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AMYT Amryt Pharma

Filed: 29 Jun 21, 9:29am

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As filed with the Securities and Exchange Commission on June 29, 2021
Registration No. 333-257099
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMRYT PHARMA PLC
(Exact Name of Registrant as Specified in its Charter)
England and Wales
(State or other jurisdiction of
incorporation or organization)
2834
(Primary Standard Industrial
Classification Code Number)
Not Applicable
(IRS Employer
Identification Number)
45 Mespil Road,
Dublin 4, Ireland
Tel: +353 (0)1 518 0200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
Tel: (302) 738-6680
(Address and Telephone Number of Agent for Service)
With copies to:
William B. Sorabella
Boris Dolgonos
Gibson, Dunn & Crutcher
LLP
200 Park Avenue
New York, NY 10166
(212) 351-4000
John McEvoy
General Counsel
Amryt Pharma plc
45 Mespil Road
Dublin 2
Ireland
+353 (0)1 518 0200
Raj Kannan
Chief Executive Officer
& President
Chiasma, Inc.
140 Kendrick Street,
Building C East
Needham, MA 02494
(617) 928-5300
Michael H. Bison
James A. Matarese
Lillian Kim
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
(617) 570-1000
Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after the effectiveness of this registration statement and upon completion of the merger
described in the enclosed proxy statement/prospectus.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
☒ Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards+ provided pursuant to Section 7(a)(2)(B) of the Securities Act

The term ‘new or revised financial accounting standard’ refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information contained in this proxy statement/prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
PRELIMINARY—SUBJECT TO COMPLETION—DATED JUNE 29, 2021
PROXY STATEMENT OF CHIASMA, INC.
PROSPECTUS OF AMRYT PHARMA PLC


MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT
To the Stockholders of Chiasma, Inc.:
On May 4, 2021, Chiasma, Inc. (which we refer to as “Chiasma”), Amryt Pharma plc (which we refer to as “Amryt”) and Acorn Merger Sub, Inc., an indirect wholly owned subsidiary of Amryt (which we refer to as “Merger Sub”), entered into an Agreement and Plan of Merger (which, as it may be amended from time to time, we refer to as the “merger agreement”) that provides for the acquisition of Chiasma by Amryt. On the terms and subject to the conditions set forth in the merger agreement, Merger Sub will merge with and into Chiasma (which we refer to as the “merger”) with Chiasma surviving the merger as an indirect wholly owned subsidiary of Amryt.
Upon the successful completion of the merger, each share of common stock, par value $0.01 per share, of Chiasma issued and outstanding (other than certain excluded shares as described in the merger agreement) that you own will be converted into the right to receive 0.396 (which number we refer to as the “exchange ratio”) American depositary shares of Amryt (which we refer to as “Amryt ADSs”) (which we collectively refer to as the “merger consideration”), subject to rounding to the nearest whole number of Amryt ADSs.
The exchange ratio is fixed and will not be adjusted to reflect changes in the price of Chiasma common stock or Amryt ADSs prior to the completion of the merger. The Amryt ADSs, each of which represents the right to receive five Amryt ordinary shares, issued in connection with the merger will be listed on the NASDAQ Global Select Market (which we refer to as the “Nasdaq”). Based on the number of Amryt and Chiasma securities outstanding on June 9, 2021, using the treasury stock method, upon completion of the merger, we expect that former Chiasma securityholders would receive approximately 40 percent of the equity of the combined company (excluding the impact of dilution from Amryt’s convertible debentures). Amryt ADSs are traded on Nasdaq under the symbol “AMYT,” and Amryt ordinary shares are traded on AIM, a market operated by the London Stock Exchange plc (which we refer to as “AIM”), under the symbol “AMYT.” Chiasma common stock is traded on Nasdaq under the symbol “CHMA.” We encourage you to obtain current quotes for Amryt ADSs and Chiasma common stock. This proxy statement/prospectus presents information on the basis of Amryt ADSs, which are the securities issuable in connection with the merger.
Because the exchange ratio is fixed, the market value of the merger consideration to Chiasma stockholders will fluctuate with the market price of the Amryt ADSs and will not be known at the time that Chiasma stockholders vote on the merger. Based on the reference price of Amryt ADSs of $12.95 on the Nasdaq on May 4, 2021, the last full trading day before the public announcement of the merger agreement, the implied value of the merger consideration to Chiasma stockholders was approximately $5.13 per share of Chiasma common stock. The price quoted on Nasdaq for Amryt ADSs to which Amryt and Chiasma referred when fixing the exchange ratio is referred to in this proxy statement/prospectus as the “reference price.” On June 28, 2021, the latest practicable trading day before the date of this proxy statement/prospectus, the closing price of Amryt ADSs on the Nasdaq was $12.45 per share, resulting in an implied value of the merger consideration to Chiasma stockholders of $4.71 per share of Chiasma common stock. The enterprise value implied by the transaction was approximately $268.9 million as of May 4, 2021, the last full trading day before the public announcement of the merger agreement, based on the implied per share value of the merger consideration to Chiasma stockholders as of that date as set forth above, plus Chiasma’s debt and debt-like items and less Chiasma’s cash, in each case as of the last publicly reported March 31, 2021 balance sheet date.
At the special meeting of Chiasma’s stockholders (which we refer to as the “Chiasma special meeting”), Chiasma stockholders will be asked to consider and vote on (1) a proposal to adopt the merger agreement (which we refer to as the “merger proposal”), (2) a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Chiasma’s named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement and (3) a proposal to adjourn or postpone the Chiasma special meeting to solicit additional proxies, if necessary or appropriate, if there are insufficient votes to approve the merger proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to Chiasma stockholders. The board of directors of Chiasma recommends that Chiasma stockholders vote “FOR” each of the proposals to be considered at the Chiasma special meeting.
We cannot complete the merger unless the merger proposal is approved by Chiasma stockholders. Your vote on these matters is very important, regardless of the number of shares you own. Whether or not you plan to attend the Chiasma special meeting, please promptly mark, sign and date the accompanying proxy card and return it in the enclosed postage-paid envelope or call the toll-free telephone number or use the Internet as described in the instructions included with your proxy card in order to authorize the individuals named on your proxy card to vote your shares at the Chiasma special meeting.
This proxy statement/prospectus provides you with important information about the Chiasma special meeting, the merger, and each of the proposals. We encourage you to read the entire document carefully, in particular the “Risk Factors” section beginning on page 13 for a discussion of risks relevant to the merger.
We look forward to the successful completion of the merger.
Sincerely,
Sincerely,


Raj Kannan
Chief Executive Officer and President
Chiasma, Inc.
Dr. Joseph Wiley
Chief Executive Officer
Amryt Pharma plc
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger, the adoption of the merger agreement or any of the other transactions described in this proxy statement/prospectus or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
This proxy statement/prospectus is dated June 29, 2021 and is first being mailed to Chiasma stockholders on or about July 2, 2021.

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ADDITIONAL INFORMATION
Chiasma files annual, quarterly and other reports, proxy statements and other information with the U.S. Securities and Exchange Commission (which we refer to as the “SEC”), and Amryt files annual and other reports and other information with the SEC. This proxy statement/prospectus incorporates by reference important business and financial information about Chiasma and Amryt from documents that are not included in or delivered with this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, see the section entitled “Where You Can Find Additional Information.” You can obtain copies of the documents incorporated by reference into this proxy statement/prospectus, without charge, from the SEC’s website at http://www.sec.gov.
You may also request copies of such documents incorporated by reference into this proxy statement/prospectus (excluding all exhibits, unless an exhibit has specifically been incorporated by reference into this proxy statement/prospectus), without charge, by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:
Chiasma, Inc.
140 Kendrick Street, Building C East
Needham, MA 02494
Attention: Investor Relations
Telephone: (617) 928-5300
Amryt Pharma plc
45 Mespil Road
Dublin 4
Ireland
Attention: Investor Relations
Telephone: +353 (0)1 518 0200
In addition, if you have questions about the merger or the Chiasma special meeting, need additional copies of this document or need to obtain proxy cards or other information related to the proxy solicitation, you may contact MacKenzie Partners, Inc., Chiasma’s proxy solicitor, at the following address and telephone numbers:
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, NY 10018
Stockholders may call toll free: 1 (800) 322-2885
Banks and Brokers may call collect: 1 (212) 929-5500.
You will not be charged for any of the documents you request. If you would like to request documents, please do so by July 28, 2021 (which is five business days before the date of the Chiasma special meeting) in order to receive them before the Chiasma special meeting.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS
This proxy statement/prospectus, which forms part of a registration statement on Form F-4 (File No. 333-257099) filed with the SEC by Amryt, constitutes a prospectus of Amryt under Section 5 of the U.S. Securities Act of 1933, as amended (which we refer to as the “U.S. Securities Act”) with respect to the Amryt ordinary shares underlying the Amryt ADSs to be issued to Chiasma stockholders pursuant to the Agreement and Plan of Merger, dated as of May 4, 2021, by and among Chiasma, Amryt and Merger Sub.
This proxy statement/prospectus also constitutes a notice of meeting and a proxy statement of Chiasma under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (which we refer to as the “U.S. Exchange Act”) with respect to the Chiasma special meeting, at which Chiasma stockholders will be asked to consider and vote on, among other matters, a proposal to adopt the merger agreement.
You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated June 29, 2021. The information contained in this proxy statement/prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this proxy statement/prospectus to Chiasma stockholders nor the issuance of Amryt ADSs pursuant to the merger agreement will create any implication to the contrary.
Neither the SEC nor any state securities commission has approved or disapproved the merger described in this proxy statement/prospectus, the issuance of the Amryt ADSs in connection with the merger, or passed upon the accuracy or adequacy of this proxy statement/prospectus. This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.
The information concerning Amryt contained in, or incorporated by reference into, this proxy statement/prospectus has been provided by Amryt, and information concerning Chiasma contained in, or incorporated by reference into, this proxy statement/prospectus has been provided by Chiasma, except as otherwise noted in this proxy statement/prospectus. Information provided by one entity does not constitute any representation, estimate or projection of the other entity. Information provided by one entity does not constitute any representation, estimate or projection of the other entity.
Neither Amryt shareholders nor Chiasma stockholders should construe the contents of this proxy statement/prospectus as legal, tax or financial advice. Amryt shareholders and Chiasma stockholders should consult with their own legal, tax, financial or other professional advisors. All summaries of, and references to, the agreements governing the terms of the transactions described in this proxy statement/prospectus are qualified by the full copies of and complete text of such agreements in the forms attached hereto as annexes.
Unless otherwise specified, currency amounts referenced in this proxy statement/prospectus are in U.S. dollars.
This proxy statement/prospectus is not a prospectus published in accordance with the Prospectus Regulation Rules made under Part VI of the United Kingdom Financial Services and Markets Act 2000 (as set out in the Financial Conduct Authority Handbook). Amryt intends to mail to Amryt shareholders a shareholder circular relating to the general meeting of Amryt’s shareholders to be held for the purpose of obtaining the approval of holders of Amryt ordinary shares of the transactions contemplated by the merger agreement. A copy of such circular may be obtained at Amryt’s website (www.amrytpharma.com). The web address of Amryt has been included as an inactive textual reference only. The Amryt circular and website are not incorporated by reference into, and do not form a part of, this proxy statement/prospectus.
Presentation of Financial Information
This proxy statement/prospectus contains or is accompanied by:
the unaudited consolidated financial statements of Amryt Pharma plc as of March 31, 2021 and the audited consolidated financial statements of Amryt as of December 31, 2020 and 2019 and for the three years in the period ended December 31, 2020, (i) prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006, (ii) as prepared in accordance with the accounting provisions required by International Financial Reporting Standards

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adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union, and (iii) as prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (which we refer to as “IFRS” and such statements, the “Amryt consolidated financial statements”); and
the unaudited consolidated financial statements of Chiasma, Inc. as of March 31, 2021 and the audited consolidated financial statements of Chiasma as of December 31, 2020 and 2019 and for the three years in the period ended December 31, 2020, prepared on the basis of U.S. GAAP (which we refer to as the “Chiasma consolidated financial statements”).
Unless indicated otherwise, financial data presented in this proxy statement/prospectus has been taken from the Amryt consolidated financial statements and the Chiasma consolidated financial statements incorporated by reference into this proxy statement/prospectus.
This proxy statement/prospectus also contains (a) the unaudited pro forma condensed combined statement of loss for Amryt for the year ended December 31, 2020 and for the quarter ended March 31, 2021; and (b) an unaudited pro forma condensed combined statement of financial position as at March 31, 2021 after giving effect to the merger, referred to in this proxy statement/prospectus as “Pro Forma Financial Information.” See the section of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information.” For the purposes of the unaudited pro forma condensed combined financial information, Chiasma financial information has been converted from U.S. GAAP to IFRS. The financial information set forth in this proxy statement/prospectus has been rounded for ease of presentation. Accordingly, in certain cases, the sum of the numbers in a column in a table may not conform to the total figure given for that column.
For additional information on the presentation of financial information in this proxy statement/prospectus, see the Amryt consolidated financial statements and the Chiasma consolidated financial statements, in each case, incorporated by reference into this proxy statement/prospectus.

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 3, 2021
To the Stockholders of Chiasma, Inc.:
Notice is hereby given that Chiasma, Inc. (which we refer to as “Chiasma”) will hold a special meeting of its stockholders (which we refer to as the “Chiasma special meeting”) virtually via the Internet on August 3, 2021, beginning at 9:00 a.m., Eastern Time.
In light of the ongoing COVID-19 (coronavirus) pandemic, the Chiasma special meeting will be held in a virtual meeting format only, via live webcast, and there will not be a physical meeting location. You will be able to attend the Chiasma special meeting online and to vote your shares electronically at the meeting by visiting https://web.lumiagm.com/226280530 using the password “chiasma2021” (case sensitive) (which we refer to as the “special meeting website”).
The Chiasma special meeting will be held for the following purposes:
to consider and vote on a proposal (which we refer to as the “merger proposal”) to adopt the Agreement and Plan of Merger, dated as of May 4, 2021 (which, as it may be amended from time to time, we refer to as the “merger agreement”) by and among Chiasma, Amryt Pharma plc (which we refer to as “Amryt”) and Acorn Merger Sub, Inc., an indirect wholly owned subsidiary of Amryt (which we refer to as “Merger Sub”), pursuant to which Merger Sub will merge with and into Chiasma (which we refer to as the “merger”), with Chiasma surviving the merger as an indirect wholly owned subsidiary of Amryt;
to consider and vote on a non-binding, advisory proposal to approve the compensation that may be paid or may become payable to Chiasma’s named executive officers in connection with the merger (which we refer to as the “advisory, non-binding compensation proposal”); and
to consider and vote on a proposal (which we refer to as the “adjournment proposal”) to approve the adjournment or postponement of the Chiasma special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Chiasma special meeting to approve the merger proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to Chiasma stockholders.
Chiasma will transact no other business at the Chiasma special meeting, except such business as may properly be brought before the Chiasma special meeting or any adjournment or postponement thereof. The accompanying proxy statement/prospectus, including the merger agreement attached thereto as Annex A, contains further information with respect to these matters.
Stockholders of record at the close of business on June 15, 2021 (which we refer to as the “record date”) will be entitled to notice of and to vote at the Chiasma special meeting or any adjournment or postponement of the Chiasma special meeting.
The Chiasma board of directors (which we refer to as the “Chiasma Board”) has (i) determined that the merger agreement and the transactions contemplated thereby (including the merger) are fair to and in the best interests of Chiasma and its stockholders, (ii) approved, adopted and declared advisable the merger agreement and the transactions contemplated thereby (including the merger), (iii) directed that the adoption of the merger agreement be submitted to a vote at a meeting Chiasma’s stockholders, and (iv) recommended the adoption of the merger agreement by Chiasma’s stockholders. The Chiasma Board recommends that Chiasma stockholders vote “FOR” the merger proposal, “FOR” the advisory, non-binding compensation proposal and “FOR” the adjournment proposal.
Your vote is very important, regardless of the number of shares of Chiasma common stock you own. The parties cannot complete the transactions contemplated by the merger agreement, including the merger, without approval of the merger proposal. Assuming a quorum is present, the approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of Chiasma common stock entitled to vote on the merger proposal.
Whether or not you plan to attend the Chiasma special meeting via the special meeting website, Chiasma urges you to please promptly mark, sign and date the accompanying proxy and return it in the enclosed postage-paid envelope, which requires no postage if mailed in the United States, or to submit your votes electronically by calling the toll-free telephone number or using the Internet as described in the instructions included with the

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accompanying proxy card, so that your shares may be represented and voted at the Chiasma special meeting. If you hold your shares through a broker, bank or other nominee in “street name” (instead of as a registered holder), please follow the instructions on the voting instruction form provided by your bank, broker or nominee to vote your shares. The list of Chiasma stockholders entitled to vote at the Chiasma special meeting will be available at our headquarters for examination by any stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the Chiasma special meeting. If you would like to examine the list of Chiasma stockholders of record, please contact Chiasma’s Corporate Secretary by email by emailing info@chiasmapharma.com, or by a written request addressed to our Secretary, c/o Chiasma, Inc., 140 Kendrick Street, Building C East, Needham, MA 02494, or by calling 1-844-304-2462 to schedule an appointment or request access. If our headquarters are closed for health and safety reasons related to the COVID-19 (coronavirus) pandemic during such period, the list of stockholders will be made available for examination electronically upon request to our Corporate Secretary, subject to our satisfactory verification of stockholder status. The list of Chiasma stockholders entitled to vote at the Chiasma special meeting will also be available for examination by any Chiasma stockholder during the Chiasma special meeting via the special meeting website at https://web.lumiagm.com/226280530 using the password “chiasma2021” (case sensitive).
If you have any questions about the merger, please contact Chiasma as indicated above.
If you have any questions about how to vote or direct a vote in respect of your shares of Chiasma common stock, you may contact Chiasma’s proxy solicitor, MacKenzie Partners, Inc., toll-free at 1 (800) 322-2885. Banks and brokers may call collect at 1 (212) 929-5500.
By Order of the Board of Directors,

Raj Kannan
Chief Executive Officer and President

140 Kendrick Street
Building C East
Needham, Massachusetts 02494
Dated: June 29, 2021

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YOUR VOTE IS VERY IMPORTANT
PLEASE VOTE ON THE ENCLOSED PROXY CARD NOW EVEN IF YOU PLAN TO ATTEND THE CHIASMA SPECIAL MEETING VIA THE SPECIAL MEETING WEBSITE. YOU CAN VOTE BY SIGNING, DATING AND RETURNING YOUR PROXY CARD BY MAIL IN THE ENCLOSED RETURN ENVELOPE, WHICH REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES, OR BY TELEPHONE OR THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. IF YOU DO ATTEND THE CHIASMA SPECIAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE AT THE CHIASMA SPECIAL MEETING IF YOU ARE A STOCKHOLDER OF RECORD AS OF THE RECORD DATE OR HAVE A LEGAL PROXY FROM A STOCKHOLDER OF RECORD AS OF THE RECORD DATE. IF YOU DO NOT SUBMIT YOUR PROXY, INSTRUCT YOUR BROKER HOW TO VOTE YOUR SHARES OR VOTE ELECTRONICALLY AT THE CHIASMA SPECIAL MEETING ON THE MERGER PROPOSAL, IT WILL HAVE THE SAME EFFECT AS A VOTE “AGAINST” THE MERGER PROPOSAL.
The accompanying proxy statement/prospectus provides a detailed description of the merger agreement, the merger, the merger proposal and the related agreements and transactions. We urge you to read the accompanying proxy statement/prospectus, including any documents incorporated by reference into the accompanying proxy statement/prospectus, and its annexes carefully and in their entirety. If you have any questions concerning the merger, the merger proposal, the other proposals or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus or need help voting your shares, please contact Chiasma’s proxy solicitor at the address and telephone numbers listed below:
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, NY 10018
Stockholders may call toll free: 1 (800) 322-2885
Banks and Brokers may call collect: 1 (212) 929-5500.

