Pursuant to the Agreement and Plan of Merger, dated as of October 19, 2020, by and
among Endo, Merger Sub and Issuer (the Merger Agreement), and on the terms and subject to the conditions thereof, Merger Sub will commence a tender offer (the Offer) to acquire all of Issuers issued and
outstanding Shares at a purchase price of $88.50 per Share (the Offer Price), net to the holder thereof in cash, subject to reduction for any applicable withholding taxes and without interest.
Following the consummation of the Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement,
Merger Sub will merge with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Endo, pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the DGCL) without a vote of
the Issuers stockholders (the Merger). At the effective time of the Merger (the Effective Time), and without any action on the part of the holders of any Shares, each Share, other than any Shares
(i) owned at the commencement of the Offer and immediately prior to the Effective Time by Endo, Merger Sub or the Issuer or any direct or indirect wholly-owned subsidiary thereof, (ii) irrevocably accepted for purchase pursuant to the
Offer, or (iii) owned by Issuer stockholders who are entitled to demand and have properly and validly demanded their appraisal rights under Delaware law, will be automatically converted into the right to receive an amount in cash equal to the
Offer Price, subject to reduction for any applicable withholding taxes and without interest.
In addition, effective as of immediately
prior to the Effective Time, (i) each outstanding Issuer stock option will be automatically canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the number of Shares underlying
such option immediately prior to the Effective Time multiplied by (B) the amount, if any, by which the Offer Price exceeds the exercise price per share of such option, and (ii) each outstanding Issuer restricted stock unit
(RSU) will become fully vested (to the extent unvested) and will be automatically converted into the right to receive an amount in cash equal to the product of (A) the number of Shares underlying such RSU immediately prior to
the Effective Time multiplied by (B) the Offer Price, without interest and subject to any deduction for any withholding taxes.
Former holders of Shares whose Shares are purchased in the Offer will cease to have any equity interest in Issuer and will no longer
participate in the future growth of Issuer. If the Merger is consummated, all current holders of Shares will no longer have an equity interest in Issuer, regardless of whether or not they tender their Shares in connection with the Offer, and instead
will only have the right to receive the Offer Price or, to the extent that holders of Shares are entitled to and have properly demanded appraisal in connection with the Merger in compliance with Section 262 of the DGCL, the amounts to which
such holders of Shares are entitled in accordance thereunder.
Assuming the satisfaction of the conditions set forth in the Merger
Agreement, Endo expects the Merger to close in the fourth calendar quarter of 2020.
Immediately following consummation of the Merger, the
Shares will no longer meet the requirements for continued listing on the Nasdaq because the only holder of the Shares will be Merger Sub. Endo, Merger Sub and Issuer have agreed to take, or cause to be taken, all actions necessary to delist the
Shares from Nasdaq after the Effective Time. If the Merger takes place, Issuer will no longer be publicly traded.
At the Effective Time,
the certificate of incorporation of Issuer will be amended and restated in its entirety pursuant to the terms of the Merger Agreement. As of the Effective Time, the bylaws of Issuer will be amended and restated in its entirety to be in the form of
the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, subject to certain amendments specified in the Merger Agreement.
Pursuant to the Merger Agreement, until their successors are duly elected or appointed and qualified or until their earlier death, resignation
or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation (as defined in the Merger Agreement), the directors of Merger Sub immediately prior to the Effective Time will be, from and after the Effective
Time, the initial directors of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time will be, from and after the Effective Time, the initial officers of the Surviving Corporation.
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