm birth in women who are pregnant with one baby and who have delivered one preterm baby spontaneously in the past. Preterm birth is defined as the delivery of a baby at less than 37 weeks of pregnancy. Approximately one in every nine babies is born preterm, or 11.7% of births in the U.S.

This is a truly transformative transaction that will propel AMAG into a profitable, high-growth multi-product specialty pharmaceutical company positioned for what we expect to be continued revenue and bottom-line growth, further business diversification and shareholder value creation, said William Heiden, president and chief executive officer of AMAG. We
believe the Lumara Health transaction will facilitate future product acquisitions in an attractive new therapeutic area and is an excellent strategic fit with our Feraheme market expansion plans.

“I strongly believe AMAG is the right partner to support the continued growth of Makena and our maternal health business,” said Greg Divis, chief executive officer of Lumara Health. “This transaction is a great reflection of the outstanding work our team has done to build the maternal health franchise to what it is today, and I am pleased that this
same team will continue to grow the brand within AMAG. It has been clear from the start of our discussions that AMAG shares our commitment to at-risk pregnant mothers, their babies and their healthcare providers.”

Leerink Partners and J.P. Morgan served as financial advisors to AMAG on the transaction. AMAG’s legal advisors were Latham & Watkins LLP and Goodwin Procter. Lumara Health’s financial advisors for the transaction is Perella Weinberg Partners and T.R. Winston & Company and its legal advisor is Dechert. Jefferies Finance is serving as lead arranger on the debt financing.

AMAG Pharmaceuticals is a specialty pharmaceutical company that markets Feraheme (ferumoxytol) Injection and MuGard Mucoadhesive Oral Wound Rinse in the U.S.

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.