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QUESTIONS AND ANSWERS
The following are brief answers to certain questions that you, as a stockholder of Chiasma, may have regarding the merger and the other matters being considered at the Chiasma special meeting. You are urged to carefully read this proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters. Please refer to the section entitled “Summary” beginning on page 1 for a summary of important information regarding the merger agreement, the merger and the related transactions. Additional important information is contained in the annexes to, and the documents incorporated by reference into, this proxy statement/prospectus. You may obtain the information incorporated by reference in this proxy statement/prospectus, without charge, by following the instructions under the section entitled “Where You Can Find Additional Information” beginning on page 181.
Q:
Why am I receiving this proxy statement/prospectus?
A:
You are receiving this proxy statement/prospectus because Chiasma has agreed to be acquired by Amryt through a merger of Merger Sub with and into Chiasma (which we refer to as the “merger”) with Chiasma surviving the merger as an indirect wholly owned subsidiary of Amryt. The merger agreement, which governs the terms and conditions of the merger, is attached to this proxy statement/prospectus as Annex A.
Your vote is required in connection with the merger. Chiasma is sending these materials to its stockholders to help them decide how to vote their shares with respect to the adoption of the merger agreement, among other important matters.
Q:
What matters am I being asked to vote on?
A:
In order to complete the merger, among other things, Chiasma stockholders must adopt the merger agreement in accordance with the Delaware General Corporation Law (which we refer to as the “DGCL”), which proposal is referred to as the “merger proposal.”
Chiasma is holding the Chiasma special meeting to obtain approval of the merger proposal. At the Chiasma special meeting, Chiasma stockholders will also be asked to consider and vote on:
a non-binding, advisory proposal to approve the compensation that may be paid or may become payable to Chiasma’s named executive officers in connection with the merger (which proposal we refer to as the “advisory, non-binding compensation proposal”); and
a proposal to approve the adjournment or postponement of the Chiasma special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Chiasma special meeting to approve the merger proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to Chiasma stockholders (which proposal we refer to as the “adjournment proposal”).
Your vote is very important, regardless of the number of shares that you own. The approval of the merger proposal is a condition to the obligations of Chiasma to complete the merger. Neither the approval of the advisory, non-binding compensation proposal nor the approval of the adjournment proposal is a condition to the obligations of Chiasma to complete the merger.
Q:
Does my vote matter?
A:
Yes, your vote is very important, regardless of the number of shares that you own. The merger cannot be completed unless, among other things, the merger proposal is approved by Chiasma stockholders.
A failure to return or submit your proxy or to vote at the Chiasma special meeting as provided in this proxy statement/prospectus will have the same effect as a vote “AGAINST” the merger proposal. The failure to return or submit your proxy and to attend the Chiasma special meeting will have no effect on the advisory, non-binding compensation proposal (assuming a quorum is present) or the adjournment proposal, but the failure of any shares present or represented at the Chiasma special meeting to vote on the proposal will have the same effect as a vote “AGAINST” the advisory, non-binding compensation proposal and “AGAINST” the adjournment proposal, as applicable. The Chiasma Board recommends that you vote “FOR” the merger proposal, “FOR” the advisory, non-binding compensation proposal and “FOR” the adjournment proposal.
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Q:
How does the Chiasma Board recommend that I vote at the Chiasma special meeting?
A:
The Chiasma Board recommends that you vote “FOR” the merger proposal, “FOR” the advisory, non-binding compensation proposal and “FOR” the adjournment proposal.
In considering the recommendations of the Chiasma Board, Chiasma stockholders should be aware that Chiasma directors and executive officers have interests in the merger that are different from, or in addition to, their interests as Chiasma stockholders. These interests may include, among others, the treatment of outstanding Chiasma equity awards pursuant to the merger agreement, the payment of severance benefits and acceleration of outstanding Chiasma equity awards upon certain terminations of employment, and the agreement of Amryt post-transaction (which we refer to as the “combined company”) to indemnify Chiasma directors and executive officers against certain claims and liabilities. For a more complete description of these interests, see the information provided in the section entitled “Interests of Chiasma’s Directors and Executive Officers in the Merger” beginning on page 87.
Q:
Why am I being asked to consider and vote on a proposal to approve, by non-binding, advisory vote, the merger-related compensation for Chiasma’s named executive officers (i.e., the advisory, non-binding compensation proposal)?
A:
Under SEC rules, Chiasma is required to seek a non-binding, advisory vote of its stockholders with respect to the compensation that may be paid or become payable to Chiasma’s named executive officers that is based on or otherwise relates to the merger.
Q:
What happens if Chiasma stockholders do not approve, by non-binding, advisory vote, the merger-related compensation for Chiasma’s named executive officers (i.e., the advisory, non-binding compensation proposal)?
A:
Because the vote to approve the advisory, non-binding compensation proposal is advisory in nature, the outcome of the vote will not be binding upon Chiasma or the combined company, and the completion of the merger is not conditioned or dependent upon the approval of the advisory, non-binding compensation proposal. Accordingly, the merger-related compensation, which is described in the section entitled “Interests of Chiasma’s Directors and Executive Officers in the Merger” beginning on page 87 of this proxy statement/prospectus, may be paid to Chiasma’s named executive officers even if Chiasma’s stockholders do not approve the advisory, non-binding compensation proposal.
Q:
Are there any risks that I should consider in deciding whether to vote for the approval of the merger proposal?
A:
Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 13. You also should read and carefully consider the risk factors with respect to Chiasma that are contained in the documents that are incorporated by reference into this proxy statement/prospectus.
Q:
When and where will the Chiasma special meeting take place?
A:
The Chiasma special meeting will be held virtually via the Internet on August 3, 2021, beginning at 9:00 a.m., Eastern Time. The Chiasma special meeting will be held solely via live webcast and there will not be a physical meeting location. Chiasma stockholders will be able to attend the Chiasma special meeting online and vote their shares electronically during the meeting by visiting https://web.lumiagm.com/226280530 using the password “chiasma2021” (case sensitive) (which we refer to as the “special meeting website”). If you choose to attend the Chiasma special meeting and vote your shares during the Chiasma special meeting, you will need the 11-digit control number located on your proxy card as described in the section entitled “The Chiasma Special Meeting—Attending the Chiasma Special Meeting” beginning on page 43.
Even if you plan to attend the Chiasma special meeting, Chiasma recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the Chiasma special meeting.
If you hold your shares in “street name” you may only vote them via the special meeting website if you obtain a specific control number from your bank, broker or other nominee giving you the right to vote the shares.
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Q:
Who is entitled to vote at the Chiasma special meeting?
A:
All holders of record of shares of Chiasma common stock who held shares at the close of business on June 15, 2021, the record date, are entitled to receive notice of, and to vote at, the Chiasma special meeting. Each such holder of Chiasma common stock is entitled to cast one vote on each matter properly brought before the Chiasma special meeting for each share of Chiasma common stock that such holder owned of record as of the record date. Attendance at the Chiasma special meeting is not required to vote. See below and the section entitled “The Chiasma Special Meeting—Methods of Voting” beginning on page 41 for instructions on how to vote your shares without attending the Chiasma special meeting.
Q:
What constitutes a quorum for the Chiasma special meeting?
A:
A quorum is the minimum number of shares required to be represented, either by the appearance of the stockholder in person (including virtually) or through representation by proxy, to hold a valid meeting.
A majority of the shares entitled to vote must be present via the special meeting website or by proxy at the Chiasma special meeting in order to constitute a quorum. If there is no quorum, the presiding officer of the special meeting or the holders of voting stock representing a majority of the voting power present at the meeting may adjourn or postpone the Chiasma special meeting.
Q:
How many votes do I have for the Chiasma special meeting?
A:
Each Chiasma stockholder is entitled to one vote for each share of Chiasma common stock held of record as of the close of business on the record date. As of the close of business on the record date, there were 63,191,027 outstanding shares of Chiasma common stock.
Q:
How can I vote my shares at the Chiasma special meeting?
A:
Shares held directly in your name as the stockholder of record of Chiasma may be voted during the Chiasma special meeting via the special meeting website. If you choose to vote your shares during the virtual meeting, you will need the 11-digit control number included on your proxy card in order to access the special meeting website and to vote as described in the section entitled “The Chiasma Special Meeting—Attending the Chiasma Special Meeting” beginning on page 43.
Shares held in “street name” may be voted via the special meeting website only if you obtain a specific control number and follow the instructions provided by your bank, broker or other nominee. See the section entitled “The Chiasma Special Meeting—Attending the Chiasma Special Meeting” beginning on page 43.
Even if you plan to attend the Chiasma special meeting, Chiasma recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the Chiasma special meeting.
Additional information on attending the Chiasma special meeting can be found under the section entitled “The Chiasma Special Meeting” on page 39.
Q:
If my Chiasma common stock is represented by physical stock certificates, should I send my stock certificates now?
A:
No. After the merger is completed, you will receive a transmittal form with instructions for the surrender of your Chiasma common stock certificates. Please do not send your stock certificates with your proxy card.
Q:
What is the difference between holding shares as a stockholder of record and as a beneficial owner of shares held in “street name?”
A:
If your shares of common stock in Chiasma are registered directly in your name with American Stock Transfer & Trust Company, LLC, the transfer agent for Chiasma, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote your shares directly at the Chiasma special meeting. You may also grant a proxy for your vote directly to Chiasma or to a third party to vote your shares at the Chiasma special meeting.
If your shares of common stock in Chiasma are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name.” Your bank, broker or other nominee will
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send you, as the beneficial owner, a package describing the procedures for voting your shares and you must instruct the bank, broker or other nominee on how to vote them by following the instructions that the bank, broker or other nominee provides to you with these proxy materials. Most banks, brokers and other nominees offer the ability for stockholders to submit voting instructions by mail by completing a voting instruction card, by telephone, and by the Internet.
Q:
If my shares of Chiasma common stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote those shares for me?
A:
No. Your bank, broker or other nominee will only be permitted to vote your shares of Chiasma common stock if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee regarding the voting of your shares. Under Nasdaq rules, banks, brokers and other nominees who hold shares of Chiasma common stock in “street name” for their customers have authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are prohibited from exercising their voting discretion with respect to non-routine matters, which include all the proposals currently scheduled to be considered and voted on at the Chiasma special meeting. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokers and other nominees are not empowered to vote such shares.
Since there are no items on the agenda that your broker has discretionary authority to vote upon, broker non-votes will not be counted as present at the Chiasma special meeting for the purposes of determining a quorum if you fail to instruct your broker on how to vote on the proposals. Therefore, a broker non-vote will have the same effect as a vote “AGAINST” the merger proposal. If you fail to submit any instruction to your bank, broker or other nominee, it will have no effect on the advisory, non-binding compensation proposal, assuming that a quorum is otherwise present, and it will have no effect on the adjournment proposal.
Q:
If I hold my shares in “street name,” can I change my voting instructions after I have submitted voting instructions to my bank, broker or other nominee?
A:
If your shares are held in the name of a bank, broker or other nominee and you previously provided voting instructions to your bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee to revoke or change your voting instructions.
Q:
What should I do if I receive more than one set of voting materials for the Chiasma special meeting?
A:
If you hold shares of Chiasma common stock in “street name” and also directly in your name as a stockholder of record or otherwise, or if you hold shares of Chiasma common stock in more than one brokerage account, you may receive more than one set of voting materials relating to the Chiasma special meeting.
Record Holders. For shares held directly, please complete, sign, date and return each proxy card (or cast your vote by telephone as provided on each proxy card or via the Internet by going to https://web.lumiagm.com/226280530 using the password “chiasma2021” (case sensitive) and following the on-screen instructions) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of Chiasma common stock are voted.
Shares in “street name.” For shares held in “street name” through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee to make sure that you vote all of your shares.
Q:
How can I vote my shares without attending the Chiasma special meeting?
A:
Whether you hold your shares directly as the stockholder of record of Chiasma or beneficially in “street name,” you may direct your vote by proxy without attending the Chiasma special meeting via the special meeting website. If you are a stockholder of record, you can vote by proxy over the Internet, or by telephone or by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold shares beneficially in “street name,” you should follow the voting instructions provided by your bank, broker or other nominee.
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Additional information on voting procedures can be found under the section entitled “The Chiasma Special Meeting” on page 39.
Q:
What is a proxy?
A:
A proxy is a stockholder’s legal designation of another person to vote shares owned by such stockholder on their behalf. The document used to designate a proxy to vote your shares of Chiasma common stock is referred to as a “proxy card.”
Q:
If a stockholder gives a proxy, how are the shares of Chiasma common stock voted?
A:
Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of Chiasma common stock in the way that you indicate. For each item before the Chiasma special meeting, you may specify whether your shares of Chiasma common stock should be voted for or against, or abstain from voting.
Q:
How will my shares of Chiasma common stock be voted if I return a blank proxy?
A:
If you sign, date and return your proxy and do not indicate how you want your shares of Chiasma common stock to be voted, then your shares of Chiasma common stock will be voted in accordance with the recommendation of the Chiasma Board: “FOR” the merger proposal, “FOR” the advisory, non-binding compensation proposal and “FOR” the adjournment proposal.
Q:
Can I change my vote after I have submitted my proxy?
A:
Any Chiasma stockholder giving a proxy has the right to revoke the proxy and change their vote before the proxy is voted at the Chiasma special meeting by doing any of the following:
subsequently submitting a new proxy (including by submitting a proxy via the Internet or telephone) for the Chiasma special meeting that is received by the deadline specified on the accompanying proxy card;
giving written notice of your revocation to Chiasma’s Corporate Secretary; or
revoking your proxy and voting at the Chiasma special meeting.
Execution or revocation of a proxy will not in any way affect your right to attend the Chiasma special meeting and vote thereat. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:
Chiasma, Inc.
140 Kendrick Street, Building C East
Needham, MA 02494
(617) 928-5300
Attn: Corporate Secretary
For more information, see the section entitled “The Chiasma Special Meeting—Revocability of Proxies” beginning on page 42.
Q:
What stockholder vote is required for the approval of each proposal at the Chiasma special meeting? What will happen if I fail to vote or abstain from voting on each proposal at the Chiasma special meeting?
A:
Proposal 1: Merger Proposal. Assuming a quorum is present at the Chiasma special meeting, approval of the merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Chiasma common stock. Accordingly, a Chiasma stockholder’s abstention from voting or the failure of any Chiasma stockholder to vote (including the failure of a Chiasma stockholder who holds its shares in “street name” through a bank, broker or other nominee to give voting instructions to such bank, broker or other nominee with respect to the merger proposal), will have the same effect as a vote “AGAINST” the merger proposal.
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Proposal 2: Advisory, Non-Binding Compensation Proposal. Assuming a quorum is present at the Chiasma special meeting, approval of the advisory, non-binding compensation proposal requires the affirmative vote of at least a majority of the votes cast on the proposal. Accordingly, a Chiasma stockholder’s abstention from voting, a broker non-vote or a Chiasma stockholder’s other failure to vote (including the failure of a Chiasma stockholder who holds shares in “street name” through a bank, broker or other nominee to give voting instructions to that bank, broker or other nominee) will have no effect on the outcome of the advisory, non-binding compensation proposal, assuming a quorum is present.
Proposal 3: Adjournment Proposal. Approval of the adjournment proposal requires the affirmative vote of at least a majority of the votes cast on the proposal (whether or not a quorum is present). Accordingly, a Chiasma stockholder’s abstention from voting, a broker non-vote or a Chiasma stockholder’s other failure to vote (including the failure of a Chiasma stockholder who holds shares in “street name” through a bank, broker or other nominee to give voting instructions to that bank, broker or other nominee) will have no effect on the outcome of the adjournment proposal.
Q:
What is a “broker non-vote”?
A:
Under the Nasdaq rules, banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. All of the proposals currently expected to be brought before the Chiasma special meeting are “non-routine” matters under Nasdaq rules.
A “broker non-vote” occurs on an item when (1) a bank, broker or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares and (2) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Because all of the proposals currently expected to be voted on at the Chiasma special meeting are non-routine matters under Nasdaq rules for which brokers do not have discretionary authority to vote, Chiasma does not expect there to be any broker non-votes at the Chiasma special meeting.
Q:
Where can I find the voting results of the Chiasma special meeting?
A:
Within four business days following certification of the final voting results Chiasma will file the final voting results of the Chiasma special meeting (or, if the final voting results have not yet been certified, the preliminary results) with the SEC on a Current Report on Form 8-K.
Q:
What will Chiasma stockholders receive for their shares if the merger is completed?
A:
If the merger is completed, each share of common stock, par value $0.01 per share, of Chiasma issued and outstanding (other than certain excluded shares as described in the merger agreement) will be converted into the right to receive 0.396 (which number we refer to as the “exchange ratio”) Amryt ADSs (which we collectively refer to as the “merger consideration”).
Chiasma stockholders will not receive any fractional Amryt ADSs in the merger. Each Chiasma stockholder that otherwise would have been entitled to receive a fraction of a Amryt ADS (after aggregating all shares represented by the certificates surrendered and uncertificated shares delivered by such holder) will receive, in lieu thereof, in the aggregate that number of whole Amryt ADSs resulting from the application of the exchange ratio as is rounded to the nearest whole Amryt ADS, with no cash being paid for any fractional Amryt ADSs eliminated by such rounding.
The exchange ratio is fixed and will not be adjusted to reflect changes in the price of Chiasma common stock or Amryt ADSs prior to the completion of the merger. The Amryt ADSs, each of which represents the right to receive five Amryt ordinary shares, issued in connection with the merger will be listed on the NASDAQ Global Select Market (which we refer to as the “Nasdaq”). Based on the number of Amryt and Chiasma securities outstanding on June 9, 2021, using the treasury stock method, upon completion of the merger, we expect that former Chiasma securityholders would receive approximately 40 percent of the equity of the combined company (excluding the impact of dilution from Amryt’s convertible debentures).
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Amryt ADSs are traded on the Nasdaq under the symbol “AMYT,” and Amryt ordinary shares are traded on AIM under the symbol “AMYT.” Chiasma common stock is traded on Nasdaq under the symbol “CHMA.” We encourage you to obtain current quotes for Amryt ADSs and Chiasma common stock. This proxy statement/prospectus presents information on the basis of Amryt ADSs, which are the securities issuable in connection with the merger.
Because the exchange ratio is fixed, the market value of the merger consideration to Chiasma stockholders will fluctuate with the market price of the Amryt ADSs and will not be known at the time that Chiasma stockholders vote on the merger. Based on the reference price of Amryt ADSs of $12.95 on the Nasdaq on May 4, 2021, the last full trading day before the public announcement of the merger agreement, the implied value of the merger consideration to Chiasma stockholders was approximately $5.13 per share of Chiasma common stock. On June 28, 2021, the latest practicable trading day before the date of this proxy statement/prospectus, the closing price of Amryt ADSs on the Nasdaq was $12.45 per share, resulting in an implied value of the merger consideration to Chiasma stockholders of $4.71 per share of Chiasma common stock.
Because Amryt will issue a fixed number of Amryt ADSs in exchange for each share of Chiasma common stock, the value of the merger consideration that Chiasma stockholders will receive in the merger will depend on the market price of Amryt ADSs at the time the merger is completed. The market price of Amryt ADSs that Chiasma stockholders receive at the time the merger is completed could be greater than, less than or the same as the market price of Amryt ADSs on the date of this proxy statement/prospectus or at the time of the Chiasma special meeting. Accordingly, you should obtain current market quotations for Amryt ADSs and Chiasma common stock before deciding how to vote with respect to the merger proposal. Amryt ADSs and Chiasma common stock are traded on Nasdaq, under the symbols “AMYT” and “CHMA,” respectively. For more information regarding the merger consideration to be received by Chiasma stockholders if the merger is completed, see the section entitled “The Merger Agreement—Merger Consideration” beginning on page 108.
Q:
Is the exchange ratio subject to adjustment based on changes in the prices of Chiasma common stock or Amryt ADSs? Can it be adjusted for any other reason?
A:
For the merger consideration, you will receive a fixed number of Amryt ADSs, not a number of shares that will be determined based on a fixed market value. The market value of Amryt ADSs and the market value of Chiasma common stock at the effective time may vary significantly from their respective values on the date that the merger agreement was executed or at other dates, such as the date of this proxy statement/prospectus or the date of the Chiasma special meeting. Stock price changes may result from a variety of factors, including changes in Amryt’s or Chiasma’s respective businesses, operations or prospects, regulatory considerations, and general business, market, industry or economic conditions. The exchange ratio will not be adjusted to reflect any changes in the market value of Amryt ADSs or market value of Chiasma common stock. Therefore, the aggregate market value of the Amryt ADSs that you are entitled to receive at the time that the merger is completed could vary significantly from the value of such shares on the date of this proxy statement/prospectus or the date of the Chiasma special meeting.
However, the merger consideration will be equitably adjusted to provide you and Amryt with the same economic effect as contemplated by the merger agreement in the event of any reclassification, recapitalization, stock split (including a reverse stock split), merger, offer, combination, scheme, exchange or readjustment of shares, subdivision or other similar transaction that affects the outstanding Amryt ADSs or outstanding Amryt ordinary shares in respect thereof prior to the completion of the merger.
Q:
Will the Amryt ADSs that I receive in the merger be publicly traded on an exchange?
A:
Yes. It is a condition to the completion of the merger that the Amryt ADSs (and the Amryt ordinary shares represented thereby) to be issued in connection with the merger be approved for listing on the Nasdaq, subject to official notice of issuance. In addition, it is a condition to the completion of the merger that the London Stock Exchange (which we refer to as the “LSE”) will not have informed Amryt or its agent that the Amryt ordinary shares underlying the Amryt ADSs to be issued pursuant to the merger will not be admitted to trading on AIM. Therefore, at the effective time, all Amryt ADSs received by Chiasma stockholders in connection with the merger will be listed on the Nasdaq under the ticker symbol “AMYT” and may be traded on the exchange by stockholders.
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Amryt ADSs received by Chiasma stockholders in connection with the merger will be freely transferable, except for Amryt ADSs issued to any stockholder deemed to be an “affiliate” of Amryt for purposes of U.S. federal securities law. For more information, see the section entitled “The Merger Proposal—Restrictions on Resales of Amryt ADSs Received in the Merger.
Q:
What equity stake will Chiasma stockholders hold in Amryt immediately following the merger?
A:
Based on the number of Amryt and Chiasma securities outstanding on June 9, 2021, using the treasury stock method, upon completion of the merger, former Chiasma securityholders are expected to receive approximately 40 percent of the equity of the combined company (excluding the impact of dilution from Amryt's convertible debentures). The relative ownership interests of Amryt shareholders and former Chiasma stockholders in Amryt immediately following the merger will depend on the number of Amryt ordinary shares and shares of Chiasma common stock issued and outstanding immediately prior to the merger.
Q:
If I am a Chiasma stockholder, how will I receive the merger consideration to which I am entitled?
A:
If you hold your shares of Chiasma common stock in book-entry form, whether through The Depository Trust Company or otherwise, you will not be required to take any specific actions to exchange your shares for Amryt ADSs. Your Chiasma shares will, following the effective time of the merger, be automatically exchanged for the Amryt ADSs (in book-entry form) to which you are entitled. If you instead hold your shares of Chiasma common stock in certificated form, then, after receiving the proper and completed documentation from you following the effective time of the merger, the exchange agent will deliver to you the Amryt ADSs (in book-entry form) to which you are entitled. More information may be found in the sections entitled “The Merger Agreement—Merger Consideration” and “The Merger Agreement—No Fractional ADSs” each beginning on page 108.
Q:
What happens if I sell my shares of Chiasma common stock after the record date but before the Chiasma special meeting?
A:
The record date is earlier than the date of the Chiasma special meeting. If you sell or otherwise transfer your shares of Chiasma common stock after the record date but before the Chiasma special meeting, you will, unless special arrangements are made, retain your right to vote at the Chiasma special meeting.
Q:
When is the merger expected to be completed?
A:
Subject to the satisfaction or waiver of the closing conditions described under the section entitled “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 110, including approval of the merger proposal by Chiasma stockholders, the merger is expected to be completed in the third quarter of 2021. However, neither Chiasma nor Amryt can predict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion of the merger is subject to conditions and factors outside the control of both companies, including the receipt of certain required regulatory approvals. Chiasma and Amryt hope to complete the merger as soon as reasonably practicable. The merger agreement contains an end date of December 1, 2021 for the completion of the merger, which may be extended by mutual agreement of Chiasma and Amryt, which we refer to as the “end date.” See also the section entitled “The Merger Proposal—Regulatory Approvals Required for the Merger” beginning on page 91.
Q:
What happens if the merger is not completed?
A:
If the merger proposal is not approved by Chiasma stockholders, or if the merger is not completed for any other reason, Chiasma stockholders will not receive the merger consideration, and their shares of Chiasma common stock will remain outstanding.
If the merger is not completed, Chiasma will remain an independent public company and Chiasma common stock will continue to be listed and traded on the Nasdaq under the symbol “CHMA.”
If the merger agreement is terminated under specified circumstances as outlined in the section of the merger agreement below, Chiasma may be required to pay Amryt a termination payment of $8.0 million or a
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no-vote payment of $3.5 million, or Amryt may be required to pay Chiasma a termination payment of $5.0 million or a no-vote payment of $3.5 million. See the section entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 125 for a more detailed discussion of the termination payments.
Q:
Do Chiasma stockholders have dissenters’ or appraisal rights?
A:
No, under applicable Delaware law, dissenters and appraisal rights will not be available with respect to the merger and the other transactions contemplated by the merger agreement.
Q:
Who will solicit and pay the cost of soliciting proxies?
A:
Chiasma has engaged MacKenzie Partners, Inc. to assist in the solicitation of proxies for the Chiasma special meeting. Chiasma estimates that it will pay MacKenzie Partners, Inc. a fee of approximately $10,000 plus reasonable expenses. Chiasma has agreed to indemnify MacKenzie Partners, against certain losses, damages and expenses.
Chiasma also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Chiasma common stock. Chiasma’s directors, officers and employees and Amryt’s directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.
Q:
What are the material U.S. federal income tax considerations of the merger for U.S. holders of shares of Chiasma common stock?
A:
It is intended that, for U.S. federal income tax purposes, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”) and that Section 367(a)(1) of the Code will not apply to cause the transaction to result in gain recognition by Chiasma stockholders that exchange their shares of Chiasma common stock for the merger consideration (other than any such Chiasma stockholder that is treated as a “five-percent transferee shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of Amryt following the transaction that does not enter into a five-year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8).
If the merger qualifies for such intended tax treatment, a U.S. holder (as defined under “Certain Material U.S. Federal Income Tax Considerations”) generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of such holder’s shares of Chiasma common stock for Amryt ADSs in the merger.
You should read the section entitled “Certain Material U.S. Federal Income Tax Considerations” for a more complete summary of the U.S. federal income tax considerations of the merger to U.S. holders of shares of Chiasma common stock. The tax consequences of the merger to you will depend on your particular situation. You should consult your tax advisor to determine the tax consequences of the merger to you.
Q:
What should I do now?
A:
You should read this proxy statement/prospectus carefully and in its entirety, including the annexes, and return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope or submit your voting instructions by telephone or over the Internet as soon as possible so that your shares will be voted in accordance with your instructions.
Q:
How can I find more information about Chiasma or Amryt?
A:
You can find more information about Chiasma or Amryt from various sources described in the section entitled “Where You Can Find Additional Information” beginning on page 181 of the accompanying proxy statement/prospectus.
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Q:
Whom do I call if I have questions about the Chiasma special meeting or the merger?
A:
If you have questions about the Chiasma special meeting or the merger, or desire additional copies of this proxy statement/prospectus or additional proxies, you may contact:
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, NY 10018
Stockholders may call toll free: 1 (800) 322-2885
Banks and Brokers may call collect: 1 (212) 929-5500
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SUMMARY
This summary highlights information contained elsewhere in this proxy statement/prospectus and may not contain all of the information that might be important to you. Chiasma and Amryt urge you to read carefully the remainder of this proxy statement/prospectus, including the attached annexes, the documents incorporated by reference into this proxy statement/prospectus and the other documents to which Chiasma and Amryt have referred you. You may obtain the information incorporated by reference in this proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find Additional Information.” Each item in this summary includes a page reference to direct you to a more complete description of the topics presented in this summary.
Information about the Companies (page 105)
Amryt Pharma plc
45 Mespil Road
Dublin 4
Ireland
Tel: +353 (0)1 518 0200
Amryt is a public limited company incorporated under the laws of England and Wales. Amryt is a global commercial-stage biopharmaceutical company focused on acquiring, developing and commercializing innovative treatments to help improve the lives of patients with rare and orphan diseases. Amryt comprises a strong and growing portfolio of commercial and development assets. Amryt’s commercial business comprises two orphan disease products – metreleptin (Myalept®/ Myalepta®) and lomitapide (Juxtapid®/Lojuxta®). A predecessor of Amryt was formed in 2016, and subsequently a new Amryt entity was incorporated in England and Wales on July 17, 2019 as a private company limited in England and Wales under the name Amryt Pharma Holdings Limited. It re-registered as a public limited company on September 13, 2019 to become Amryt Pharma Holdings Plc, subsequently changing its name to Amryt Pharma plc, the current Amryt parent company, on September 24, 2019.
Amryt is a public company whose ordinary shares are traded on AIM under the symbol “AMYT,” and Amryt ADSs (each representing the right to receive five Amryt ordinary shares) have traded on the Nasdaq under the symbol “AMYT” since July 8, 2020. Amryt’s registered office is located at Dept 920a 196 High Road, Wood Green, London, N22 8HH United Kingdom, and its principal office is located at 45 Mespil Road, Dublin 4, Ireland. Its telephone number in each office is +44 (0)20 3026 7257 and +353 (0)1 518 0200, respectively.
Additional information about Amryt can be found on its website at www.amrytpharma.com. The information contained in, or that can be accessed through, Amryt’s website is not intended to be incorporated into this proxy statement/prospectus. For additional information about Amryt, see the section entitled “Where You Can Find Additional Information.”
Acorn Merger Sub, Inc.
c/o Amryt Pharma plc
45 Mespil Road
Dublin 4
Ireland
Tel: +353 (0)1 518 0200
Merger Sub, a Delaware corporation and an indirect wholly owned subsidiary of Amryt, was formed solely for the purpose of facilitating the merger. Merger Sub has not carried on any activities or operations to date, except for those activities incidental to such entity’s formation and undertaken in connection with the transactions contemplated by the merger agreement. By operation of the merger, Merger Sub will be merged with and into Chiasma. As a result, Chiasma will survive the merger as an indirect wholly owned subsidiary of Amryt.
Merger Sub’s principal executive offices are located at c/o Amryt Pharma plc, 45 Mespil Road, Dublin 4, Ireland, and the telephone number for Merger Sub is +353 (0)1 518 0200.
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Chiasma, Inc.
140 Kendrick Street, Building C East
Needham, MA 02494
(617) 928-5300
Chiasma is a Delaware corporation. Chiasma is a commercial-stage biopharmaceutical company focused on improving the lives of patients who face challenges associated with their existing treatments for rare and serious chronic disease. Employing Chiasma’s proprietary Transient Permeability Enhancer (“TPE®”) technology platform, Chiasma seeks to develop oral medications that are currently available only as injections. In June 2020, the U.S. Food and Drug Administration (which we refer to as the “FDA”) approved MYCAPSSA® (octreotide capsules) for long-term maintenance treatment in acromegaly patients who have responded to and tolerated treatment with octreotide or lanreotide. Chiasma commenced its U.S. commercial launch of MYCAPSSA in September 2020. MYCAPSSA is the first and only oral somatostatin analog, or SSA, approved by the FDA and the first product approved by the FDA utilizing Chiasma’s TPE technology. The FDA approval of MYCAPSSA was based on the positive results of Chiasma’s randomized, double-blind, placebo-controlled, nine-month Phase 3 CHIASMA OPTIMAL clinical trial of octreotide capsules, which met the primary endpoint and all four secondary endpoints, as well as safety data from all of its Phase 3 clinical trials of MYCAPSSA. Chiasma is focused on the commercialization of MYCAPSSA for the treatment of patients with acromegaly in the United States and continuing its development and seeking regulatory approval of MYCAPSSA in the European Union.
Chiasma is a public company whose shares trade on the Nasdaq under the ticker symbol “CHMA.” Chiasma’s principal executive offices are located at 140 Kendrick Street, Building C East, Needham, MA and its telephone number is (617) 928-5300.
Additional information about Chiasma can be found on its website at www.chiasma.com. The information contained in, or that can be accessed through, Chiasma’s website is not intended to be incorporated into this proxy statement/prospectus. For additional information about Chiasma, see the section entitled “Where You Can Find Additional Information.
The Merger Proposal and the Merger Agreement (pages 45 and 107)
The merger agreement provides that, upon the terms and subject to the conditions set forth in the merger agreement, at the effective time, Merger Sub, an indirect wholly owned subsidiary of Amryt, will merge with and into Chiasma with Chiasma surviving as an indirect wholly owned subsidiary of Amryt. As a result, Chiasma will cease to be a publicly traded company. The terms and conditions of the merger are contained in the merger agreement, which is described in this proxy statement/prospectus and attached to this proxy statement/prospectus as Annex A. You are encouraged to read the merger agreement carefully, as it is the legal document that governs the merger. All descriptions in this summary and elsewhere in this proxy statement/prospectus of the terms and conditions of the merger are qualified by reference to the merger agreement.
Merger Consideration (page 45)
Upon the terms and subject to the conditions set forth in the merger agreement, each eligible share of Chiasma common stock will be converted into the right to receive 0.396 Amryt ADSs, subject to rounding to the nearest whole number of Amryt ADSs. The enterprise value implied by the transaction was approximately $268.9 million as of May 4, 2021, the last full trading day before the public announcement of the merger agreement, based on the implied per share value of the merger consideration to Chiasma stockholders as of that date as set forth above, plus Chiasma’s debt and debt-like items and less Chiasma’s cash, in each case as of the last publicly reported March 31, 2021 balance sheet date. For a full description of the treatment of Chiasma Stock Options, Chiasma RSU Awards and Chiasma warrants and definitions of such terms, see the sections entitled “The Merger Agreement—Treatment of Chiasma Equity Awards and Warrants” and “The Merger Agreement—Merger Consideration” each beginning on page 108 .
Treatment of Chiasma Equity Awards and Warrants (page 108)
Chiasma Stock Options
At the effective time, each outstanding and unexercised Chiasma Stock Option, whether or not vested, will cease to represent a right to acquire shares of Chiasma common stock and will be converted into an option to purchase
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Amryt ADSs on the same terms and conditions as were applicable under such Chiasma Stock Option as of immediately prior to the effective time, with the number of Amryt ADSs subject to, and the exercise price of, each such assumed Chiasma Stock Option calculated as described in the merger agreement.
Chiasma Restricted Stock Unit Awards
At the effective time, each restricted stock unit award with respect to shares of Chiasma common stock outstanding under any Chiasma stock plan (which we refer to as a “Chiasma RSU Award”) will be treated as follows:
To the extent a Chiasma RSU Award becomes vested in connection with the transactions contemplated by the merger agreement, such Chiasma RSU Award will be converted into the right to receive the merger consideration with respect to each share of Chiasma common stock subject to such Chiasma RSU Award pursuant to the terms of the applicable plan or agreement.
Each other Chiasma RSU Award will cease to represent a right to acquire shares of Chiasma common stock and will be assumed by Amryt and converted into an equivalent Amryt restricted stock unit award, with the number of Amryt ADSs underlying each converted award determined by multiplying the exchange ratio by the number of shares of Chiasma common stock subject to such Chiasma RSU Award.
Chiasma Warrants
Immediately prior to the effective time, each Chiasma warrant that is issued and outstanding and not exercised or expired pursuant to its terms immediately prior to the effective time will be deemed to be net exercised and converted into the right to receive the merger consideration with respect to each share of Chiasma common stock issued to such warrant holder upon such net exercise immediately prior to the effective time.
For a description of the treatment of Chiasma equity awards and warrants, see the section entitled “The Merger Agreement—Treatment of Chiasma Equity Awards and Warrants.”
Risk Factors (page 13)
The merger and an investment in Amryt ADSs involve risks, some of which are related to the merger. In considering the merger, you should carefully consider the information about these risks set forth under the section entitled “Risk Factors,” together with the other information included or incorporated by reference in this proxy statement/prospectus. These risks include, without limitation, the following:
There is no assurance when or if the merger will be completed.
Failure to complete the merger could negatively affect Amryt’s or Chiasma’s stock prices, future business and financial results.
The exchange ratio is fixed and will not be adjusted in the event of any changes in either party’s stock price.
Upon completion of the merger, Chiasma stockholders will become Amryt ADS holders, and the market price for Amryt ADSs may be affected by factors different from those that historically have affected Chiasma.
In order to complete the merger, Amryt and Chiasma must obtain certain governmental approvals, and if such approvals are not granted or are granted with conditions that become applicable to the parties, completion of the merger may be delayed, jeopardized or prevented and the anticipated benefits of the merger could be reduced.
The combined company may not realize all of the anticipated benefits of the merger.
Amryt’s future performance following the completion of the merger depends, in part, on its ability to successfully implement its strategy.
The announcement and pendency of the merger could adversely affect each of Chiasma’s and Amryt’s business, results of operations and financial condition.
Chiasma and Amryt will incur substantial transaction fees and costs in connection with the merger.
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The unaudited pro forma condensed combined financial information of Chiasma and Amryt is presented for illustrative purposes only and may not be indicative of the results of operations or financial condition of the combined company following the merger.
While the merger agreement is in effect, Chiasma, Amryt and their respective subsidiaries’ businesses are subject to restrictions on their business activities.
The termination of the merger agreement could negatively impact Chiasma and Amryt.
Directors and executive officers of Chiasma have interests in the merger that may differ from the interests of Chiasma stockholders generally, including, if the merger is completed, the receipt of financial and other benefits.
Except in specified circumstances, if the merger is not completed by December 1, 2021, subject to extension by mutual written agreement of Amryt and Chiasma, either Amryt or Chiasma may choose not to proceed with the merger.
There may be less publicly available information concerning Amryt than there is for issuers that are not foreign private issuers because, as a foreign private issuer, Amryt is exempt from a number of rules under the U.S. Exchange Act and is permitted to file less information with the SEC than issuers that are not foreign private issuers and Amryt, as a foreign private issuer, is permitted to follow home country practice in lieu of the listing requirements of Nasdaq, subject to certain exceptions.
Amryt is organized under the laws of England and Wales and certain of its directors and officers reside outside of the United States and most of the assets of its non-U.S. subsidiaries are located outside of the United States. As a result, it may not be possible for shareholders to enforce civil liability provisions of the securities laws of the United States against Amryt or Amryt’s directors and members of the Amryt Board.
Resales of Amryt ADSs following the merger may cause the market value of Amryt ADSs to decline.
The market value of Amryt ADSs may decline as a result of the merger.
The rights of Chiasma stockholders who become holders of Amryt ADSs in the merger will not be the same as the rights of holders of Amryt ordinary shares or Chiasma common stock.
Current Amryt shareholders and Chiasma stockholders will have a reduced ownership and voting interest after the merger and will exercise less influence over the management of the combined company.
Chiasma is a target of a lawsuit that could result in substantial costs and may delay or prevent the merger from being completed.
The combined company may be exposed to increased litigation, which could have an adverse effect on the combined company’s business and operations.
The merger may be a taxable event for Chiasma stockholders if it does not qualify as a “reorganization” for U.S. federal income tax purposes or if the merger does not satisfy the requirements of Section 367(a)(1) of the Code.
For U.S. federal income tax purposes, Amryt is treated as a surrogate foreign corporation, and there is a risk that Amryt may be treated as a U.S. corporation under certain circumstances, including as a result of proposed U.S. federal tax legislation.
Amryt and Chiasma may have difficulty attracting, motivating and retaining executives and other key employees in light of the merger.
The merger agreement contains provisions that make it more difficult for Amryt and Chiasma to pursue alternatives to the merger and may discourage other companies from trying to acquire Chiasma for greater consideration than what Amryt has agreed to pay.
The financial forecasts are based on various assumptions that may not be realized.
Exchange rate fluctuations may adversely affect the foreign currency value of Amryt ADSs.
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Because the market value of Amryt ADSs that Chiasma stockholders will receive in the merger may fluctuate, Chiasma stockholders cannot be sure of the market value of the merger consideration that they will receive in the merger.
U.S. holders of Amryt ADSs may suffer adverse tax consequences if Amryt is characterized as a passive foreign investment company.
Comparative Per Share Market Price and Dividend Information (page 36)
The following table presents (i) the reference price per Amryt ADS on Nasdaq and the closing price per share of Chiasma common stock on Nasdaq on May 4, 2021, the last full trading day prior to the public announcement of the merger agreement, and (ii) the closing price per Amryt ADS and per share of Chiasma common stock on Nasdaq on June 28, 2021, the last practicable trading day prior to the mailing of this proxy statement/prospectus. This table also shows the implied value of the merger consideration payable for each share of Chiasma common stock, which was calculated by multiplying the reference price or closing price, as applicable, of Amryt ADSs on Nasdaq on those dates by the exchange ratio.
Date
Amryt
ADSs Nasdaq
Chiasma
Common
Stock Nasdaq
Equivalent value of
merger
consideration per
share of Chiasma
stock based on
price of
Amryt ADSs
on Nasdaq
 
