4//SEC Filing
Endo Pharmaceuticals Solutions Inc. 4
Accession 0001209191-09-017976
CIK 0000854222operating
Filed
Mar 22, 8:00 PM ET
Accepted
Mar 23, 5:30 PM ET
Size
11.0 KB
Accession
0001209191-09-017976
Insider Transaction Report
Form 4
ENDO PHARMACEUTICALS HOLDINGS INC
10% Owner
Transactions
- Purchase
Common Stock, par value $.001 per share
2009-03-23+8,619,330→ 100 total - Purchase
Common Stock, par value $.001 per share
2009-03-23+11,306,421→ 82,162,666 total
BTB Purchaser Inc.
10% Owner
Transactions
- Purchase
Common Stock, par value $.001 per share
2009-03-23+8,619,330→ 100 total - Purchase
Common Stock, par value $.001 per share
2009-03-23+11,306,421→ 82,162,666 total
Footnotes (5)
- [F1]These are newly issued Shares that were acquired through the exercise by BTB Purchaser Inc. ("BTB") of a top-up option, which was granted to it pursuant to Section 1.4 of the Agreement and Plan of Merger, dated as of January 5, 2009 (as amended, the "Merger Agreement"), by and among Endo Pharmaceuticals Holdings Inc. ("Endo"), BTB and Indevus Pharmaceuticals, Inc. (now known as Endo Pharmaceuticals Solutions Inc.) ("Indevus").
- [F2]Pursuant to the terms of the Merger Agreement, Endo (through BTB) paid the same price for all shares of the common stock of Indevus (the "Shares"), $4.50 per share, without interest, plus contractual rights to receive up to an additional $3.00 per Share in contingent cash consideration payments, regardless of whether such Shares were acquired through the tender offer, the subsequent offering period, the exercise of the top-up option or the merger.
- [F3]Representing approximately 90.505% of Indevus' outstanding Shares. At 10:10 a.m., New York City time, on March 23, 2009 (the "Effective Time"), these shares were cancelled by operation of law pursuant to the merger.
- [F4]Reflects all of the outstanding Shares not tendered in the offer or acquired pursuant to the top-up option and deemed acquired by BTB pursuant to the consummation of the merger. At the Effective Time, these shares were cancelled by operation of law pursuant to the merger. Each publicly held Share was converted into the right to receive $4.50 per Share in cash, without interest, and up to $3.00 per Share in contingent cash consideration payments.
- [F5]Prior to the merger, Endo held 100 shares of the common stock of BTB, par value $0.01, which shares represented all of the issued and outstanding capital stock of BTB. Upon the merger of BTB with and into Indevus, each share of BTB held by Endo was converted into one share of the surviving corporation, and BTB's separate corporate existence ceased. Indevus survived the merger as a wholly owned subsidiary of Endo and simultaneously changed its name to Endo Pharmaceuticals Solutions Inc.
Documents
Issuer
Endo Pharmaceuticals Solutions Inc.
CIK 0000854222
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000854222
Filing Metadata
- Form type
- 4
- Filed
- Mar 22, 8:00 PM ET
- Accepted
- Mar 23, 5:30 PM ET
- Size
- 11.0 KB