(US$)
(US$)
(US$)
May 4, 2021
12.95
2.84
5.13
June 28, 2021
$12.45
$4.71
$4.93
The Chiasma Special Meeting (page 39)
In light of ongoing developments with respect to the COVID-19 (coronavirus) pandemic, Chiasma has elected to hold the Chiasma special meeting solely by means of remote communication (via the Internet). The Chiasma special meeting will be held solely via live webcast and there will not be a physical meeting location. Chiasma stockholders will be able to attend the Chiasma special meeting online and vote their shares electronically by visiting https://web.lumiagm.com/226280530 using the password “chiasma2021” (case sensitive) (which we refer to as the “special meeting website”). Chiasma stockholders will need the 11-digit control number found on their proxy card in order to access the special meeting website.
The purpose of the Chiasma special meeting is to consider and vote on each of the following proposals, each of which is further described in this proxy statement/prospectus:
Proposal 1: Adoption of the Merger Agreement. To consider and vote on the merger proposal;
Proposal 2: Approval, on an Advisory, Non-Binding Basis, of Certain Merger-Related Compensatory Arrangements with Chiasma’s Named Executive Officers. To consider and vote on the advisory, non-binding compensation proposal; and
Proposal 3: Adjournment or Postponement of the Chiasma Special Meeting. To consider and vote on the adjournment proposal.
Completion of the merger is conditioned on the approval of the merger proposal by Chiasma’s stockholders. Neither approval of the advisory, non-binding compensation proposal nor approval of the adjournment proposal is a condition to the obligation of either Chiasma or Amryt to complete the merger.
Only holders of record of shares of Chiasma common stock outstanding as of the close of business on June 15, 2021, the record date for the Chiasma special meeting, are entitled to notice of, and to vote at, the Chiasma special meeting or any adjournment or postponement of the Chiasma special meeting. Chiasma stockholders may cast one vote for each share of Chiasma common stock that Chiasma stockholders own of record as of that record date.
A quorum of Chiasma stockholders is necessary to conduct the Chiasma special meeting. The presence, via the special meeting website or by proxy, of the holders of a majority of the shares of Chiasma common stock
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entitled to vote at the Chiasma special meeting will constitute a quorum. Shares of Chiasma common stock represented at the Chiasma special meeting by attendance via the special meeting website or by proxy and entitled to vote, but not voted, including shares for which a stockholder directs an “abstention” from voting, will be counted for purposes of determining a quorum. However, because all of the proposals for consideration at the Chiasma special meeting are considered “non-routine” matters under the Nasdaq rules (as described below), shares held in “street name” will not be counted as present for the purpose of determining the existence of a quorum unless the stockholder provides their bank, broker or other nominee with voting instructions for at least one of the proposals before the Chiasma special meeting. If a quorum is not present, the Chiasma special meeting will be adjourned or postponed until the holders of the number of shares of Chiasma common stock required to constitute a quorum attend.
Assuming a quorum is present at the Chiasma special meeting, approval of the merger proposal requires the affirmative vote of at least a majority of the outstanding shares of Chiasma common stock entitled to vote on the merger proposal. Shares of Chiasma common stock not present at the Chiasma special meeting, shares that are present and not voted on the merger proposal, including due to the failure of any Chiasma stockholder who holds their shares in “street name” through a bank, broker or other nominee to give voting instructions to such bank, broker or other nominee with respect to the merger proposal, and abstentions will have the same effect as a vote “AGAINST” the merger proposal.
Assuming a quorum is present at the Chiasma special meeting, approval of the advisory, non-binding compensation proposal requires the affirmative vote of at least a majority of the votes cast on the advisory, non-binding compensation proposal by shares of Chiasma common stock present at the special meeting website or represented by proxy at the Chiasma special meeting. A failure to vote, a broker non-vote or an abstention will have no effect on the outcome of the advisory, non-binding compensation proposal, assuming a quorum is present.
Whether or not there is a quorum, the approval of the adjournment proposal requires the affirmative vote of at least a majority of the votes cast on the adjournment proposal by shares of Chiasma common stock present at the special meeting website or represented by proxy at the Chiasma special meeting. A failure to vote, a broker non-vote or an abstention will have no effect on the outcome of the adjournment proposal.
Amryt’s Reasons for the Merger (page 61)
For the factors considered by the Amryt board of directors (which we refer to as the “Amryt Board”) in resolving that the merger agreement would likely promote the success of Amryt for the benefit of it shareholders as a whole, see the section entitled “The Merger Proposal—Amryt’s Reasons for the Merger.”
Recommendation of the Chiasma Board; Chiasma’s Reasons for the Merger (page 62)
The Chiasma Board recommends that you vote “FOR” the merger proposal, “FOR” the advisory, non-binding compensation proposal and “FOR” the adjournment proposal. For a description of some of the factors considered by the Chiasma Board in reaching its decision to approve the merger agreement and additional information on the recommendation of the Chiasma Board that Chiasma stockholders vote to adopt the merger agreement, see the section entitled “The Merger Proposal—Recommendation of the Chiasma Board; Chiasma’s Reasons for the Merger.
Opinion of the Chiasma Board’s Financial Advisor (page 65)
On May 4, 2021, Duff & Phelps, a Kroll Business operating as Kroll, LLC (which we refer to as “Duff & Phelps”), a financial advisor to Chiasma, provided its oral opinion (which opinion was subsequently updated in writing, by delivery of a written opinion) to the Chiasma Board that, as of that date and subject to various assumptions and limitations described in Duff & Phelps’s written opinion, the exchange ratio provided for in the proposed transaction was fair, from a financial point of view, to the holders of Chiasma common stock (without giving any effect to the impact of the merger on any particular stockholder other than in its capacity as a stockholder). We refer to this in this proxy statement/prospectus as the “Duff & Phelps opinion.”
The full text of the written Duff & Phelps opinion that Duff & Phelps delivered to the Chiasma Board, which sets forth, among other things, certain assumptions made, certain matters considered, and certain limitations on the review undertaken in connection with the Duff & Phelps opinion, is attached as an
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Annex E to this proxy statement/prospectus and is incorporated herein by reference. We urge you to read the Duff & Phelps opinion carefully and in its entirety. The summary of the Duff & Phelps opinion set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the Duff & Phelps opinion.
Accounting Treatment of the Merger (page 90)
The merger will be accounted for as a business combination using the acquisition method of accounting in accordance with IFRS under IFRS 3, Business Combinations, which we refer to as “IFRS 3.” IFRS requires that one of the two companies in a merger be designated as the acquirer for accounting purposes based on the evidence available. Amryt will be treated as the acquiring entity for accounting purposes. In identifying Amryt as the acquiring entity for accounting purposes, Amryt and Chiasma took into account the relative voting rights of all equity instruments, the intended composition of the governing body and senior management of the combined company and the size of each of the companies. In assessing the size of each of the companies, Amryt and Chiasma management evaluated various metrics, including, but not limited to, revenue, profit before taxation, total assets and market capitalization. No single factor was the sole determinant in the overall conclusion that Amryt is the acquirer for accounting purposes; rather, all factors were considered in arriving at such conclusion. Accordingly, Amryt will record assets acquired, including identifiable intangible assets, and liabilities assumed from Chiasma at their respective fair values at the date of completion of the merger. Any excess of the purchase price over the net fair value of such assets and liabilities will be recorded as goodwill. For a more detailed discussion of the accounting treatment of the merger, see the section entitled “The Merger Proposal—Accounting Treatment of the Merger.”
Interests of Chiasma’s Directors and Executive Officers in the Merger (page 87)
In considering the recommendation of the Chiasma Board to approve and declare advisable the merger agreement, Chiasma stockholders should be aware that some of the Chiasma directors and executive officers have interests in the merger and have arrangements that are different from, or in addition to, those of Chiasma stockholders generally, including, but not limited to, the following:
Chiasma has entered into employment agreements with certain employees, including its executive officers, entitling them to certain payments and benefits in connection with a termination of employment following a change of control of Chiasma;
certain outstanding equity awards held by the Chiasma executive officers may accelerate upon a qualifying termination of their employment in connection with the merger; and
directors and officers of Chiasma have continuing rights to indemnification and directors’ and officers’ liability insurance.
These interests and arrangements may create potential conflicts of interest. The Chiasma Board was aware of these potential conflicts of interest and considered them, among other matters, in reaching its decision to approve and declare advisable the merger agreement and recommend that the Chiasma stockholders approve and adopt the merger agreement.
These interests are discussed in more detail in the section entitled “The Merger Proposal—Interests of Chiasma’s Directors and Executive Officers in the Merger.”
No Dissenters’ Rights (page 93)
Under applicable Delaware law, no dissenters or appraisal rights will be available with respect to the merger and the other transactions contemplated by the merger agreement.
Litigation Relating to the Merger (page 93)
In connection with the merger, a complaint has been filed by a purported Chiasma stockholder against Chiasma and its directors. The complaint is captioned Yurkovich v. Chiasma, Inc., et al., No. 1:21-cv-05510 (S.D.N.Y.). The complaint alleges that the preliminary registration statement, filed with the SEC on June 15, 2021, contained materially incomplete and misleading information concerning financial projections for Chiasma and Amryt and the key inputs for the financial analyses performed by Duff & Phelps. The lawsuit seeks various remedies,
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including a preliminary and/or permanent injunction prohibiting consummation of the proposed transaction, rescission of the merger agreement or any of the terms thereof or, in the event the transaction is already consummated, awarding the plaintiff rescissory damages, an accounting and costs and disbursements of the action, including reasonable attorneys’ and expert fees and expenses. Given the early stage of the proceeding, it is impossible to predict the outcome or to estimate possible loss or range of loss, if any.
Listing of Amryt ADSs (page 87)
The completion of the merger is conditioned upon the approval for listing of Amryt ADSs issuable pursuant to the merger agreement on Nasdaq, subject to official notice of issuance. In addition, it is a requirement that the LSE shall not have informed Amryt that the ordinary shares represented by such Amryt ADSs will not be admitted to trading on AIM.
Delisting and Deregistration of Chiasma Common Stock (page 87)
As promptly as practicable after the effective time, the Chiasma common stock currently listed on Nasdaq will cease to be listed on Nasdaq and will be deregistered under the U.S. Exchange Act.
Governance Matters Following Completion of the Merger (page 87)
Amryt is required to take all necessary action so that, as of immediately following the effective time, the Amryt Board will include two additional members. Subject to satisfaction of customary background checks and the receipt of a customary letter of appointment, Raj Kannan and one other individual selected by Chiasma prior to the closing who is acceptable to Amryt will be appointed as directors of Amryt until their respective successors are duly elected or appointed and qualified in accordance with applicable law; however, the tenure on the Amryt Board of the other individual selected by Chiasma will be limited to June 15, 2022.
No Solicitation (page 118)
The merger agreement generally restricts Chiasma’s and Amryt’s ability to: (i) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing information) any acquisition proposal or any inquiry with respect thereto; (ii) (A) enter into or participate in any discussions or negotiations regarding, (B) furnish to any third party any information or (C) otherwise assist, participate in, knowingly facilitate or knowingly encourage any third party, in each case, in connection with or for the purpose of knowingly encouraging or facilitating, an acquisition proposal or any inquiry with respect thereto; (iii) approve, recommend or enter into or propose to approve, recommend or enter into, any letter of intent or similar document, agreement, commitment or agreement in principle with respect to an acquisition proposal; (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement with respect to an acquisition proposal or an inquiry with respect thereto (provided that this will not restrict any such waiver or release if determined that failure to take such action would be inconsistent with directors’ fiduciary duties); (v) make an adverse recommendation change; or (vi) take any action to make any antitakeover laws and regulations inapplicable to any third party or any acquisition proposal.
However, under certain circumstances specified in the merger agreement, Chiasma or Amryt, as applicable, is permitted to furnish information with respect to it and its subsidiaries to third parties and participate in discussions or negotiations with such third parties in response to unsolicited acquisition proposal if, prior to taking such action, such party’s board of directors determines in good faith, after consultation with its financial advisor and outside legal counsel, that such acquisition proposal is or is reasonably likely to lead to a “superior proposal” (as defined in the section entitled “The Merger Agreement—No Solicitation”).
For further information, including what constitutes an “acquisition proposal,” an “inquiry,” a “superior proposal” and an “intervening event” see the section entitled “The Merger Agreement—No Solicitation.”
Regulatory Approvals Required for the Merger (page 91)
Completion of the merger is conditioned upon the expiration or termination of the waiting period relating to the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (which we refer to as the “HSR Act”). Under the HSR Act, certain transactions, including the merger, may not be completed unless certain waiting period requirements have expired or been terminated. The HSR Act provides that each party must file a
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pre-merger notification with the Federal Trade Commission (which we refer to as the “FTC”) and the Antitrust Division of the U.S. Department of Justice (which we refer to as the “DOJ”). A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filings of their respective HSR Act notification forms or the early termination of that waiting period. At any time before the expiration of the initial waiting period, the DOJ or the FTC may issue a Request for Additional Information and Documentary Material, which is referred to in this proxy statement/prospectus as a “second request.” If a second request is issued, the parties may not complete the merger until they each substantially comply with the second request and observe a second 30-calendar-day waiting period, unless the waiting period is terminated earlier.
Each of Amryt and Chiasma filed its respective HSR Act notification and report with respect to the merger on May 18, 2021, and the 30-calendar-day waiting period expired on June 17, 2021, thereby satisfying the closing condition described above.
Chiasma and Amryt have agreed to use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to complete the merger as promptly as reasonably practicable, including: (i) preparing and filing as promptly as practicable with any governmental authority all documentation to effect all filings necessary, proper or advisable to consummate the merger; (ii) obtaining, as promptly as practicable, and thereafter maintain, all consents from any governmental authority that are necessary, proper or advisable to consummate the merger, and complying with the terms and conditions of each such consent; (iii) obtaining all required consents from non-governmental third parties; and (iv) cooperating in their efforts to comply with their obligations under the merger agreement. Amryt and Chiasma are also required to use their reasonable best efforts to defend any governmental action challenging the legality of the merger and contest any order prohibiting the parties from completing the merger.
Amryt and its subsidiaries are not required to, and Chiasma and its subsidiaries will not agree to (without Amryt’s prior written consent): (i) agree or proffer to divest or hold separate, or take any other action with respect to, any of the assets or businesses of Amryt, Chiasma, the surviving corporation or any of their respective subsidiaries; (ii) agree or proffer to limit in any manner or not to exercise any rights of ownership of any securities (including the shares of Chiasma common stock); or (iii) enter into any agreement that limits the ownership or operation of any business of Amryt, Chiasma, the surviving corporation or any of their respective subsidiaries, in each case that is not conditioned upon, or that becomes effective prior to, the closing or that is material to the business, financial condition or results of operations of Amryt, Chiasma, the surviving corporation or any of their respective subsidiaries, taken as a whole.
Additionally, Amryt and its subsidiaries will not acquire or agree to acquire any person or portion thereof if the entry into a definitive agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any material delay in the obtaining of, or increase the risk of not obtaining, any approvals of any governmental authority necessary to consummate the transactions contemplated by the merger agreement or the expiration or termination of any applicable waiting period, (ii) materially increase the risk of any governmental authority entering an order prohibiting the consummation of the transactions contemplated by the merger agreement or (iii) materially delay the consummation of the transactions contemplated by the merger agreement.
Conditions to Completion of the Merger (page 110)
Each party’s obligation to complete the merger is subject to the satisfaction or waiver of the following mutual conditions:
adoption of the merger agreement by Chiasma stockholders;
approval of the transactions contemplated by the merger agreement by Amryt shareholders;
the absence of any order issued by any court or other governmental authority of competent jurisdiction that remains in effect and enjoins, prevents or prohibits completion of the merger, and the absence of any applicable law enacted, entered or promulgated by any governmental authority that remains in effect and prohibits or makes illegal completion of the merger;
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effectiveness of the registration statement for the Amryt ADSs and Amryt ordinary shares represented thereby to be issued in the merger (of which this proxy statement/prospectus forms a part) and, if applicable, of the registration statement on Form F-6 relating to the Amryt ADSs and the absence of any stop order suspending that effectiveness or any proceedings for that purpose pending before the SEC;
the distribution of the shareholder circular to Amryt shareholders in accordance with Amryt’s organizational documents;
(i) approval for listing on Nasdaq of the Amryt ADSs (and the Amryt ordinary shares represented thereby) to be issued in connection with the merger, subject to official notice of issuance, and (ii) the LSE not having informed Amryt that the Amryt ordinary shares represented by the Amryt ADSs will not be admitted to trading on AIM; and
any applicable waiting period under the HSR Act shall have expired or been terminated.
The obligations of Amryt and Merger Sub to complete the merger are subject to the satisfaction or waiver of further conditions, including:
performance in all material respects by Chiasma of all of its obligations under the merger agreement required to be performed by it at or prior to the effective time;
subject to certain exceptions and materiality standards provided in the merger agreement, the representations and warranties of Chiasma being true and correct at and as of the date of the merger agreement and at and as of the closing date as though made at and as of the closing date;
absence of a material adverse effect on Chiasma since the date of the merger agreement; and
receipt of a certificate from an executive officer of Chiasma certifying that the conditions set forth in the three bullets directly above have been satisfied.
The obligation of Chiasma to complete the merger is subject to the satisfaction or waiver of further conditions, including:
performance in all material respects by each of Amryt and Merger Sub of all of its obligations under the merger agreement required to be performed by it at or prior to the effective time;
subject to certain exceptions and materiality standards provided in the merger agreement, the representations and warranties of Amryt being true and correct at and as of the date of the merger agreement and at and as of the closing date as though made at and as of the closing date;
absence of a material adverse effect on Amryt since the date of the merger agreement;
receipt of a certificate from an executive officer of Amryt certifying that the conditions set forth in the three bullets directly above have been satisfied; and
the receipt by Chiasma of a tax opinion as to certain tax matters.
Termination of the Merger Agreement (page 125)
Subject to conditions and circumstances described in the merger agreement, the merger agreement may be terminated as follows:
by mutual written agreement of Amryt and Chiasma;
by either Amryt or Chiasma, if the merger has not been completed by the end date of December 1, 2021, subject to extension by mutual written agreement of Amryt and Chiasma;
by either Amryt or Chiasma, if a governmental authority has issued a final and non-appealable injunction or other order that permanently enjoins, prevents or prohibits the completion of the merger;
by either Amryt or Chiasma, if (i) Chiasma stockholders fail to adopt the merger agreement upon a vote taken on a proposal to adopt the merger agreement at the Chiasma special meeting or (ii) Amryt shareholders fail to approve the transactions contemplated by the merger agreement upon a vote taken on a proposal to approve the transactions contemplated by the merger agreement;
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by Amryt if, prior to the adoption of the merger agreement by Chiasma stockholders: (i) the Chiasma Board makes an adverse recommendation change, (ii) Chiasma fails to publicly confirm to Chiasma stockholders, within 10 business days after the commencement of a tender or exchange offer subject to Regulation 14D under the U.S. Exchange Act that constitutes an acquisition proposal, that Chiasma recommends rejection of such tender or exchange offer (or shall have withdrawn any such rejection thereafter), (iii) other than in the context of a tender or exchange offer, Chiasma fails to publicly reaffirm the Chiasma Board’s recommendation to adopt the merger agreement after the date any acquisition proposal with respect to Chiasma or any material modification thereto (which request may only be made once per acquisition proposal or material modification) is first publicly announced, within five business days after a request from Amryt, (iv) other than in the context of an acquisition proposal, Chiasma fails to publicly reaffirm the Chiasma Board’s recommendation to adopt the merger agreement within 5 business days following a written request from Amryt (which request may only be made once other than in the context of an acquisition proposal), or (v) Chiasma has breached or failed to perform any of its obligations described under “—No Solicitation” in any material respect;
by Amryt if there has been a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Chiasma (other than with respect to its obligations described under “—No Solicitation”) that, individually or in the aggregate, would give rise to the failure of a closing condition by the other party and is incapable of being cured prior to the end date or is not cured within 30 days after the giving of notice thereof by Amryt or the end date;
by Amryt if, prior to the approval of the transactions contemplated by the merger agreement by Amryt shareholders, Amryt terminates the merger agreement in order to enter into a definitive agreement for a superior proposal;
by Chiasma if, prior to the approval of the transactions contemplated by the merger agreement by Amryt shareholders: (i) the Amryt Board makes an adverse recommendation change, (ii) Amryt fails to publicly confirm to Amryt shareholders, within ten business days after the announcement or commencement of a tender or exchange offer subject to Regulation 14D under the U.S. Exchange Act that constitutes an acquisition proposal, that Amryt recommends rejection of such tender or exchange offer (or shall have withdrawn any such rejection thereafter), (iii) other than in the context of a tender or exchange offer, Amryt fails to publicly reaffirm the Amryt Board’s recommendation to approve the transactions contemplated by the merger agreement after the date any acquisition proposal with respect to Amryt or any material modification thereto (which request may only be made once per acquisition proposal or material modification) is first publicly announced, within five business days after a request from Chiasma, (iv) other than in the context of an acquisition proposal, Amryt fails to publicly reaffirm the Amryt Board’s recommendation to approve the transactions contemplated by the merger agreement within five business days following a written request from Chiasma (which request may only be made once other than in the context of an acquisition proposal), or (v) Amryt or Merger Sub has breached or failed to perform any of its obligations described under “—No Solicitation” in any material respect.
by Chiasma if there has been a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Amryt or Merger Sub (other than with respect to its obligations described under “—No Solicitation”) that, individually or in the aggregate, would give rise to the failure of a closing condition by the other party and is incapable of being cured prior to the end date or is not cured within 30 days after the giving of notice thereof by Chiasma or the end date; or
by Chiasma if, prior to the adoption of the merger agreement by Chiasma stockholders, Chiasma terminates the merger agreement in order to enter into a definitive agreement for a superior proposal.
Voting Agreements (page 129)
Concurrently with the execution of the merger agreement, as a condition and inducement to the parties’ willingness to enter into the merger agreement, securityholders of Chiasma that collectively own as of the record date approximately 9.1 percent of the outstanding shares of Chiasma (excluding shares of Chiasma common stock issuable upon exercise of Chiasma warrants) entered into a voting and transaction support agreement with Amryt and Merger Sub, and securityholders of Amryt that collectively own approximately 34 percent of the outstanding shares of Amryt as of the date of such agreements entered into voting and transaction support agreements with Chiasma.
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Pursuant to the voting agreements, the securityholders of Amryt and Chiasma, as applicable, agreed, among other things, to vote their beneficially owned securities of Amryt or Chiasma, as applicable, in favor of the transactions contemplated by the merger agreement, including any matter necessary for the consummation of the merger. For a summary of the voting agreements, see the section entitled “The Voting Agreements.”
Certain Material U.S. Federal Income Tax Considerations (page 93)
It is intended that, for U.S. federal income tax purposes, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and that Section 367(a)(1) of the Code will not apply to cause the transaction to result in gain recognition by Chiasma stockholders that exchange their shares of Chiasma common stock for the merger consideration (other than any such Chiasma stockholder that is treated as a “five-percent transferee shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of Amryt following the transaction that does not enter into a five-year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8). The obligation of Chiasma to complete the transaction is conditioned upon the receipt of an opinion from Goodwin Procter LLP, tax counsel to Chiasma, Gibson, Dunn & Crutcher LLP, tax counsel to Amryt, or another nationally recognized tax counsel reasonably satisfactory to Chiasma and Amryt to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, (i) the transaction will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (ii) Section 367(a)(1) of the Code will not apply to cause the transaction to result in gain recognition by Chiasma stockholders (other than any such Chiasma stockholder that is treated as a “five-percent transferee shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of Amryt following the transaction that does not enter into a five-year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8).
If the merger qualifies for such intended tax treatment, and assuming that, in the case of any holder that is treated as a “five-percent transferee shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of Amryt following the transaction, such holder enters into a five-year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8, a U.S. holder (as defined in the section entitled “Certain Material U.S. Federal Income Tax Considerations”) generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of such holder’s shares of Chiasma common stock for Amryt ADSs in the merger.
For a more complete discussion of the material U.S. federal income tax considerations of the merger applicable to U.S. holders of shares of Chiasma common stock, please review the information set forth in the section entitled “Certain Material U.S. Federal Income Tax Considerations.” The discussion of U.S. federal income tax considerations of the merger contained in this proxy statement/prospectus is intended to provide only a general summary and is not a complete analysis or description of all potential U.S. federal income tax considerations of the merger. The discussion does not address tax consequences that may vary with, or are contingent on, individual circumstances. In addition, it does not address the effects of any non-U.S., state or local tax laws. Holders of shares of Chiasma common stock should consult their tax advisor to determine the tax consequences of the merger to them.
Your Rights as an Amryt ADS Holder Will Be Different from Your Rights as a Chiasma Stockholder (page 12)
Upon the completion of the merger, each eligible share of Chiasma common stock will be converted into the right to receive the merger consideration, consisting of 0.396 Amryt ADSs. As a result, Chiasma stockholders will have different rights once they become holders of Amryt ADSs due to differences between the organizational documents of Amryt and Chiasma and differences between Delaware law, where Chiasma is incorporated, and the laws of England and Wales, where Amryt is incorporated. In addition, holders of Amryt ADSs will be able to exercise the shareholder rights for the Amryt ordinary shares represented by such Amryt ADSs through the depositary bank, only to the extent contemplated by the Amended and Restated Deposit Agreement, dated as of July 8, 2020, by and among Amryt, Citibank, N.A. (acting in its capacity as depositary) and all holders and beneficial owners of Amryt ADSs (which we refer to as the “deposit agreement”). For a summary of the material differences between the rights of Amryt ADS holders and the existing rights of Chiasma stockholders, see the section entitled “Comparison of Rights of Amryt ADS Holders and Chiasma Stockholders.”
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RISK FACTORS
You should consider carefully the following risk factors, as well as the other information set forth in and incorporated by reference into this proxy statement/prospectus, before making a decision on the merger proposal, the advisory, non-binding compensation proposal or the adjournment proposal. As a holder of Amryt ADSs or ordinary shares following completion of the merger, you will be subject to all risks inherent in the business of Amryt in addition to the risks relating to Chiasma. The market value of your Amryt ADSs or ordinary shares will reflect the performance of the business relative to, among other things, that of the competitors of Amryt and Chiasma and general economic, market and industry conditions. The value of your investment may increase or may decline and could result in a loss. You should carefully consider the following factors as well as the other information contained in and incorporated by reference into this proxy statement/prospectus. For information about the filings incorporated by reference in this proxy statement/prospectus, see the section entitled “Where You Can Find Additional Information.”
Risks Related to the Merger
There is no assurance when or if the merger will be completed.
The completion of the merger is subject to the satisfaction or waiver of a number of conditions as set forth in the merger agreement, including, among others, (i) the adoption of the merger agreement by an affirmative vote of the holders of a majority of all of the outstanding shares of Chiasma common stock entitled to vote at the Chiasma special meeting, (ii) affirmative vote of at least a majority of the votes cast, in the case of the resolution authorizing the Amryt Board to allot the Amryt ordinary shares underlying the Amryt ADSs to be issued as merger consideration in connection with the merger and the treatment of Chiasma equity awards (which we refer to as the “parent share issuance approval”), and affirmative vote of at least 75 percent of the votes cast, in the case of the resolution amending the articles of association of Amryt to increase the maximum number of directors of Amryt to nine (which we refer to as the “parent board size approval”), in each case by holders of outstanding ordinary shares of Amryt at a duly convened and held meeting of Amryt’s shareholders at which a quorum is present approving such transactions contemplated by the merger agreement, (iii) the absence of any law or order that prohibits or makes illegal the completion of the merger, (iv) effectiveness of this registration statement on Form F-4 and, if applicable, of the registration statement on Form F-6 relating to the Amryt ADSs and the absence of any stop order suspending that effectiveness or any proceedings for that purpose pending before the SEC, (v) the shareholder circular having been made available to Amryt shareholders in accordance with Amryt’s organizational documents, (vi) approval for listing on Nasdaq of the Amryt ADSs (and the Amryt ordinary shares represented thereby) to be issued in connection with the merger, subject to official notice of issuance and the LSE not having informed Amryt or its agent that such Amryt ordinary shares will not be admitted to trading on AIM, (vii) the expiration or termination of the applicable waiting period under the HSR Act and (viii) other customary closing conditions, including the accuracy of each party’s representations and warranties (subject to specified materiality qualifiers), each party’s material compliance with its covenants and agreements contained in the merger agreement and the absence of a material adverse effect on each party. There can be no assurance as to when these conditions will be satisfied or waived, if at all, or that other events will not intervene to delay or result in the failure to complete the merger.
Failure to complete the merger could negatively affect Amryt’s or Chiasma’s stock prices, future business and financial results.
If the merger is not completed, the ongoing businesses of either or both parties may be adversely affected. Additionally, if the merger is not completed and the merger agreement is terminated, in certain circumstances Chiasma may be required to pay Amryt a termination fee. In addition, Amryt and Chiasma have incurred and will continue to incur significant transaction expenses in connection with the merger regardless of whether the Merger is completed. Furthermore, Amryt or Chiasma may experience negative reactions from the financial markets, including negative impacts on Amryt’s or Chiasma’s stock prices, or negative reactions from suppliers or other business partners, should the merger not be completed.
The foregoing risks, or other risks arising in connection with the failure to consummate the merger, including the diversion of management attention from conducting the business of the respective companies and pursuing other
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opportunities during the pendency of the merger, may have a material adverse effect on Amryt’s or Chiasma’s business, operations, financial results and share and stock prices. Either party could also be subject to litigation related to any failure to consummate the merger or any related action that could be brought to enforce a party’s obligations under the merger agreement.
The exchange ratio is fixed and will not be adjusted in the event of any changes in either party’s stock price.
Upon completion of the merger, each share of Chiasma common stock, excluding shares owned by the parties to the merger agreement, that is issued and outstanding immediately prior to the effective time will be automatically canceled and converted into the right to receive 0.396 Amryt ADSs. This exchange ratio will not be adjusted for changes in the market price of either Amryt ADSs or Chiasma common stock between the date the merger agreement was signed and completion of the merger. As a result, changes in the price of Amryt ADSs prior to the completion of the merger will affect the value of Amryt ADSs delivered upon completion of the merger. An increase in the price of Amryt ADSs will increase the value of the consideration Amryt delivers. Similarly, a decrease in the price of Chiasma common stock will increase the premium that Amryt pays per share of Chiasma common stock.
Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in Amryt’s and Chiasma’s respective businesses, operations and prospects, risks inherent in their respective businesses, changes in market assessments of the likelihood that the merger will be completed and/or the value that may be generated by the merger, and changes with respect to expectations regarding the timing of the merger and regulatory considerations.
Upon completion of the merger, Chiasma stockholders will become Amryt ADS holders, and the market price for Amryt ADSs may be affected by factors different from those that historically have affected Chiasma.
Upon completion of the merger, Chiasma stockholders will become Amryt ADS holders. Amryt’s businesses differ from those of Chiasma, and accordingly, the results of operations of Amryt will be affected by some factors that are different from those currently affecting the results of operations of Chiasma. For a discussion of the businesses of Chiasma and Amryt and of some important factors to consider in connection with those businesses, see the documents incorporated by reference in this proxy statement/prospectus and referred to in the section entitled “Where You Can Find Additional Information.
Certain rights of Chiasma stockholders will change as a result of the merger.
Upon completion of the merger, Chiasma stockholders will no longer be stockholders of Chiasma, a Delaware corporation, but will be Amryt ADS holders.
Amryt is a public limited company incorporated under the laws of England and Wales. There will be certain differences between your current rights as a Chiasma stockholder, on the one hand, and the rights to which you will be entitled as an Amryt ADS holder, on the other hand. For a more detailed discussion of the differences in the rights of Chiasma stockholders and Amryt ADS holders, see the section entitled “Comparison of Rights of Amryt ADS Holders and Chiasma Stockholders.
In order to complete the merger, Amryt and Chiasma must obtain certain governmental approvals, and if such approvals are not granted or are granted with conditions that become applicable to the parties, completion of the merger may be delayed, jeopardized or prevented and the anticipated benefits of the merger could be reduced.
No assurance can be given that the required consents, orders and approvals will be obtained or that the required conditions to the completion of the merger will be satisfied. Even if all such consents, orders and approvals are obtained and such conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents, orders and approvals. For example, these consents, orders and approvals may impose conditions on or require divestitures relating to the divisions, operations or assets of Chiasma and Amryt or may impose requirements, limitations or costs or place restrictions on the conduct of Chiasma’s or Amryt’s business, and if such consents, orders and approvals require an extended period of time to be obtained, such extended period of time could increase the chance that an adverse event occurs with respect to Chiasma or Amryt. Such extended period of time also may increase the chance that other adverse effects with respect to Chiasma or Amryt could
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occur, such as the loss of key personnel. Even if all necessary approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals. For more information, see the sections entitled “The Merger Proposal—Regulatory Approvals Required for the Merger” and “The Merger Agreement—Conditions to Completion of the Merger.
The Chiasma special meeting may take place before all of the required regulatory approvals have been obtained and before all conditions to such approvals, if any, are known. Notwithstanding the foregoing, if the merger proposal is approved by Chiasma stockholders, Chiasma may not be required to seek further approval of Chiasma stockholders.
The combined company may not realize all of the anticipated benefits of the merger.
Amryt and Chiasma believe that the merger will provide benefits to the combined company as described elsewhere in this proxy statement/prospectus. However, there is a risk that some or all of the expected benefits of the merger may fail to materialize, or may not occur within the time periods anticipated by Amryt and Chiasma. The realization of such benefits may be affected by a number of factors, including regulatory considerations and decisions, many of which are beyond the control of Amryt and Chiasma. The challenge of coordinating previously independent businesses makes evaluating the business and future financial prospects of the combined company following the merger difficult. Chiasma and Amryt have operated and, until completion of the merger, will continue to operate, independently. The success of the merger, including anticipated benefits and cost savings, will depend, in part, on the ability to successfully integrate the operations of both companies in a manner that results in various benefits, including, among other things, an expanded market reach and operating efficiencies that do not materially disrupt existing customer relationships nor result in decreased revenues or dividends due to the full or partial loss of customers. The past financial performance of each of Chiasma and Amryt may not be indicative of their future financial performance. The combined company will be required to devote significant management attention and resources to integrating its business practices and support functions. The diversion of management’s attention and any delays or difficulties encountered in connection with the merger and the coordination of the two companies’ operations could have an adverse effect on the business, financial results, financial condition or the share price of the combined company following the merger. The coordination process may also result in additional and unforeseen expenses.
Failure to realize all of the anticipated benefits of the merger may impact the financial performance of the combined company, the price of the combined company’s ADSs (and the Amryt ordinary shares represented thereby) and the ability of the combined company to pay dividends on its ordinary shares. Amryt has never declared or paid cash dividends on its ordinary shares. For the foreseeable future, Amryt intends to retain all available funds and any future earnings to support its operations and to finance the growth and development of the business. Any future determination to declare cash dividends will be made at the discretion of its board of directors, subject to compliance with applicable laws and covenants under current or future debt facilities, which may restrict or limit Amryt’s ability to pay dividends, and will depend on its financial condition, operating results, capital requirements, general business conditions and other factors that the board of directors may deem relevant. Amryt does not anticipate paying any cash dividends on its ordinary shares in the foreseeable future. As a result, a return on any investment will only occur if the price of the ordinary shares appreciate.
Amryt’s future performance following the completion of the merger depends, in part, on its ability to successfully implement its strategy.
Amryt, following the completion of the merger, may be unable to realize the anticipated benefits and synergies of its business strategies as they are based on assumptions about future demand for the businesses’ current products and its product candidates, as well as on its continuing ability to produce its businesses’ products profitably. Furthermore, whilst the Amryt Board is optimistic about Amryt’s prospects, there is no certainty that anticipated outcomes and sustainable revenues or profits can be achieved. In the meantime, Amryt will continue to expend its cash reserves, and there can be no assurance that Amryt’s operations will be profitable or produce a reasonable return, if any, on its investments or that the anticipated outcomes or sustainable revenues or profits will be achieved.
The announcement and pendency of the merger could adversely affect each of Chiasma’s and Amryt’s business, results of operations and financial condition.
The announcement and pendency of the merger could cause disruptions in and create uncertainty surrounding Chiasma’s and Amryt’s business, including affecting Chiasma’s and Amryt’s relationships with its existing and
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future customers, suppliers and employees, which could have an adverse effect on Chiasma’s and Amryt’s business, results of operations and financial condition, regardless of whether the merger is completed. In particular, Chiasma and Amryt could potentially lose important personnel as a result of the departure of employees who decide to pursue other opportunities in light of the merger. Chiasma and Amryt could also potentially lose customers or suppliers, and new customer or supplier contracts could be delayed or decreased. In addition, each of Chiasma and Amryt has expended, and continues to expend, significant management resources in an effort to complete the merger, which are being diverted from Chiasma’s and Amryt’s day-to-day operations.
If the merger is not completed, Chiasma’s and Amryt’s stock prices may fall to the extent that the current prices of Chiasma common stock and Amryt ADS (and the Amryt ordinary shares represented thereby) reflect a market assumption that the merger will be completed. In addition, the failure to complete the merger may result in negative publicity or a negative impression of Chiasma in the investment community and may affect Chiasma’s and Amryt’s relationship with employees, customers, suppliers and other partners in the business community.
Chiasma and Amryt will incur substantial transaction fees and costs in connection with the merger.
Chiasma and Amryt have incurred and expect to incur additional material non-recurring expenses in connection with the merger and completion of the transactions contemplated by the merger agreement, including costs relating to obtaining required approvals and compensation change in control payments. Chiasma and Amryt have incurred significant financial services, accounting, tax and legal fees in connection with the process of negotiating and evaluating the terms of the merger. Additional significant unanticipated costs may be incurred in the course of coordinating the businesses of Chiasma and Amryt after completion of the merger. Even if the merger is not completed, Chiasma and Amryt will need to pay certain costs relating to the merger incurred prior to the date the merger was abandoned, such as financial advisory, accounting, tax, legal, filing and printing fees. Such costs may be significant and could have an adverse effect on the parties’ future results of operations, cash flows and financial condition. In addition to its own fees and expenses, in the event the Chiasma stockholders or Amryt shareholders do not approve the matters required to be voted upon, and the merger agreement is terminated, Chiasma or Amryt may be required to pay the other party an amount equal to $3.5 million. For more information, see the section entitled “The Merger Agreement—Termination Payments and Expenses.
The unaudited pro forma condensed combined financial information of Chiasma and Amryt is presented for illustrative purposes only and may not be indicative of the results of operations or financial condition of the combined company following the merger.
The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus has been prepared using the consolidated historical financial statements of Amryt and Chiasma, is presented for illustrative purposes only and should not be considered to be an indication of the results of operations or financial condition of the combined company following the merger. In addition, the pro forma combined financial information included in this proxy statement/prospectus is based in part on certain assumptions regarding the merger. These assumptions may not prove to be accurate, and other factors may affect the combined company’s results of operations or financial condition following the merger. Accordingly, the historical and pro forma financial information included in this proxy statement/prospectus does not necessarily represent the combined company’s results of operations and financial condition had Chiasma and Amryt operated as a combined entity during the periods presented, or of the combined company’s results of operations and financial condition following completion of the merger. The combined company’s potential for future business success and operating profitability must be considered in light of the risks, uncertainties, expenses and difficulties typically encountered by recently combined companies.
In preparing the pro forma financial information contained in this proxy statement/prospectus, Amryt has given effect to, among other items, the completion of the merger, the payment of the merger consideration and the indebtedness of Amryt on a consolidated basis after giving effect to the merger, including the indebtedness of Chiasma. The unaudited pro forma financial information does not reflect all of the costs that are expected to be incurred by Chiasma and Amryt in connection with the merger. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information,” including the notes thereto.
Amryt or Chiasma may waive one or more of the closing conditions without re-soliciting shareholder approval or stockholder approval, respectively.
Certain conditions to Amryt and Chiasma’s obligations, respectively, to complete the merger may be waived, in whole or in part, to the extent legally permissible, either unilaterally or by agreement of Amryt and Chiasma. In
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the event that any such waiver does not require re-solicitation of Amryt’s shareholders or an amendment of this proxy statement/prospectus or any re-solicitation of proxies or voting cards, as applicable, the parties will have the discretion to complete the merger without seeking further approval of Amryt shareholders or Chiasma stockholders, as applicable.
The opinion of Duff & Phelps rendered to the Chiasma Board does not reflect changes in circumstances between the signing of the merger agreement and the completion of the merger.
The Chiasma Board has received an opinion from Duff & Phelps, dated May 4, 2021, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in Duff & Phelps’s written opinion, the exchange ratio provided for in the merger was fair, from a financial point of view, to the holders of Chiasma common stock.
For a description of the opinion that the Chiasma Board received from its financial advisor, see the section entitled “The Merger Proposal—Opinion of the Chiasma Board’s Financial Advisor.” A copy of the Duff & Phelps opinion is attached as Annex E to this proxy statement/prospectus and is incorporated by reference herein in its entirety.
While the merger agreement is in effect, Chiasma, Amryt and their respective subsidiaries’ businesses are subject to restrictions on their business activities.
Under the merger agreement, Chiasma, Amryt and their respective subsidiaries have agreed to certain restrictions on the conduct of their respective businesses and generally must operate their respective businesses in the ordinary course prior to completing the merger (unless Chiasma or Amryt obtains the other’s consent, as applicable, which is not to be unreasonably withheld, conditioned or delayed), which may restrict Chiasma’s and Amryt’s ability to exercise certain of their respective business strategies. These restrictions may prevent Chiasma and Amryt from pursuing otherwise attractive business opportunities, making certain investments or acquisitions, selling assets, engaging in capital expenditures in excess of certain agreed limits, engaging in share repurchase programs, incurring indebtedness or making changes to Chiasma’s and Amryt’s respective businesses prior to the completion of the merger or termination of the merger agreement, as applicable. These restrictions could have an adverse effect on Chiasma’s and Amryt’s respective businesses, financial results, financial condition or stock price.
In addition, the merger agreement prohibits Chiasma and Amryt from: (i) soliciting, initiating, knowingly facilitating or knowingly encouraging (including by way of furnishing information) any acquisition proposal or any inquiry with respect thereto; (ii) (A) entering into or participating in any discussions or negotiations regarding, (B) furnishing to any third party any information or (C) otherwise assisting, participating in, knowingly facilitating or knowingly encouraging any third party, in each case, in connection with or for the purpose of knowingly encouraging or facilitating, an acquisition proposal or any inquiry with respect thereto; (iii) approving, recommending or entering into or proposing to approve, recommend or enter into, any letter of intent or similar document, agreement, commitment or agreement in principle with respect to an acquisition proposal; (iv) granting any waiver, amendment or release under any standstill or confidentiality agreement with respect to an acquisition proposal or an inquiry with respect thereto (provided that this will not restrict any such waiver or release if determined that failure to take such action would be inconsistent with directors’ fiduciary duties); (v) making an adverse recommendation change; or (vi) taking any action to make any antitakeover laws and regulations inapplicable to any third party or any acquisition proposal. Chiasma may be required to pay Amryt a termination payment of $8.0 million if the merger agreement is terminated under the circumstances specified in the merger agreement, and Amryt may be required to pay Chiasma a termination payment of $5.0 million if the merger agreement is terminated under the circumstances specified in the merger agreement.
These provisions may limit Chiasma’s ability to pursue offers from third parties that could result in greater value to Chiasma stockholders than the merger consideration. The termination payment may also discourage third parties from pursuing an alternative acquisition proposal with respect to Chiasma.
The termination of the merger agreement could negatively impact Chiasma and Amryt.
If the merger is not completed for any reason, including as a result of Chiasma stockholders failing to approve the merger proposal or Amryt shareholders approving the transactions contemplated by the merger agreement upon a vote taken on a proposal to approve the transactions contemplated by the merger agreement, the ongoing
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businesses of Chiasma and Amryt may be adversely affected and, without realizing any of the anticipated benefits of having completed the merger, Chiasma and Amryt would be subject to a number of risks, including the following:
Chiasma and Amryt may experience negative reactions from the financial markets, including a decline of their share prices (which may reflect a market assumption that the merger will be completed);
Chiasma and Amryt may experience negative reactions from the investment community, their customers, suppliers, distributors, regulators and employees and other partners in the business community;
Chiasma and Amryt may be required to pay certain costs relating to the merger, whether or not the merger is completed; and
matters relating to the merger will have required substantial commitments of time and resources by Chiasma and Amryt management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to Chiasma and Amryt, respectively, had the merger not been contemplated.
If the merger agreement is terminated and the Chiasma Board seeks another merger, business combination or other transaction, Chiasma stockholders cannot be certain that Chiasma will find a party willing to offer equivalent or more attractive consideration than the merger consideration Chiasma stockholders would receive from Amryt in the merger. If the merger agreement is terminated under the circumstances specified in the merger agreement, Chiasma may be required to pay Amryt a termination payment of $8.0 million or a no-vote payment of $3.5 million, depending on the circumstances surrounding the termination. If the merger agreement is terminated under the circumstances specified in the merger agreement, Amryt may be required to pay Chiasma a termination payment of $5.0 million or a no-vote payment of $3.5 million, depending on the circumstances surrounding the termination.
See the section entitled “The Merger Agreement—Termination of the Merger Agreement” for a more complete discussion of the circumstances under which the merger agreement could be terminated and when the termination payment and the no-vote payment may be payable by Chiasma or Amryt.
Directors and executive officers of Chiasma have interests in the merger that may differ from the interests of Chiasma stockholders generally, including, if the merger is completed, the receipt of financial and other benefits.
In considering the recommendation of the Chiasma Board, you should be aware that Chiasma’s directors and executive officers have interests in the merger that are different from, or in addition to, those of Chiasma stockholders generally. These interests may include, among others, the treatment of outstanding Chiasma equity awards pursuant to the merger agreement, the payment of severance benefits and acceleration of outstanding Chiasma equity awards upon certain terminations of employment, and the combined company’s agreement to indemnify Chiasma directors and executive officers against certain claims and liabilities. These interests are described in more detail in the section entitled “The Merger Proposal—Interests of Chiasma’s Directors and Executive Officers in the Merger.
Except in specified circumstances, if the merger is not completed by December 1, 2021, subject to extension by mutual written agreement of Amryt and Chiasma, either Amryt or Chiasma may choose not to proceed with the merger.
Either Chiasma or Amryt may terminate the merger agreement if the merger has not been completed by December 1, 2021. However, this right to terminate the merger agreement will not be available to Chiasma or Amryt if the failure of such party to perform any of its obligations under the merger agreement has been the primary cause of the failure of the merger to be completed on or before such time. The December 1, 2021 deadline is subject to an extension by mutual written agreement of Chiasma and Amryt. For more information, see the section entitled “The Merger Agreement—Termination of the Merger Agreement.
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There may be less publicly available information concerning Amryt than there is for issuers that are not foreign private issuers because, as a foreign private issuer, Amryt is exempt from a number of rules under the U.S. Exchange Act and is permitted to file less information with the SEC than issuers that are not foreign private issuers and Amryt, as a foreign private issuer, is permitted to follow home country practice in lieu of the listing requirements of Nasdaq, subject to certain exceptions.
As a foreign private issuer under the U.S. Exchange Act, Amryt is exempt from certain rules under the U.S. Exchange Act, and is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies whose securities are registered under the U.S. Exchange Act but are not foreign private issuers, or to comply with Regulation FD, which restricts the selective disclosure of material non-public information. In addition, Amryt is exempt from certain disclosure and procedural requirements applicable to proxy solicitations under Section 14 of the U.S. Exchange Act. The members of the Amryt management, board, officers and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the U.S. Exchange Act. Accordingly, there may be less publicly available information concerning Amryt than there is for companies whose securities are registered under the U.S. Exchange Act but are not foreign private issuers, and such information may not be provided as promptly as it is provided by such companies. In addition, certain information may be provided by Amryt in accordance with English law, which may differ in substance or timing from such disclosure requirements under the U.S. Exchange Act. Further, as a foreign private issuer, under Nasdaq rules Amryt is subject to less stringent corporate governance requirements. Subject to certain exceptions, the rules of Nasdaq permit a foreign private issuer to follow its home country practice in lieu of the listing requirements of Nasdaq, including, for example, certain board, committee and director independence requirements. Amryt is required to disclose any significant ways in which its corporate governance practices differ from those followed by U.S. domestic companies under Nasdaq listing standards in its annual report on Form 20-F filed with the SEC or on its website. Accordingly, you may not have the same protections afforded to shareholders of companies that are required to comply with all of the Nasdaq corporate governance requirements. These risks are described in Amryt’s Annual Report on Form 20-F for the fiscal year ended December 31, 2020, which is incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find Additional Information” for the location of information incorporated by reference into this proxy statement/prospectus.
Amryt is organized under the laws of England and Wales and certain of its directors and officers reside outside of the United States and most of the assets of its non-U.S. subsidiaries are located outside of the United States. As a result, it may not be possible for shareholders to enforce civil liability provisions of the securities laws of the United States against Amryt or Amryt’s directors and members of the Amryt Board.
Amryt is organized under the laws of England and Wales. A substantial portion of Amryt’s assets are located outside the United States, and many of Amryt’s directors and officers and some of the experts named in this proxy statement/prospectus are residents of jurisdictions outside of the United States and the assets of such persons may be located outside of the United States. As a result, it may be difficult for investors to effect service within the United States upon Amryt and those directors, officers and experts, or to enforce judgments obtained in U.S. courts against Amryt or such persons either inside or outside of the United States, or to enforce in U.S. courts judgments obtained against Amryt or such persons in courts in jurisdictions outside the United States, in any action predicated upon the civil liability provisions of the federal securities laws of the United States.
There is no certainty that civil liabilities predicated solely upon the federal securities laws of the United States can be enforced in England, whether by original action or by seeking to enforce a judgment of U.S. courts. In addition, punitive damages awards in actions brought in the United States or elsewhere may be unenforceable in England.
This is described in more detail in the section entitled “Enforceability of Civil Liabilities.”
Resales of Amryt ADSs following the merger may cause the market value of Amryt ADSs to decline.
Amryt expects that it will issue up to approximately 30,014,577 Amryt ADSs in connection with the merger. This assumes that all Chiasma Stock Options, Chiasma RSU Awards and Chiasma warrants issued and outstanding immediately prior to the closing are vested or exercised immediately prior to the closing, or converted and exercised following the closing, in accordance with the terms of the applicable Chiasma equity incentive plan and the merger agreement, notwithstanding that in relation to certain of those instruments, the exercise price is greater than the recent trading prices of the securities for which they are exercisable. The issuance of these new
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Amryt ADSs (and the Amryt ordinary shares represented thereby), and the sale of additional Amryt ADSs that may become eligible for sale in the public market from time to time (and the Amryt ordinary shares represented thereby) could have the effect of depressing the market value for Amryt ADSs (and the Amryt ordinary shares represented thereby). The increase in the number of Amryt ADSs may lead to sales of such Amryt ADSs or the perception that such sales may occur, either of which may adversely affect the market for, and the market value of, Amryt ADSs.
The market value of Amryt ADSs may decline as a result of the merger.
The market value of Amryt ADSs may decline as a result of the merger if, among other things, the combined company is unable to achieve the expected growth in revenues and earnings, or if the operational cost savings estimates in connection with the integration of Chiasma’s and Amryt’s businesses are not realized or if the transaction costs related to the merger are greater than expected. The market value also may decline if the combined company does not achieve the perceived benefits of the merger as rapidly or to the extent anticipated by the market or if the effect of the merger on the combined company’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.
The rights of Chiasma stockholders who become holders of Amryt ADSs in the merger will not be the same as the rights of holders of Amryt ordinary shares or Chiasma common stock.
Certain of the rights associated with Chiasma common stock are different from the rights to which holders of Amryt ADSs are entitled. See the section of this proxy statement/prospectus entitled “Comparison of Rights of Amryt ADS Holders and Chiasma Stockholders” for a discussion of the different rights associated with Amryt ADSs and Chiasma common stock. In addition, holders of Amryt ADSs will be able to exercise the shareholder rights for the Amryt ordinary shares represented by such Amryt ADSs through the depositary bank, only to the extent contemplated by the deposit agreement. For more information, see the description of Amryt ADSs contained in its Annual Report on Form 20-F, filed with the SEC on April 30, 2021, and which is incorporated into this document by reference, for a discussion of the terms of the Amryt ADSs and the material rights of owners of Amryt ADSs.
In particular, the laws of England and Wales, the jurisdiction in which Amryt is incorporated, limit the circumstances under which shareholders of a company may bring derivative actions on behalf of that company. Under English law, generally, the company, rather than its shareholders, is the proper claimant in an action in respect of a wrong done to the company or where there is an irregularity in the company’s internal management. In addition, the laws of England and Wales do not afford appraisal rights to dissenting shareholders in the form typically available to shareholders of a U.S. corporation. English law also requires that shareholders approve certain capital structure decisions (including the allotment and issuance of shares, the disapplication of statutory pre-emptive rights and share repurchases), which may limit Amryt’s flexibility to manage its capital structure.
In addition, only registered holders of Amryt ordinary shares are afforded the rights of shareholders under English law and the Amryt articles of association. Because the depositary bank holds the Amryt ordinary shares represented by Amryt ADSs through a custodian which is a participant in the CREST securities settlement system, and CREST or its nominee is the registered holder of the Amryt ordinary shares represented by Amryt ADSs, the holders of Amryt ADSs must rely on the depositary bank to exercise the rights of a shareholder via its custodian and CREST.
Holders of Amryt ADSs are entitled to present Amryt ADSs to the depositary bank for cancellation and withdraw the corresponding number of underlying Amryt ordinary shares, but would be responsible for fees relating to such exchange. Fees and charges are also payable by Amryt ADS holders in relation of certain other depositary services.
Current Amryt shareholders and Chiasma stockholders will have a reduced ownership and voting interest after the merger and will exercise less influence over the management of the combined company.
Upon completion of the merger, Amryt expects to issue up to approximately 30,014,577 Amryt ADSs in conncetion with the merger. This assumes that all Chiasma Stock Options, Chiasma RSU Awards and Chiasma warrants issued and outstanding immediately prior to the closing are vested or exercised immediately prior to the closing, or converted and exercised following the closing, in accordance with the terms of the applicable Chiasma equity incentive plan and the merger agreement, notwithstanding that in relation to certain of those
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instruments, the exercise price is greater than the recent trading prices of the securities for which they are exercisable. It is expected that, immediately after completion of the merger, using the treasury stock method, former Chiasma securityholders would receive approximately 40 percent of the equity of the combined company (excluding the impact of dilution from Amryt's convertible debentures). In addition, Amryt ADSs may be issued following the effective time to holders of Chiasma equity awards on the terms set forth in the merger agreement. See the section of this proxy statement/prospectus entitled “The Merger Agreement—Treatment of Chiasma Equity Awards” for a more detailed explanation. Consequently, current Amryt shareholders in the aggregate will have less influence over the management and policies of Amryt than they currently have over the management and policies of Amryt, and Chiasma stockholders in the aggregate will have significantly less influence over the management and policies of Amryt than they currently have over the management and policies of Chiasma.
Chiasma is a target of a lawsuit that could result in substantial costs and may delay or prevent the merger from being completed.
As at the date of this document, one lawsuit has been brought against Chiasma and its directors by a purported Chiasma stockholder. Such lawsuits are commonplace, but defending against these claims could result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the transaction, then that injunction may delay or prevent the transaction from being completed. Given the early stage of the existing proceeding, it is not possible to predict the outcome or to estimate possible loss or range of loss, if any. For information regarding these class actions, see the section of this proxy statement/prospectus entitled “The Merger Proposal—Litigation Relating to the Merger.”
The combined company may be exposed to increased litigation, which could have an adverse effect on the combined company’s business and operations.
The combined company may be exposed to increased litigation from stockholders, customers, suppliers, consumers and other third parties due to the combination of Amryt’s business and Chiasma’s business following the merger. Such litigation may have an adverse impact on the combined company’s business and results of operations or may cause disruptions to the combined company’s operations.
The merger may be a taxable event for Chiasma stockholders if it does not qualify as a “reorganization” for U.S. federal income tax purposes or if the merger does not satisfy the requirements of Section 367(a)(1) of the Code.
The U.S. federal income tax considerations of the merger applicable to U.S. holders (as defined in the section entitled “Certain Material U.S. Federal Income Tax Considerations”) will depend on whether the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code. The obligation of Chiasma to complete the transaction is conditioned upon the receipt of an opinion from Goodwin Procter LLP, tax counsel to Chiasma, Gibson, Dunn & Crutcher LLP, tax counsel to Amryt, or another nationally recognized tax counsel reasonably satisfactory to Chiasma and Amryt to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, (i) the transaction will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (ii) Section 367(a)(1) of the Code will not apply to cause the transaction to result in gain recognition by Chiasma stockholders (other than any such Chiasma stockholder that is treated as a “five-percent transferee shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of Amryt following the transaction that does not enter into a five-year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8).
There can be no assurance that the Internal Revenue Service (which we refer to as the “IRS”) will not take a contrary position to views expressed herein or that a court will not agree with a contrary position of the IRS. If, contrary to the opinion from counsel, the merger were to fail to qualify as a reorganization or if any requirement for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code were not satisfied, a U.S. holder would recognize gain or loss for U.S. federal income tax purposes on each share of Chiasma common stock surrendered in the merger in an amount equal to the difference between (1) the fair market value of the merger consideration received in exchange for such surrendered share upon completion of the merger and (2) the holder’s basis in the share of Chiasma common stock surrendered. If the transaction does qualify as a reorganization but does not satisfy the requirements of Section 367(a)(1) of the Code, U.S. holders will be required to recognize the full amount of any gain, but not loss, on their exchange of their shares of
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Chiasma common stock for merger consideration. Any gain or loss recognized would be long-term capital gain or loss if the U.S. holder’s holding period in a particular block of Chiasma common stock exceeds one year at the Effective Time of the merger. Long-term capital gain of non-corporate U.S. holders (including individuals) is taxed at reduced U.S. federal income tax rates. The deductibility of capital losses is subject to limitations. For a more complete discussion of the material U.S. federal income tax considerations of the merger, please review the information set forth in the section entitled “Certain Material U.S. Federal Income Tax Considerations” below.
For U.S. federal income tax purposes, Amryt is treated as a surrogate foreign corporation, and there is a risk that Amryt may be treated as a U.S. corporation under certain circumstances, including as a result of proposed U.S. federal tax legislation.
Section 7874 of the Code and the Treasury regulations promulgated thereunder contain two alternative sets of rules under which a U.S. target corporation (in this case, Chiasma) may be subjected to certain additional U.S. federal income taxes or a non-U.S. acquiring corporation (such as Amryt) may be treated as a U.S. corporation for U.S. federal income tax purposes as a result of the acquisition. Which set of rules applies depends on what percentage of the non-U.S. acquiring corporation’s stock the historic stockholders of the U.S. target corporation own or are treated as owning, under certain counting conventions, by reason of holding shares of the U.S. target corporation following the transaction (which we refer to as the “Section 7874 Percentage”). One set of rules imposes a tax on certain gain and income of the U.S. target corporation, and potentially certain other taxes, if (in addition to other requirements) the Section 7874 Percentage is at least 60 percent (by vote or value). The other set of rules under Section 7874 of the Code treats the non-U.S. acquiring corporation as a U.S. corporation for U.S. federal income tax purposes if (in addition to other requirements) the Section 7874 Percentage is at least 80 percent (by vote or value). If the Section 7874 Percentage is at least 60 percent (by vote or value), the non-U.S. acquiring corporation is considered a “surrogate foreign corporation,” and the U.S. target corporation is considered an “expatriated entity” with respect to the non-U.S. acquiring corporation.
Amryt believes that, as a result of Amryt’s acquisition of Aegerion in 2019 (which we refer to as the “Prior Acquisition”), Amryt is treated as a surrogate foreign corporation (the 60 percent test), but not as a U.S. corporation (the 80 percent test). Please see the discussion under the heading “Risk Factors—Risks Related to our Business, Financial Condition and Capital Requirements—We expect that certain U.S. federal income tax rules regarding “inversion transactions” will apply to us, which could result in adverse U.S. federal income tax consequences” in Amryt’s registration statement on Form F-1 originally filed with the SEC on January 8, 2021. As a result of Amryt’s status as a surrogate foreign corporation, dividends paid in respect of the Amryt ADSs are not expected to be eligible to be taxed at favorable rates that otherwise are applicable to “qualified dividend income” received by non-corporate U.S. holders if certain additional conditions are satisfied.
Although we do not expect the merger to cause Amryt to be treated as a U.S. corporation under currently applicable law and regulations, it is possible that a future change in law could expand the scope of Section 7874 of the Code on a retroactive basis. In this regard, on April 29, 2021, a bill (entitled the “Stop Corporate Inversions Act of 2021”) was introduced in Congress which proposes, among other things, to change Section 7874 of the Code in such a way so as to treat as a U.S. corporation for U.S. federal income tax purposes a non-U.S. acquiring corporation that acquires a U.S. target corporation on or after May 8, 2014 in a transaction in which the Section 7874 Percentage is at least 50 percent (if certain other requirements are met). This proposed change in law is similar to legislative changes previously introduced in both houses of Congress by certain Democratic members. In addition, on May 28, 2021, the U.S. Treasury Department released the “General Explanations of the Administration’s Fiscal Year 2022 Revenue Proposals,” which announced President Biden’s proposal to similar effect, but proposed that the changes would be effective for transactions that are completed after the date of enactment. President Biden’s proposal does not specify whether transactions, such as the merger, that are subject to a written binding agreement in effect prior to the date of enactment would be exempted from the proposed changes. Under the counting conventions referred to above, it is possible that the Section 7874 Percentage resulting from the merger could be at least 50 percent. The merger agreement contains a provision in Section 7.05(e) thereof that requires the parties to undertake their respective reasonable best efforts to restructure the transactions governed by the merger agreement to prevent Amryt from being treated as a U.S. corporation in certain circumstances.
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If Amryt were treated as a U.S. corporation, its entire net income would be subject to U.S. federal income tax on a net income basis and would be determined under U.S. federal income tax principles. Further, Amryt’s treatment as a U.S. corporation may have material adverse effects on the business, financial condition, results of operations and prospects of the Amryt and its subsidiaries.
We expect that, as a result of the merger, Chiasma will be an expatriated entity and Amryt will be a surrogate foreign corporation with respect to Chiasma, because Chiasma will be “related” to Aegerion under Section 7874 of the Code. Assuming that Chiasma will be treated as an expatriated entity, several limitations will apply to Chiasma, including, but not limited to, the prohibition, for a period of ten years from the closing date of the Prior Acquisition, of the use of net operating losses, foreign tax credits and other tax attributes to offset the income or gain recognized by reason of transfer of any property to a foreign related person or to offset any income received or accrued during such period by reason of Amryt’s license of any property to a foreign related person. Moreover, in such case, an additional minimum tax under Section 59A of the Code on certain “base eroding” payments to certain affiliates that are foreign corporations may be imposed on Chiasma as a result of its status as an expatriated entity.
The application of Section 7874 of the Code is complex, subject to detailed regulations (the application of which is uncertain in various respects and could be impacted by changes in U.S. Treasury regulations with possible retroactive effect) and subject to certain factual uncertainties, some of which must be finally determined after the completion of the merger. Furthermore, it is possible that a future change in law could expand the scope of Section 7874 of the Code on a retroactive basis. Accordingly, there can be no assurance that the IRS will not challenge the status of Amryt as a non-U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code or that such challenge would not be sustained by a court. If the IRS were to successfully challenge Amryt’s status as a non-U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code, Amryt and certain Amryt shareholders may be subject to significant adverse tax consequences, including a higher effective corporate income tax rate on Amryt and future withholding taxes on certain Amryt shareholders, depending on the application of any applicable income tax treaty that may apply to reduce such withholding taxes.
Amryt and Chiasma may have difficulty attracting, motivating and retaining executives and other key employees in light of the merger.
Amryt’s success after the merger will depend in part on the ability of Amryt to retain key employees of Chiasma. Uncertainty about the effect of the merger on Amryt and Chiasma employees may have an adverse effect on each of Amryt and Chiasma separately and consequently the combined company. This uncertainty may impair Amryt’s and/or Chiasma’s ability to attract, retain and motivate key personnel. Employee retention may be particularly challenging during the pendency of the merger, as employees of Amryt and Chiasma may experience uncertainty about their future roles in the combined company.
Additionally, Chiasma’s officers and employees may hold shares of Chiasma common stock, and, if the merger is completed, these officers and employees may be entitled to the merger consideration in respect of such shares of Chiasma common stock. Under severance arrangements covering Chiasma employees, such employees could potentially resign from employment on or after the effective time following specified circumstances constituting good reason or constructive termination (as set forth in the applicable agreement) that could result in severance payments to such employees and accelerated vesting of their equity awards. These payments and accelerated vesting benefits, individually or in the aggregate, could make retention of Chiasma key employees more difficult.
Furthermore, if key employees of Amryt or Chiasma depart or are at risk of departing, including because of issues relating to the uncertainty and difficulty of integration, financial security or a desire not to become employees of the combined company, Amryt may have to incur significant costs in retaining such individuals or in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent, and the combined company’s ability to realize the anticipated benefits of the merger may be materially and adversely affected. No assurance can be given that the combined company will be able to attract or retain key employees to the same extent that Chiasma has been able to attract or retain employees in the past.
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The merger agreement contains provisions that make it more difficult for Amryt and Chiasma to pursue alternatives to the merger and may discourage other companies from trying to acquire Chiasma for greater consideration than what Amryt has agreed to pay.
The merger agreement contains provisions that include a general prohibition on each party soliciting any acquisition proposal. Further, there are only limited exceptions to each party’s agreement that its board of directors will not withdraw or modify in a manner adverse to the other party the recommendation of its board of directors in favor of the adoption of the merger agreement. In the event that either the Chiasma Board or the Amryt Board make an adverse recommendation change, then Chiasma and Amryt may be required to pay to the other party a termination payment of $8.0 million and $5.0 million, respectively. See “The Merger Agreement—No Solicitation” and “The Merger Agreement—Termination Payments” beginning on pages 118 and 127, respectively, of this proxy statement/prospectus.
The parties believe these provisions are reasonable and not preclusive of other offers, but these restrictions might discourage a third party that has an interest in acquiring all or a significant part of either Chiasma or Amryt from considering or proposing an acquisition proposal, even if that party were prepared to pay consideration with a higher per-share value than the currently proposed merger consideration, in the case of Chiasma, or that party were prepared to enter into an agreement that may be favorable to Amryt or its shareholders, in the case of Amryt. Furthermore, the termination payments described above may result in a potential competing acquirer proposing to pay a lower per-share price to acquire the applicable party than it might otherwise have proposed to pay because of the added expense of the termination payment that may become payable by such party in certain circumstances.
The financial forecasts are based on various assumptions that may not be realized.
The financial estimates set forth in the forecasts included under the section “The Merger Proposal—Certain Prospective Financial Information Reviewed by the Chiasma Board and Its Financial Advisor” were based on assumptions of, and information available to, Chiasma’s management when prepared and these estimates and assumptions are subject to uncertainties, many of which are beyond Chiasma’s control and may not be realized. Many factors mentioned in this proxy statement/prospectus, including the risks outlined in this “Risk Factors” section and the events or circumstances described under “Cautionary Statement Regarding Forward-Looking Statements,” will be important in determining the combined company’s future results. As a result of these contingencies, actual future results may vary materially from the estimates. In view of these uncertainties, the inclusion of financial estimates in this proxy statement is not and should not be viewed as a representation that the forecasted results will necessarily reflect actual future results.
Chiasma’s financial estimates set forth in the forecasts included under the sections “The Merger Proposal—Certain Prospective Financial Information Reviewed by the Chiasma Board and Its Financial Advisor” were not prepared with a view toward public disclosure, and such financial estimates were not prepared with a view toward compliance with published guidelines of any regulatory or professional body. Further, any forward-looking statement speaks only as of the date on which it is made, and Chiasma does not undertake any obligation, other than as required by applicable law, to update the financial estimates herein to reflect events or circumstances after the date those financial estimates were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.
Exchange rate fluctuations may adversely affect the foreign currency value of Amryt ADSs.
Amryt ordinary shares are quoted in pounds sterling on AIM, and Amryt ADS are quoted in U.S. dollars on the Nasdaq. Amryt’s financial statements are prepared in U.S. dollars. Fluctuations in the exchange rate between the U.S. dollar and pounds sterling will affect, among other matters, the pounds sterling value of Amryt ordinary shares, which are represented by Amryt ADSs.
Risks Related to the Amryt ADSs
Because the market value of Amryt ADSs that Chiasma stockholders will receive in the merger may fluctuate, Chiasma stockholders cannot be sure of the market value of the merger consideration that they will receive in the merger.
As merger consideration, Chiasma stockholders will receive a fixed number of Amryt ADSs, not a number of shares that will be determined based on a fixed market value. The market value of Amryt ADSs (and the Amryt ordinary shares represented thereby) and the market value of Chiasma common stock at the effective time may
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vary significantly from their respective values on the date that the merger agreement was executed or at other dates, such as the date of this proxy statement/prospectus, the date of the Chiasma special meeting or the date of completion of the merger. Stock price changes may result from a variety of factors, including changes in Amryt’s or Chiasma’s respective businesses, operations or prospects, regulatory considerations and general business, market, industry or economic conditions. The exchange ratio will not be adjusted to reflect any changes in the market value of Amryt ADSs (and the Amryt ordinary shares represented thereby) or market value of the Chiasma common stock. Therefore, the aggregate market value of the Amryt ADSs that a Chiasma stockholder is entitled to receive at the time that the merger is completed could vary significantly from the value of such shares on the date of this proxy statement/prospectus, the date of the Chiasma special meeting or the date on which a Chiasma stockholder actually receives its Amryt ADSs.
U.S. holders of Amryt ADSs may suffer adverse tax consequences if Amryt is characterized as a passive foreign investment company.
A non-U.S. corporation will be classified as a passive foreign investment company for U.S. federal income tax purposes (which we refer to as a “PFIC”) for any taxable year, if either:
at least 75 percent of its gross income is “passive income,” or
at least 50 percent of the value, determined on the basis of a quarterly average, of its gross assets is attributable to assets that produce or are held for the production of “passive income.”
Passive income generally includes dividends, interest, royalties, rents (other than certain rents and royalties derived in the active conduct of a trade or business), annuities and gains from assets that produce passive income. Cash is a passive asset for PFIC purposes, even if held as working capital.
Based on the composition of Amryt’s income and assets, Amryt does not believe it was a PFIC in 2020 and does not expect to be treated as a PFIC for its current taxable year or in any future taxable year. This conclusion is a factual determination, however, that is made annually and thus may be subject to change. Because PFIC status is determined based on the composition of Amryt’s income and assets annually and generally cannot be determined until the end of the taxable year, there can be no assurance that Amryt will not be a PFIC for the current taxable year or any future taxable year.
If Amryt is a PFIC for any taxable year during which a U.S. holder (defined below in “Certain Material U.S. Federal Income Tax Considerations”) holds Amryt ADSs, such U.S. holder will generally be subject to additional taxes and interest charges on the gain from a sale of ADSs, and upon receipt of an “excess distribution” with respect to the ADSs. In general, a U.S. holder would receive an “excess distribution” if the amount of any distribution for U.S. federal income tax purposes in respect of the Amryt ADSs were more than 125 percent of the average distributions made with respect to the ADSs within the three preceding taxable years (or shorter period if such U.S. holder held the ADSs or ordinary shares for a shorter period). A U.S. holder of a PFIC generally may mitigate these adverse U.S. federal income tax consequences by making a “qualified electing fund” election or a “mark-to-market” election. However, there is no assurance that Amryt would provide information that would enable a U.S. holder to make a qualified electing fund election. U.S. owners of Amryt ADSs should consult their own U.S. tax advisors regarding the potential application of the PFIC rules. See the section entitled “Certain Material U.S. Federal Income Tax ConsiderationsU.S. Federal Income Taxation of U.S. holders of Amryt ADSsPassive Foreign Investment Company Considerations” below.
Risks Related to Chiasma’s Business
You should read and consider the risk factors specific to Chiasma’s business that will also affect the combined company after completion of the merger. These risks are described in Chiasma’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, which are incorporated by reference into this proxy statement/prospectus, and in other documents that are incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find Additional Information” for the location of information incorporated by reference into this proxy statement/prospectus.
Risks Related to Amryt’s Business
You should read and consider the risk factors specific to Amryt’s business that will also affect the combined company after completion of the merger. These risks are described in Amryt’s Annual Report on Form 20-F for
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the fiscal year ended December 31, 2020, which is incorporated by reference into this proxy statement/prospectus, and in other documents that are incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find Additional Information” for the location of information incorporated by reference into this proxy statement/prospectus.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
From time to time, Amryt and Chiasma make written or oral forward-looking statements within the meaning of certain securities laws, including the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995 and any applicable UK securities legislation. This proxy statement/prospectus, including information incorporated by reference into this proxy statement/prospectus, may contain certain forward-looking statements with respect to the operations, performance and financial condition of Chiasma and Amryt, including, among other things, statements about expected revenues, margins, earnings per share or other financial or other measures, statements about product development and operational plans, statements about projections as to the anticipated benefits of the merger, the impact of the merger on Chiasma’s and Amryt’s businesses and future financial and operating results and statements about the amount and timing of synergies from the merger. Although Amryt and Chiasma believe their respective expectations are based on reasonable assumptions, any forward-looking statements, by their very nature, involve risks and uncertainties and may be influenced by factors that could cause actual outcomes and results to be materially different from those predicted. Forward-looking statements are typically identified by words such as “anticipates,” “intends,” “plan,” “estimate,” “aim,” “forecast,” “project,” “believes,” “expects” and similar expressions in such statements. Important factors that could cause actual results to differ materially from those contained in forward-looking statements, certain of which are beyond Amryt and Chiasma’s control, include, among other things:
future market conditions, including the risk of disruptions to the financial or capital markets and currency fluctuations
the behavior of other market participants
changes in the political, social and regulatory framework in which Amryt operates or in economic, technological or consumer trends or conditions
the impact of uncertainty and volatility in relation to the UK’s exit from the EU
the course of the COVID-19 pandemic and the impact it may have or continue to have on these risks, on Amryt’s or Chiasma’s ability to continue to mitigate these risks, and on Amryt’s or Chiasma’s operations, financial results or financial condition
the risk of unexpected deterioration in Amryt’s or Chiasma’s financial position
actual or contingent liabilities
the outcome of clinical trials
the occurrence of cyber incidents or breaches in cybersecurity
changes in U.S. federal income tax rules
the actions of regulators and other factors such as Amryt’s ability to obtain financing
uncertainties as to the timing of the contemplated merger
uncertainties as to the approvals by Amryt’s shareholders or Chiasma’s stockholders required in connection with the contemplated merger
the possibility that a competing proposal will be made
the possibility that the closing conditions to the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval
the effects of disruption caused by the announcement of the contemplated merger making it more difficult to maintain relationships with employees, customers, vendors and other business partners
the risk of failure to attract, develop, engage and retain a diverse, talented and capable workforce, including following the consummation of the merger
the risk that stockholder litigation in connection with the contemplated merger may affect the timing or occurrence of the contemplated merger or result in significant costs of defense, indemnification and liability
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other business effects, including the effects of industry, economic or political conditions outside of the control of the parties to the contemplated merger
transaction costs, including the risk that management’s time and attention are diverted on transaction-related issues or that disruption from the merger makes it more difficult to maintain business, contractual and operational relationships
and the risk that Amryt is unable to achieve the synergies and value creation contemplated by the merger, or that Amryt is unable to promptly and effectively integrate Chiasma’s businesses
Chiasma and Amryt caution that the foregoing list of important factors is not exhaustive and other factors could also adversely affect the completion of the merger and the future results of Chiasma or Amryt. The forward-looking statements speak only as of the date of this proxy statement/prospectus, in the case of forward-looking statements contained in this proxy statement/prospectus, or the dates of the documents incorporated by reference into this proxy statement/prospectus, in the case of forward-looking statements made in those incorporated documents. When relying on Amryt’s or Chiasma’s forward-looking statements to make decisions with respect to Amryt and Chiasma, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by applicable law or regulation, Chiasma and Amryt do not undertake to update any forward-looking statement, whether written or oral, to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events. Chiasma and Amryt and their respective directors, employees, agents and advisers do not accept or assume responsibility to any other person to whom this proxy statement/prospectus is shown or into whose hands it may come and any such responsibility or liability is expressly disclaimed. Nothing in this proxy statement/prospectus should be construed as a profit forecast.
For additional information about factors that could cause Amryt’s and Chiasma’s results to differ materially from those described in the forward-looking statements, please see the section entitled “Risk Factors” as well as in the reports that Chiasma and Amryt have filed with the SEC described in the section entitled “Where You Can Find Additional Information.”
All written or oral forward-looking statements concerning the merger or other matters addressed in this proxy statement/prospectus and attributable to Amryt, Chiasma or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.
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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF CHIASMA
The following tables present selected historical consolidated financial data of Chiasma. The selected historical consolidated financial data of Chiasma as of and for the quarter ended March 31, 2021 are derived from Chiasma’s unaudited consolidated financial statements and related notes contained in its Form 10-Q for the quarter ended March 31, 2021. The selected historical consolidated financial data of Chiasma for each of the years ended December 31, 2020, 2019 and 2018, and as of December 31, 2020 and 2019, are derived from Chiasma’s audited consolidated financial statements and related notes contained in its Annual Report on Form 10-K for the year ended December 31, 2020, which is incorporated by reference into this proxy statement/prospectus. The selected historical consolidated financial data of Chiasma as of December 31, 2018, 2017 and 2016, and for each of the years ended December 31, 2018, 2017 and 2016, are derived from Chiasma’s audited consolidated financial statements for such years, which have not been incorporated by reference into this proxy statement/prospectus.
The following selected historical consolidated financial data of Chiasma set forth below is only a summary and is not necessarily indicative of future results. You should read the following information in conjunction with Chiasma’s audited consolidated financial statements contained in its Annual Report on Form 10-K for the year ended December 31, 2020, including “Management’s Discussion and Analysis of Results of Operations and Financial Condition” and the notes to Chiasma’s consolidated financial statements for certain information that may affect the comparability of results as well as material uncertainties regarding Chiasma’s future financial condition and results of operations. See the section entitled “Where You Can Find Additional Information.”
 
For the
Three
Months
Ended
March 31,
For the Years Ended December 31,
 
2021
2020
2019
2018
2017
2016
 
(in thousands except share and per share data)
Consolidated Statement of Operations Data
 
 
 
 
 
 
Product revenue, net
$1,924
$1,106
$
$
$
$
Cost of goods sold
67
61
Gross profit
1,857
1,045
Operating expenses:
 
 
 
 
 
 
Selling, general and administrative
15,698
44,892
15,122
9,974
9,146
21,815
Research and development
4,199
26,802
22,457
22,362
17,948
31,317
Restructuring charges
1,038
8,179
Total operating expenses
19,897
71,694
37,579
32,336
28,132
61,311
Loss from operations
(18,040)
(70,649)
(37,579)
(32,336)
(28,132)
(61,311)
Interest and other income (loss), net
(9,583)
1,826
1,543
1,044
716
547
Interest expense
(2,873)
(5,872)
Loss before income taxes
(30,496)
(74,695)
(36,036)
(31,292)
(27,416)
(60,764)
Provision (benefit) for income taxes
52
84
284
(31)
(590)
347
Net loss
$(30,548)
$(74,779)
$(36,320)
$(31,261)
$(26,826)
$(61,111)
 
 
 
 
 
 
 
Earnings per share attributable to common stockholders
 
 
 
 
 
 
Basic
$(0.49)
$(1.43)
$(1.06)
$(1.28)
$(1.10)
$(2.51)
Diluted
$(0.49)
$(1.43)
$(1.06)
$(1.28)
$(1.10)
$(2.51)
 
 
 
 
 
 
 
Weighted-average shares outstanding:
 
 
 
 
 
 
Basic
62,831,141
52,234,945
34,204,284
24,399,706
24,366,681
24,319,443
Diluted
62,831,141
52,234,945
34,204,284
24,399,706
24,366,681
24,319,443
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March 31,
December 31,
 
2021
2020
2019
2018
2017
2016
 
(in thousands)
Consolidated Balance Sheet Data
 
 
 
 
 
 
Cash and cash equivalents
$24,576
$15,462
$27,855
$13,060
$14,603
$37,013
Marketable securities
90,457
119,959
64,520
28,602
52,336
55,971
Accounts receivable
1,015
538
Inventory
14,381
10,955
Current assets
137,032
153,358
96,256
62,187
68,707
95,094
Total assets
159,535
176,338
98,826
63,256
69,883
96,756
Current liabilities
17,319
16,731
11,375
28,627
6,745
8,400
Deferred royalty obligation
73,368
63,548
Long-term liabilities
6,160
4,274
1,682
505
664
2,631
Total liabilities
96,847
84,553
13,057
29,132
7,409
11,031
Total stockholders’ equity
62,688
91,785
85,769
34,124
62,474
85,725
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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF AMRYT
The following tables present selected historical consolidated financial data of Amryt. The selected historical consolidated financial data of Amryt for and as of the quarter ended March 31, 2021 are derived from Amryt’s unaudited consolidated financial statements and related notes contained in its Form 6-K reporting results for the quarter ended March 31, 2021. The selected historical consolidated financial data of Amryt as at December 31, 2020 and 2019 and for each of the years ended December 31, 2020, 2019 and 2018 have been derived from, and should be read in conjunction with, the audited consolidated financial statements and notes thereto contained in its Annual Report on Form 20-F for the year ended December 31, 2020 incorporated by reference herein. The selected historical consolidated financial data as at December 31, 2018 is derived from the audited consolidated financial statements not appearing therein. The information set forth below is only a summary that you should read together with the historical audited consolidated financial statements of Amryt and the related notes, as well as Amryt’s consolidated financial statements for the fiscal year ended December 31, 2020, filed on Form 20-F on April 30, 2021, and Amryt’s consolidated financial statements for the quarter ended March 31, 2021, which are incorporated by reference into this proxy statement/prospectus. Selected historical consolidated financial data for the years ended December 31, 2016 and 2017 is not included in the table below as Amryt qualifies as an “emerging growth company” as defined in Section 2(a)(19) of the U.S. Securities Act and makes use of an accommodation for reduced reporting.
The following selected historical consolidated financial data of Amryt set forth below is only a summary and is not necessarily indicative of future results. You should read the following information in conjunction with Amryt’s audited consolidated financial statements contained in its Annual Report on Form 20-F for the year ended December 31, 2020 and the notes to Amryt’s consolidated financial statements for certain information that may affect the comparability of results as well as material uncertainties regarding Amryt’s future financial condition and results of operations. See the section entitled “Where You Can Find Additional Information.”
 
Three Months Ended
March 31,
 
2021
2020
 
US$’000
US$’000
Revenue
48,432
44,574
Cost of sales
(23,489)
(32,620)
Gross profit
24,943
11,954
Research and development expenses
(8,916)
(8,934)
Selling, general and administrative expenses
(18,156)
(18,406)
Restructuring and acquisition costs
(853)
Share based payment expenses
(1,263)
(745)
Operating loss before finance expense
(3,392)
(16,984)
Non-cash change in fair value of contingent consideration
(2,874)
(2,906)
Non-cash contingent value rights finance expense
(1,763)
(1,448)
Net finance expense - other
(7,898)
(9,416)
Loss on ordinary activities before taxation
(15,927)
(30,754)
Tax (charge)/credit on loss on ordinary activities
(610)
1,857
Loss for the period attributable to the equity holders of Amryt
(16,537)
(28,897)
Exchange translation differences which may be reclassified through profit or loss
2,547
(13)
Total other comprehensive income/(loss)
2,547
(13)
Total comprehensive loss for the period attributable to the equity holders of Amryt
(13,990)
(28,910)
 
 
 
Loss per share
 
 
Loss per share - basic and diluted, attributable to ordinary equity holders of the parent (US$)
(0.09)
(0.19)
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Year ended December 31,
 
2020
2019
(restated)
2018
 
US$’000
US$’000
US$’000
Revenue
182,607
58,124
17,095
Cost of sales
(119,029)
(38,733)
(6,266)
Gross profit
63,578
19,391
10,829
Research and development expenses
(27,618)
(15,827)
(10,703)
Selling, general and administrative expenses
(76,673)
(35,498)
(17,342)
Restructuring and acquisition costs
(1,017)
(13,038)
Share based payment expenses
(4,729)
(841)
(821)
Impairment charge
(4,670)
Operating loss before finance expense
(46,459)
(50,483)
(18,037)
Non-cash change in fair value of contingent consideration
(27,827)
(6,740)
(10,566)
Non-cash contingent value rights finance expense
(12,004)
(1,511)
Net finance expense - other
(19,569)
(4,759)
(1,841)
Loss on ordinary activities before taxation
(105,859)
(63,493)
(30,444)
Tax credit/(charge) on loss on ordinary activities
1,332
495
(43)
Loss for the year attributable to the equity holders of Amryt
(104,527)
(62,998)
(30,487)
Exchange translation differences which may be reclassified through profit or loss
(2,164)
755
(77)
Total other comprehensive (loss)/income
(2,164)
755
(77)
Total comprehensive loss for the year attributable to the equity holders of Amryt
(106,691)
(62,243)
(30,564)
 
 
 
 
Loss per share
 
 
 
Loss per share - basic and diluted, attributable to ordinary equity holders of the parent (US$)
(0.66)
(0.83)
(0.67)
 
As at
 
March 31,
2021
December 31,
2020
 
US$’000
US$’000
Statement of financial position data:
 
 
Cash and cash equivalents, including restricted cash
118,551
118,798
Trade and other receivables
43,963
43,185
Inventories
39,371
40,992
Working capital(1)
107,729
101,800
Total assets
521,971
536,591
Long term loan
88,769
87,302
Convertible notes
102,216
101,086
Total liabilities
467,607
470,449
Accumulated deficit
(252,142)
(235,605)
Total equity
54,364
66,142
(1)
We define working capital as current assets less current liabilities.
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As at December 31,
 
2020
2019
(restated)
 
US$’000
US$’000
Statement of financial position data:
 
 
Cash and cash equivalents, including restricted cash
118,798
67,229
Trade and other receivables
43,185
35,500
Inventories
40,992
58,000
Working capital(1)
101,800
58,503
Total assets
536,591
527,096
Long term loan
87,302
81,610
Convertible Notes, net of equity component
101,086
96,856
Total liabilities
470,449
395,263
Accumulated deficit
(235,605)
(131,137)
Total equity
66,142
131,833
(1)
We define working capital as current assets less current liabilities.
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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA
The following selected unaudited pro forma condensed combined financial data was prepared using the acquisition method of accounting for business combinations under IFRS, with Amryt being the accounting and legal acquirer. The following information should be read in conjunction with the respective audited consolidated financial statements of Chiasma and Amryt for the year ended December 31, 2020, including the respective notes thereto, which are incorporated by reference into this proxy statement/prospectus.
The selected unaudited pro forma condensed combined statement of loss for the year ended December 31, 2020 and for the quarter ended March 31, 2021, have been prepared to give effect to the merger as if it occurred on January 1, 2020. The selected unaudited pro forma condensed combined statement of financial position as at March 31, 2021, has been prepared to give effect to the merger as if it had occurred on March 31, 2021.
The selected unaudited pro forma condensed combined financial data, which is preliminary in nature, has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma combined financial information of the combined company and the accompanying notes appearing in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The unaudited pro forma condensed combined financial information has been presented in accordance with SEC Regulation S-X Article 11 for illustrative purposes only and is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the merger been completed as of the dates indicated. In addition, the selected unaudited pro forma condensed combined financial data does not purport to project the future financial position or operating results of the combined company.
Unaudited Pro Forma Condensed Combined Statement of Loss
 
Quarter
Ended
March 31,
2021
Year
Ended
December 31,
2020
 
US$’000
US$’000
Revenue
50,356
183,713
Cost of sales
(28,758)
(126,026)
Gross profit
21,598
57,687
Research and development expenses
(12,936)
(53,482)
Selling, general and administrative expenses
(32,661)
(146,375)
Restructuring and acquisition costs
(1,017)
Share based payment expenses
(3,485)
(12,489)
Operating loss before finance expense
(27,484)
(155,676)
Non-cash change in fair value of contingent consideration
(2,874)
(27,827)
Non-cash contingent value rights finance expense
(1,763)
(12,004)
Net finance expense – other
(7,821)
(19,061)
Loss on ordinary activities before taxation
(39,942)
(214,568)
Tax credit/(charge) on loss on ordinary activities
589
2,916
Loss for the year attributable to the equity holders of Amryt
(39,353)
(211,652)
 
 
 
Loss per share
 
 
Loss per share - basic and diluted, attributable to ordinary equity holders of the parent (US$)
(0.13)
(0.73)
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Unaudited Pro Forma Condensed Combined Statement of Financial Position
 
As at
March 31,
2021
 
US$’000
Cash and cash equivalents, including restricted cash
107,981
Trade and other receivables
51,581
Inventories
53,752
Working capital(1)
104,748
Total assets
936,472
Long term loan
88,769
Convertible Notes, net of equity component
102,216
Total liabilities
560,087
Accumulated deficit
(271,163)
Total equity
376,385
(1)
We define working capital as current assets less current liabilities.
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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION
Market Price
Amryt ADSs are currently listed on Nasdaq under the ticker symbol “AMYT” and Chiasma common stock is currently listed on Nasdaq under the ticker symbol “CHMA.” Amryt ADSs have been listed on Nasdaq since July 8, 2020. Chiasma stockholders are urged to obtain current market quotations for Chiasma common stock and Amryt ADSs and to review carefully the other information contained in, or incorporated by reference into, this proxy statement/prospectus, when considering whether to adopt the merger agreement. For more information, see the section entitled “Where You Can Find Additional Information.”
The following table presents (i) the reference price per share of Amryt ADSs on Nasdaq and of Chiasma common stock on Nasdaq on May 4, 2021, the last full trading day prior to the public announcement of the signing of the merger agreement, and (ii) the closing price per Amryt ADS and per share of Chiasma common stock on Nasdaq on June 28, 2021, the last practicable trading day prior to the mailing of this proxy statement/prospectus. This table also shows the implied value of the merger consideration payable for each share of Chiasma common stock, which was calculated by multiplying the reference price or closing price, as applicable, of Amryt ADSs on Nasdaq on those dates by the exchange ratio. Numbers have been rounded to the nearest whole cent.
Date
Amryt
ADSs Nasdaq
Chiasma
Common
Stock Nasdaq
Equivalent value
of merger
consideration per
share of Chiasma
stock based on
price of
Amryt ADSs
on Nasdaq
 
(US$)
(US$)
(US$)
May 4, 2021
12.95
2.84
5.13
June 28, 2021
$12.45
$4.71
$4.93
Chiasma stockholders will not receive the merger consideration until the merger is completed, which may occur a substantial period of time after the Chiasma special meeting, or not at all. There can be no assurance as to the trading prices of Chiasma common stock or Amryt ADSs at the time of the completion of the merger. The market prices of Chiasma common stock and Amryt ADSs are likely to fluctuate prior to completion of the merger and cannot be predicted. We urge you to obtain current market quotations for both Chiasma common stock and Amryt ADSs.
Holders
On June 25, 2021, there were 63,247,398 shares of Chiasma common stock outstanding, and as of June 9, 2021, there were 179,384,982 Amryt ordinary shares outstanding, of which 107,987,005 ordinary shares were shares underlying the 21,597,401 Amryt ADSs outstanding as of such date. As of each such date, Chiasma had 13 holders of record of its common stock, and Amryt had 448 holders of record of its ADSs.
Dividends
To date, Amryt and Chiasma have not paid cash dividends on any of their ordinary shares or classes of capital stock, respectively.
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UNAUDITED COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE DATA
The following tables present, as of the dates and for the periods indicated, selected historical, pro forma and pro forma equivalent per share financial information for Amryt ADSs and Chiasma common stock. You should read this information in conjunction with, and the information is qualified in its entirety by (i) the consolidated financial statements of Amryt and notes thereto incorporated by reference into this proxy statement/prospectus, (ii) the consolidated financial statements of Chiasma and notes thereto incorporated by reference into this proxy statement/prospectus, and (iii) the financial information contained in the “Unaudited Pro Forma Condensed Combined Financial Information” and notes thereto included elsewhere in this proxy statement/prospectus. For information about the filings incorporated by reference in this proxy statement/prospectus, see the section entitled “Where You Can Find Additional Information.
The following pro forma information has been prepared in accordance with the rules and regulations of the SEC and accordingly includes the effects of acquisition accounting. It does not reflect cost savings, synergies or certain other adjustments that may result from the merger. This information is presented for illustrative purposes only. You should not rely on the pro forma combined or equivalent pro forma amounts as they are not necessarily indicative of the operating results or financial position that would have occurred if the merger had been completed as of the dates indicated, nor are they necessarily indicative of the future operating results or financial position of the combined company. The pro forma information, although helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings, opportunities to earn additional revenue, the impact of restructuring and transaction-related costs, or other factors that may result as a consequence of the merger and, accordingly, does not attempt to predict or suggest future results.
The following table assumes the issuance of 26,335,306 Amryt ADSs based on the treasury method in connection with the merger, which is the number of Amryt ADSs issuable in connection with the merger assuming the merger was completed on January 1, 2020 and based on the number of outstanding shares of Chiasma common stock at that time. As discussed in this proxy statement/prospectus, the actual number of Amryt ADSs issuable in the merger will be adjusted based on the number of shares of Chiasma common stock outstanding at the completion of the merger. The pro forma data in the tables assume that the merger occurred on January 1, 2020 for income statement purposes and on March 31, 2021 for balance sheet purposes, and that the merger is accounted for as a business combination.
The unaudited equivalent pro forma per share combined information for Chiasma set forth below shows the effect of the merger from the perspective of a Chiasma stockholder. The information was calculated by multiplying the unaudited pro forma combined per share data for Amryt ADSs by the exchange ratio of 0.396.
 
Year Ended December 31,
2020
 
(US$)
Amryt Historical per Ordinary Share Data:
 
Net Earnings/(Loss)—basic
($0.66)
Net Earnings/(Loss)—diluted
($0.66)
Cash dividends paid
$0
Book Value
$0.42
Chiasma Historical per Common Share Data:
 
Net Earnings/(Loss)—basic
($1.43)
Net Earnings/(Loss)—diluted
($1.43)
Cash dividends declared
$0
Book Value
$1.76
 
Quarter Ended March 31,
2021
Unaudited Pro Forma Combined per Amryt Ordinary Share Data:
 
Net (Loss)—basic
($0.13)
Net Earnings/(Loss)—diluted
($0.13)
Cash dividends paid
$0
Book Value
$1.21
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Quarter Ended March 31,
2021
Unaudited Pro Forma Combined per Chiasma Equivalent Share Data:
 
Net (Loss)—basic
($0.05)
Net (Loss)—diluted
($0.05)
Cash dividends paid
$0
Book Value
$0.48
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THE CHIASMA SPECIAL MEETING
This proxy statement/prospectus is being provided to Chiasma stockholders in connection with the solicitation of proxies by the Chiasma Board for use at the Chiasma special meeting and at any adjournments or postponements of the Chiasma special meeting. Chiasma stockholders are encouraged to read the entire document carefully, including the annexes to and documents incorporated by reference into this document, for more detailed information regarding the merger agreement and the transactions contemplated by the merger agreement.
Date, Time and Place of the Chiasma Special Meeting
The Chiasma special meeting is scheduled to be held virtually via the Internet on August 3, 2021, beginning at 9:00 a.m., Eastern Time, unless postponed to a later date.
In light of ongoing developments with respect to the COVID-19 (coronavirus) pandemic, Chiasma has elected to hold the Chiasma special meeting solely by means of remote communication (via the Internet). The Chiasma special meeting will be held solely via live webcast and there will not be a physical meeting location. Chiasma stockholders will be able to attend the Chiasma special meeting online and vote their shares electronically by visiting https://web.lumiagm.com/226280530 using the password “chiasma2021” (case sensitive) (which we refer to as the “special meeting website”). Chiasma stockholders will need the 11-digit control number found on their proxy card in order to access the special meeting website.
Chiasma will entertain questions at the Chiasma special meeting in accordance with the rules of conduct for the meeting to the extent that the question posed by a stockholder are relevant to the Chiasma special meeting and the proposals presented. Any questions or comments that are unrelated to the business of the Chiasma special meeting will not be addressed at the meeting.
Matters to Be Considered at the Chiasma Special Meeting
The purpose of the Chiasma special meeting is to consider and vote on each of the following proposals, each of which is further described in this proxy statement/prospectus:
Proposal 1: Adoption of the Merger Agreement. To consider and vote on the merger proposal;
Proposal 2: Approval, on an Advisory, Non-Binding Basis, of Certain Merger-Related Compensatory Arrangements with Chiasma’s Named Executive Officers. To consider and vote on the advisory, non-binding compensation proposal; and
Proposal 3: Adjournment or Postponement of the Chiasma Special Meeting. To consider and vote on the adjournment proposal.
Recommendation of the Chiasma Board
The Chiasma Board recommends that Chiasma stockholders vote:
Proposal 1: FOR” the merger proposal;
Proposal 2: FOR” the advisory, non-binding compensation proposal; and
Proposal 3: FOR” the adjournment proposal.
After careful consideration, the Chiasma Board (i) determined that the merger agreement and the transactions contemplated by the merger agreement (including the merger) are fair to and in the best interests of Chiasma and its stockholders, (ii) approved, adopted and declared advisable the merger agreement and the transactions contemplated by the merger agreement (including the merger), (iii) directed that the adoption of the merger agreement be submitted to a vote at a meeting of Chiasma’s stockholders, and (iv) recommended the adoption of the merger agreement by Chiasma’s stockholders.
See also the section entitled “The Merger Proposal—Recommendation of the Chiasma Board; Chiasma’s Reasons for the Merger” beginning on page 62.
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Record Date for the Chiasma Special Meeting and Voting Rights
The record date to determine stockholders who are entitled to receive notice of and to vote at the Chiasma special meeting or any adjournments or postponements thereof is June 15, 2021. As of the close of business on the record date, there were 63,191,027 shares of Chiasma common stock issued and outstanding and entitled to vote at the Chiasma special meeting.
Each Chiasma stockholder is entitled to one vote for each share of Chiasma common stock such holder owned of record at the close of business on the record date with respect to each matter properly brought before the Chiasma special meeting. Only Chiasma stockholders of record at the close of business on the record date are entitled to receive notice of and to vote at the Chiasma special meeting and any and all adjournments or postponements thereof.
Quorum; Abstentions and Broker Non-Votes
A quorum of Chiasma stockholders is necessary to conduct the Chiasma special meeting. The presence, via the special meeting website or by proxy, of the holders of a majority of the shares of Chiasma common stock entitled to vote at the Chiasma special meeting will constitute a quorum. Shares of Chiasma common stock represented at the Chiasma special meeting by attendance via the special meeting website or by proxy and entitled to vote, but not voted, including shares for which a stockholder directs an “abstention” from voting, will be counted for purposes of determining a quorum. However, because all of the proposals for consideration at the Chiasma special meeting are considered “non-routine” matters under the Nasdaq rules (as described below), shares held in “street name” will not be counted as present for the purpose of determining the existence of a quorum unless the stockholder provides their bank, broker or other nominee with voting instructions for at least one of the proposals before the Chiasma special meeting. If a quorum is not present, the Chiasma special meeting will be adjourned or postponed until the holders of the number of shares of Chiasma common stock required to constitute a quorum attend.
Under the Nasdaq rules, banks, brokers or other nominees who hold shares in “street name” on behalf of the beneficial owner of such shares have the authority to vote such shares in their discretion on certain “routine” proposals when they have not received voting instructions from the beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to matters that under the Nasdaq rules, as applicable, are “non-routine.” This can result in a “broker non-vote,” which occurs on an item when (1) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other “non-routine” proposals without instructions from the beneficial owner of the shares and (2) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” matter. All of the proposals before the Chiasma special meeting are considered “non-routine” matters under the Nasdaq rules, and banks, brokers or other nominees will not have discretionary authority to vote on any matter before the meeting. As a result, Chiasma does not expect any broker non-votes at the Chiasma special meeting and if you hold your shares of Chiasma common stock in “street name,” your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instructions provided by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote. Brokers will not be able to vote on any of the proposals before the Chiasma special meeting unless they have received voting instructions from the beneficial owners.
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Required Votes
Except for the adjournment proposal, the vote required to approve each of the proposals listed below assumes the presence of a quorum at the Chiasma special meeting. As described above, Chiasma does not expect there to be any broker non-votes at the Chiasma special meeting.
Proposal
Required Vote
Effect of Certain Actions
Proposal 1:
Merger Proposal
Approval requires the affirmative vote of at least a majority of the outstanding shares of Chiasma common stock entitled to vote on the merger proposal.
Shares of Chiasma common stock not present at the Chiasma special meeting, shares that are present and not voted on the merger proposal, including due to the failure of any Chiasma stockholder who holds their shares in “street name” through a bank, broker or other nominee to give voting instructions to such bank, broker or other nominee with respect to the merger proposal, and abstentions will have the same effect as a vote “AGAINST” the merger proposal
 
 
 
Proposal 2:
Advisory, Non-Binding Compensation Proposal
Approval requires the affirmative vote of at least a majority of votes cast on the advisory, non-binding compensation proposal (meaning the number of votes cast “FOR” this proposal must exceed the votes cast “AGAINST”).
A failure to vote, a broker non-vote or an abstention will have no effect on the outcome of the advisory, non-binding compensation proposal, assuming a quorum is present.
 
 
 
Proposal 3:
Adjournment Proposal
Approval requires the affirmative vote of at least a majority of votes cast on the adjournment proposal (meaning the number of votes cast “FOR” this proposal must exceed the votes cast “AGAINST”).
A failure to vote, a broker non-vote or an abstention will have no effect on the outcome of the adjournment proposal.
Vote of Chiasma’s Directors and Executive Officers
As of June 25, 2021, the latest practicable date prior to the date of this proxy statement/prospectus, Chiasma directors and executive officers, and their affiliates, as a group, owned and were entitled to vote less than 1.0 percent of the total outstanding shares of Chiasma common stock. Although no Chiasma director or executive officer has entered into any agreement obligating them to do so, Chiasma currently expects that all of its directors and executive officers will vote their shares “FOR” the merger proposal, “FOR” the advisory, non-binding compensation proposal and “FOR” the adjournment proposal. See Chiasma’s Definitive Proxy Statement on Schedule 14A for Chiasma’s 2021 annual meeting of stockholders filed with the SEC on April 26, 2021, which is incorporated into this proxy statement/prospectus by reference.
Methods of Voting
Registered Stockholders
If you are a stockholder of record, you may vote at the Chiasma special meeting by proxy through the Internet, by telephone or by mail, or by attending the Chiasma special meeting and voting via the special meeting website, as described below.
By Internet: By visiting the Internet address provided on the proxy card and following the instructions provided on your proxy card.
By Telephone: By calling the number located on the proxy card and following the recorded instructions.
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By Mail: If you have received a paper copy of the proxy materials by mail, you may complete, sign, date and return by mail the enclosed proxy card in the envelope provided to you with your proxy materials.
Via the Special Meeting Website: All stockholders of record may vote at the Chiasma special meeting by attending the meeting via the special meeting website. Stockholders who plan to attend the Chiasma special meeting will need the 11-digit control number included on their proxy card in order to access the special meeting website and to attend and vote thereat.
Unless revoked, all duly executed proxies representing shares of Chiasma common stock entitled to vote will be voted at the Chiasma special meeting and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. If you submit an executed proxy without providing instructions with respect to any proposal, then the Chiasma officers identified on the proxy will vote your shares consistent with the recommendation of the Chiasma Board on such proposal. If you are a stockholder of record, proxies submitted over the Internet or by telephone as described above must be received by 11:59 p.m., Eastern Time, on August 2, 2021. To reduce administrative costs and help the environment by conserving natural resources, Chiasma asks that you vote through the Internet or by telephone.
By executing and delivering a proxy in connection with the Chiasma special meeting, you designate certain Chiasma officers identified therein as your proxies at the Chiasma special meeting. If you deliver an executed proxy, but do not specify a choice with respect to any proposal properly brought before the Chiasma special meeting, such proxies will vote your underlying shares of Chiasma common stock on such uninstructed proposal in accordance with the recommendation of the Chiasma Board. Chiasma does not expect that any matter other than the proposals listed above will be brought before the Chiasma special meeting and the Chiasma bylaws provide that the only business that may be conducted at the Chiasma special meeting are those proposals brought before the meeting by or at the direction of the Chiasma Board.
Beneficial (Street Name) Stockholders
If you hold your shares through a bank, broker or other nominee in “street name” instead of as a registered holder, you must follow the voting instructions provided by your bank, broker or other nominee in order to vote your shares. Your voting instructions must be received by your bank, broker or other nominee prior to the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee with respect to a proposal, your shares of Chiasma common stock will not be voted on that proposal as your bank, broker or other nominee does not have discretionary authority to vote on any of the proposals to be voted on at the Chiasma special meeting; see the section entitled “The Chiasma Special Meeting—Quorum; Abstentions and Broker Non-Votes” beginning on page 40.
If you hold your shares through a bank, broker or other nominee in “street name” (instead of as a registered holder), you must obtain a specific control number from your bank, broker or other nominee in order to attend and vote at the Chiasma special meeting via the special meeting website. For more information on how to attend the Chiasma special meeting, see the section entitled “The Chiasma Special Meeting—Attending the Chiasma Special Meeting” beginning on page 43.
Revocability of Proxies
Any stockholder giving a proxy has the right to revoke it at any time before the proxy is voted at the Chiasma special meeting. If you are a Chiasma stockholder of record, you may revoke your proxy by any of the following actions:
by voting again by Internet or telephone as instructed on your proxy card before the closing of the voting facilities at 11:59 p.m., Eastern Time, on August 2, 2021;
by sending a signed written notice of revocation to Chiasma’s Corporate Secretary, provided such statement is received before the Chiasma special meeting;
by submitting a properly signed and dated proxy card as instructed above in advance of the Chiasma special meeting; or
by attending the Chiasma special meeting via the special meeting website and requesting that your proxy be revoked or voting via the website as described above.
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Only your last submitted proxy card will be considered.
Execution or revocation of a proxy will not in any way affect a stockholder’s right to attend the Chiasma special meeting and vote thereat.
Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:
Chiasma, Inc.
140 Kendrick Street, Building C East
Needham, MA 02494
Attn: Corporate Secretary
If your shares are held in “street name” and you previously provided voting instructions to your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions. You may also change your vote by obtaining your specific control number and instructions from your bank, broker or other nominee and voting your shares at the Chiasma special meeting via the special meeting website.
Proxy Solicitation Costs
Chiasma is soliciting proxies to provide an opportunity to all Chiasma stockholders to vote on agenda items at the Chiasma special meeting, whether or not the stockholders are able to attend the Chiasma special meeting or any adjournment or postponement thereof. Chiasma will bear the entire cost of soliciting proxies from its stockholders. In addition to the solicitation of proxies by mail, Chiasma will request that banks, brokers and other nominee record holders send proxies and proxy material to the beneficial owners of Chiasma common stock and secure their voting instructions, if necessary. Chiasma may be required to reimburse those banks, brokers and other nominees on request for their reasonable expenses in taking those actions.
Chiasma has also retained MacKenzie Partners, Inc. to assist in soliciting proxies and in communicating with Chiasma stockholders and estimates that it will pay them a fee of approximately $10,000 plus reasonable expenses. Chiasma has also agreed to indemnify MacKenzie Partners, Inc. against certain losses, damages and expenses. Proxies may be solicited on behalf of Chiasma or by Chiasma directors, officers and other employees in person, by mail, by telephone, by facsimile, by messenger, via the Internet or by other means of communication, including electronic communication. Directors, officers and employees of Chiasma will not be paid any additional amounts for their services or solicitation in this regard.
Attending the Chiasma Special Meeting
If you wish to attend the Chiasma special meeting via the special meeting website, you must (i) be a stockholder of record of Chiasma at the close of business on June 15, 2021 (the record date for the Chiasma special meeting), (ii) hold your shares of Chiasma beneficially in the name of a broker, bank or other nominee as of the Chiasma record date or (iii) hold a valid proxy for the Chiasma special meeting.
To enter the special meeting website and attend the Chiasma special meeting, you will need the 11-digit control number located on your proxy card. If you hold your Chiasma shares in street name beneficially through a broker, bank or other nominee and you wish to attend the Chiasma special meeting via the special meeting website, you will need to obtain your specific control number and further instructions from your bank, broker or other nominee.
If you plan to attend the Chiasma special meeting and vote via the special meeting website, Chiasma still encourages you to vote in advance by the Internet, telephone or (if you received a paper copy of the proxy materials) by mail so that your vote will be counted in the event you later decide not to attend the Chiasma special meeting via the special meeting website. Voting your proxy by the Internet, telephone or mail will not limit your right to vote at the Chiasma special meeting via the special meeting website if you later decide to attend the Chiasma special meeting.
Householding
The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to
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as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. Chiasma and some brokers “household” proxy materials, delivering a single proxy statement to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or Chiasma that they or Chiasma will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if you are receiving multiple copies of the proxy statement and wish to receive only one, please notify your broker if your shares are held in a brokerage account, or Chiasma if you hold shares directly in your name. You can notify Chiasma by sending a written request to Corporate Secretary, Chiasma, Inc., 140 Kendrick Street, Building C East, Needham, MA 02494.
Tabulation of Votes
The Chiasma Board will appoint an independent inspector of election for the Chiasma special meeting. The inspector of election will, among other matters, determine the number of shares of Chiasma common stock represented at the Chiasma special meeting to confirm the existence of a quorum, determine the validity of all proxies and ballots and certify the results of voting on all proposals submitted to Chiasma stockholders at the Chiasma special meeting.
Adjournments
If a quorum is present at the Chiasma special meeting but there are not sufficient votes at the time of the Chiasma special meeting to approve the merger proposal, then Chiasma stockholders may be asked to vote on the adjournment proposal.
At any subsequent reconvening of the Chiasma special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the same manner as they would have been voted at the original convening of the Chiasma special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.
Assistance
If you need assistance voting or in completing your proxy card or have questions regarding the Chiasma special meeting, please contact MacKenzie Partners, Inc., Chiasma’s proxy solicitor for the Chiasma special meeting:
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, NY 10018
Stockholders may call toll free: 1 (800) 322-2885
Banks and Brokers may call collect: 1 (212) 929-5500.
CHIASMA STOCKHOLDERS SHOULD CAREFULLY READ THIS PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE MERGER. IN PARTICULAR, CHIASMA STOCKHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT, WHICH IS ATTACHED AS ANNEX A HERETO.
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THE MERGER PROPOSAL
This section of the proxy statement/prospectus describes the various aspects of the merger and related matters. This section may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus, including the full text of the merger agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, for a more complete understanding of the merger. In addition, important business and financial information about each of Chiasma and Amryt is included in or incorporated by reference into this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, see the section entitled “Where You Can Find Additional Information.”
This proxy statement/prospectus is being furnished to you as a stockholder of Chiasma in connection with the solicitation of proxies by the Chiasma Board for use at the Chiasma special meeting. At the Chiasma special meeting, Chiasma is asking stockholders to consider and vote upon a proposal to adopt the merger agreement, pursuant to which Merger Sub will merge with and into Chiasma with Chiasma surviving the merger as an indirect wholly owned subsidiary of Amryt. Upon completion of the merger, Chiasma stockholders will be entitled to receive 0.396 Amryt ADSs for each share of Chiasma common stock.
The Chiasma Board, after careful consideration, approved, adopted and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger, and determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to and in the best interests of Chiasma and its stockholders.
The Chiasma Board accordingly recommends that Chiasma stockholders vote to adopt the merger agreement. The merger and a summary of the terms of the merger agreement are described in more detail in the sections of this proxy statement/prospectus entitled “The Merger Proposal” beginning on page 45 and “The Merger Agreement” beginning on page 107, and Chiasma stockholders are encouraged to read the full text of the merger agreement, which is attached as Annex A to this proxy statement/prospectus.
Approval of the merger proposal requires the affirmative vote of at least a majority of the outstanding shares of Chiasma common stock entitled to vote on the proposal.
It is a condition to the completion of the merger that Chiasma stockholders approve the merger proposal. Shares of Chiasma common stock not present at the Chiasma special meeting via the special meeting website or represented by proxy, shares that are present and not voted on the merger proposal, including due to the failure of any Chiasma stockholder who holds their shares in “street name” through a bank, broker or other nominee to give voting instructions to such bank, broker or other nominee with respect to the merger proposal, and abstentions will have the same effect as a vote “AGAINST” the merger proposal.
IF YOU ARE A CHIASMA STOCKHOLDER, THE CHIASMA BOARD RECOMMENDS THAT YOU VOTE “FOR” THE MERGER PROPOSAL (PROPOSAL 1)
Transaction Structure
The merger agreement provides that, subject to the terms and conditions of the merger agreement, at the effective time, Merger Sub, an indirect wholly owned subsidiary of Amryt, will merge with and into Chiasma with Chiasma surviving as an indirect wholly owned subsidiary of Amryt. The terms and conditions of the merger are contained in the merger agreement, which is described in this proxy statement/prospectus and attached to this proxy statement/prospectus as Annex A. You are encouraged to read the merger agreement carefully, as it is the legal document that governs the merger. All descriptions in this summary and elsewhere in this proxy statement/prospectus of the terms and conditions of the merger are qualified by reference to the merger agreement.
Merger Consideration
At the effective time, by virtue of the merger and without any action on the part of the parties to the merger agreement or any Chiasma stockholder, each eligible share will be automatically converted into the right to receive the merger consideration, subject to rounding to the nearest whole number of Amryt ADSs.
Amryt expects to issue up to approximately 30,014,577 Amryt ADSs in connection with the merger. This assumes that all Chiasma Stock Options, Chiasma RSU Awards and Chiasma warrants issued and outstanding
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immediately prior to the closing are vested or exercised immediately prior to the closing, or converted and exercised following the closing, in accordance with the terms of the applicable Chiasma equity incentive plan and the merger agreement, notwithstanding that in relation to certain of those instruments, the exercise price is greater than the recent trading prices of the securities for which they are exercisable. The actual number of Amryt ADSs to be issued pursuant to the merger agreement will be determined upon the completion of the merger based on the exchange ratio, the number of shares of Chiasma common stock outstanding at such time and the number of Chiasma Stock Options, Chiasma RSU Awards and Chiasma warrants. Based on the number of Amryt and Chiasma securities outstanding as of June 9, 2021, immediately after completion of the merger, using the treasury stock method, former Chiasma securityholders would receive approximately 40 percent of the equity of the combined company (excluding the impact of dilution from Amryt's convertible debentures).
Based on the reference price of Amryt ADSs on Nasdaq on May 4, 2021, the last full trading day before the announcement of the merger agreement, the per share value of Chiasma common stock implied by the merger consideration was $5.13. Based on the closing price of Amryt ADSs on Nasdaq on June 28, 2021, the latest practicable trading day prior to the date of this proxy statement/prospectus, the per share value of Chiasma common stock implied by the merger consideration was $4.93. The implied value of the merger consideration will fluctuate, however, as the market price of Amryt ADSs fluctuates, because the share consideration portion of the merger consideration that is payable per share of Chiasma common stock is a fixed number of Amryt ADSs. As a result, the value of the merger consideration that Chiasma stockholders will receive upon the completion of the merger could be greater than, less than or the same as the value of the merger consideration on the date of this proxy statement/prospectus or at the time of the Chiasma special meeting. Accordingly, you are encouraged to obtain current stock price quotations for Chiasma common stock and Amryt ADSs (each representing the right to receive five Amryt ordinary shares) before deciding how to vote with respect to the approval of the merger agreement. Amryt ADSs are traded on the Nasdaq under the symbol “AMYT,” and Amryt ordinary shares are traded on AIM under the symbol “AMYT.” Chiasma common stock is traded on Nasdaq under the symbol “CHMA.” We encourage you to obtain current quotes for Amryt ADSs and Chiasma common stock. This proxy statement/prospectus presents information on the basis of Amryt ADSs, which are the securities issuable in connection with the merger.
The enterprise value implied by the transaction was approximately $268.9 million as of May 4, 2021, the last full trading day before the public announcement of the merger agreement, based on the implied per share value of the merger consideration to Chiasma stockholders as of that date as set forth above, plus Chiasma’s debt and debt-like items and less Chiasma’s cash, in each case as of the last publicly reported March 31, 2021 balance sheet date.
Background of the Merger
The senior management teams and boards of directors of each of Amryt and Chiasma regularly consider and evaluate options for achieving their company’s long-term strategic goals and enhancing shareholder value. These options have included periodic assessments of potential business combinations with other pharmaceutical companies. They are generally aware of the business activities of other companies in the industry, including each other, and executives from each of Amryt and Charm have periodically interacted with each other at various industry events.
As part of the continuous evaluation of Chiasma’s clinical programs in driving sustainable growth and financing needs, the Chiasma Board and senior management regularly considered a variety of potential strategic options and transactions in a continued effort to capitalize the company and enhance stockholder value. Over the past several years, the Chiasma Board, together with Chiasma’s senior management and with the assistance of Chiasma’s advisors, considered potential financings, partnership opportunities and strategic alternatives presented or potentially available to Chiasma, as well as the opportunities and risks associated with Chiasma continuing to operate as an independent company.
In connection with this evaluation, beginning in December 2018, the Chiasma Board held meetings at which it discussed the strategic, financial and operational alternatives available to Chiasma, the need for Chiasma to substantially grow near-term net revenues to attain profitability, the need for adequate capital to successfully launch the commercial sale of its oral therapy for the treatment of acromegaly, MYCAPSSA, in the U.S. and the high cost of capital and limited financing alternatives for companies such as Chiasma. The Chiasma Board also considered the risks and challenges facing Chiasma because of its declining cash position. The Chiasma Board
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discussed the advisability of engaging a financial advisor to assist the Chiasma Board in evaluating strategic opportunities, including potential licensing opportunities, as well as Chiasma’s business and prospects as a standalone company. In December 2018, the Chiasma Board authorized the engagement of Torreya Capital, LLC (which we refer to as “Torreya”) as a financial advisor to assist and advise Chiasma due to, among other things, its qualifications, experience and absence of conflicts of interest, and based on its long-standing relationship with Chiasma through which Torreya had gained substantial knowledge of and familiarity with Chiasma’s business, operations and competitors and the industry in which Chiasma operates. Torreya was formally engaged in April 2019 to assist with exploring and evaluating potential licensing opportunities and to introduce Chiasma to companies that may have a broader interest beyond licensing rights for a specific geography, including a potential business combination opportunity. The Chiasma Board considered, among other things, that given Chiasma’s receipt of a Complete Response Letter from the FDA in 2016 indicating that Chiasma’s application for MYCAPSSA was not complete at that time, interested parties would likely choose to wait until the data readout for the Phase 3 CHIASMA OPTIMAL study of MYCAPSSA, which would allow those parties to better assess the likelihood of regulatory success of the new drug application for MYCAPSSA, before choosing to engage in a potential transaction with Chiasma. The Chiasma Board determined that it was in the best interests of stockholders for Chiasma to not initiate a formal sale of the company at that time.
In September 2019, given the positive data read out from the Phase 3 CHIASMA OPTIMAL study, there was an interest from parties exploring the attractiveness of a licensing opportunity in ex-US markets. The Chiasma Board received an update from members of senior management and representatives of Torreya concerning feedback from various potential counterparties on potential licensing opportunities in ex-US markets. However, as the Phase 3 MPOWERED study was still ongoing and was designed to support a planned marketing authorization application for MYCAPSSA in the European Union, no formal proposals or non-binding terms were received by Chiasma. The Chiasma Board authorized management and its advisors to continue to engage in discussions with potential counterparties about licensing opportunities.
As part of these outreach efforts, in the fall of 2019, Chiasma approached Amryt to gauge its interest in a potential opportunity to license MYCAPSSA in Europe, subject to the approval of the planned marketing authorization application for MYCAPPSA by the European Medicines Agency (which we refer to as the “EMA”). In the fall of 2019, Amryt was completing its acquisition of Aegerion Pharmaceuticals, Inc. and integration of its operations with the existing operations of Amryt. As a result, while the parties had some initial conversations about such a transaction, the conversations did not advance beyond very preliminary discussions for several months.
On June 15, 2020, Chiasma and Amryt entered into a mutual confidentiality agreement with customary non-disclosure and standstill provisions to provide for the exchange of information in furtherance of these discussions regarding a potential licensing opportunity.
On June 18, 2020, Amryt was granted access to Chiasma’s electronic data room for an initial review of MYCAPSSA materials, specifically materials regarding the potential commercial opportunity in Europe and Chiasma’s regulatory dialogue with the FDA and the EMA. As the discussions evolved over time from this European commercial transaction to discussions of a potential business combination transaction as described below, additional materials were added to Chiasma’s electronic data room up to the date of signing of the merger agreement. In addition, as those discussions evolved, in early 2021, Chiasma was granted access to an electronic data room prepared by Amryt to enable Chiasma to conduct its due diligence review of Amryt, to which materials were added up to the date of signing of the merger agreement.
On June 26, 2020, the FDA approved MYCAPSSA for the long-term maintenance treatment in acromegaly patients who have responded to and tolerated treatment with octreotide or lanreotide.
On July 27, 2020, Chiasma and an international pharmaceutical company (which we refer to as “Party A”) entered into a confidentiality agreement to provide for the exchange of information to explore a potential business relationship.
On August 3, 2020, Chiasma granted Party A and its representatives access to its electronic data room.
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On November 18, 2020, Chiasma announced positive top-line data from its global Phase 3 MPOWERED™ non-inferiority clinical trial comparing MYCAPSSA (oral octreotide capsules) to long-acting injectable somatostatin analogs (SSAs) for maintenance of biochemical response in patients with acromegaly. The MPOWERED trial was designed to support a planned marketing authorization application for MYCAPSSA in the European Union.
On November 18, 2020, Mr. Kannan and Dr. Joseph Wiley, Amryt’s Chief Executive Officer, had a telephone call and discussed a preliminary basis for a potential business combination opportunity between the two companies.
In late November 2020, Party A engaged in due diligence of Chiasma and indicated to representatives of Chiasma senior management that it was interested in a potential combination with Chiasma.
Also in late November 2020, Amryt was contacted by Torreya to discuss the review of data and preliminary diligence that Amryt was undertaking with a third-party provider on MYCAPSSA.
On November 20, 2020, after positive results of the MPOWERED trial were released, Dr. Wiley and a representative of Moelis & Company LLC (which we refer to as “Moelis”), Amryt’s financial advisor, contacted Mr. Kannan and said that Amryt was considering a potential combination with Chiasma and discussed its merits. In particular, Dr. Wiley indicated that Amryt was more interested in discussing a potential acquisition of Chiasma rather than a potential licensing of MYCAPSSA in Europe.
On November 25, 2020, Mr. Kannan and Dr. Wiley further discussed a potential combination. Dr. Wiley indicated that he intended to send a non-binding indication of interest for such a proposed transaction to Mr. Kannan to be considered by the Chiasma Board.
On December 4, 2020, the Chiasma Board held a meeting at which members of senior management and representatives of Torreya and Goodwin were present. At this meeting, representatives of Torreya provided an update on business development matters. Members of Chiasma senior management informed the Chiasma Board that Amryt had indicated that it was more interested in discussing a potential acquisition of Chiasma rather than a potential licensing of MYCAPSSA in Europe. The Chiasma Board discussed the potential advantages and disadvantages of exploring a potential sale or merger of Chiasma. At this meeting, the Chiasma Board received advice from Goodwin Procter LLP (which we refer to as “Goodwin”), Chiasma’s outside legal counsel, including advice regarding the Chiasma Board’s fiduciary duties in the context of Chiasma exploring potential strategic opportunities involving a sale of Chiasma. The Chiasma Board also engaged in a general discussion concerning various aspects of such a process, including the potential benefits and risks associated with contacting and discussing a potential transaction with third parties. These benefits and risks included the potential disruptions to Chiasma’s business during such a process, the risk of market rumors that might arise from discussions with various parties and the potential impact of such market rumors on Chiasma’s business and its relationships with customers, partners and employees, and the potential need to disclose that Chiasma had entered into discussions with one or more third parties relating to a potential strategic transaction should there be a leak. The Chiasma Board also discussed the importance of receiving management’s proposed budget for 2021 reflecting forecasted revenue and operating expenses to help them evaluate whether Chiasma should explore potential strategic alternatives, including continuing to operate as a standalone business. Chiasma management’s review of the proposed budget for 2021 was previously scheduled to occur later that month.
Following the Chiasma Board’s review of the foregoing considerations, the Chiasma Board decided that it was in the best interests of Chiasma’s stockholders for Chiasma to continue to focus on the U.S. commercial launch of MYCAPSSA rather than actively exploring a potential merger, sale or other business combination at that time. However, the Chiasma Board authorized Chiasma senior management and its advisors to continue discussions with third parties regarding a potential business combination.
On December 6, 2020, at the direction of the Chiasma Board, representatives of Torreya had a telephone call with representatives of Amryt to further discuss a potential transaction. On that call, representatives of Amryt conveyed their preference to sign and announce a transaction with Chiasma prior to the end of 2020. The representatives of Torreya explained the proposed timeline would not be feasible in light of the Chiasma Board’s determination that pursuing a sale of Chiasma was not in the best interests of stockholders at that time. As a result, both parties agreed to discuss the possible transaction internally and reconnect with each other to further discuss a transaction in January 2021 and also that no further diligence calls would occur until January 2021.
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On December 9, 2020, the Amryt Board held a regular meeting, which was attended by representatives of Moelis. At the meeting, the Amryt Board discussed the potential merger with Chiasma and the possible timeline for the transaction, noting that they expected that progress was likely to be slow until Chiasma received feedback from the FDA on a potential neuroendocrine tumors (which we refer to as “NET”) development program.
On January 7, 2021, in furtherance of the direction of the Chiasma Board from December, representatives of Torreya contacted the vice president of corporate development and licensing at Party A. Representatives of Party A expressed their interest in MYCAPSSA.
In January 2021, Chiasma reengaged in discussions with Amryt regarding a potential sale of the company as contemplated by the discussions from December 2020. In mid-January 2021, representatives of Torreya spoke with representatives of Moelis to further understand the details of Amryt’s interest regarding a potential business combination, during which Moelis reiterated Amryt’s interest in a potential acquisition of Chiasma and the parties discussed potential transaction structures.
On January 26, 2021, Mr. Kannan had a teleconference with Dr. Wiley during which they discussed the potential synergies and benefits of a potential combination between Amryt and Chiasma.
On January 29, 2021, a transaction committee of the Amryt Board met, which meeting was attended by representatives of Moelis, to consider how best to advance the discussions regarding the potential transaction with Chiasma. The committee discussed what information Amryt would require to be able to assess the transaction and the merger premium that Chiasma would expect as a basis for providing such information.
On February 1, 2021, representatives of Torreya and Moelis discussed due diligence matters regarding Chiasma’s Revenue Interest Financing Agreement with Healthcare Royalty Partners IV, L.P. (which we refer to as “HCR”) and the progress of Chiasma’s U.S. launch of MYCAPSSA.
On February 3, 2021, representatives of Moelis reiterated Amryt’s interest in a potential strategic transaction with Chiasma and requested certain diligence information in connection with Amryt’s intention of submitting an offer for a potential business combination. Following further discussion among Chiasma and Amryt’s financial advisors, the parties agreed to review and update the confidentiality agreement previously executed between the parties to address discussions regarding a potential business combination, as the previous confidentiality agreement covered discussions only with respect to a potential licensing opportunity.
Also on February 3, 2021, in furtherance of the direction of the Chiasma Board from December, representatives of Torreya reached out to a biotechnology company (which we refer to as “Party B”) to gauge whether Party B would be interested in an acquisition or, business combination with, Chiasma.
On February 4, 2021, Chiasma and Amryt entered into a mutual confidentiality agreement with customary non-disclosure and standstill provisions that included the ability of each party to make confidential proposals to the board of directors of the other company at any time following that company’s public announcement of its entry into a definitive agreement with a third party to acquire that company.
Also on February 4, 2021, a financial advisor for a pharmaceutical company (which we refer to as “Party C”) contacted a member of the Chiasma Board to inform him that Party C would be interested in discussing a potential transaction with Chiasma.
Also on February 4, 2021, representatives of Torreya contacted Party B’s head of corporate and business development to discuss a potential strategic transaction with Chiasma. The representative of Party B indicated that it would first need to explore publicly available information on Chiasma before confirming its interest in a potential strategic transaction with Chiasma.
On February 5, 2021, members of Chiasma senior management had call with Party A to discuss diligence matters regarding the potential development of MYCAPSSA for an indication related to carcinoid symptoms stemming from NET.
On February 8, 2021, representatives of Torreya and senior management of Chiasma had a teleconference with Party C and their financial advisor to discuss Party C’s interest in a proposed business combination.
On February 9, 2021 a transaction committee of the Amryt Board met, which meeting was attended by representatives of Moelis, to review and approve the submission to Chiasma of, a non-binding offer letter
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providing for a stock-for-stock acquisition of Chiasma by Amryt, which proposal would serve as a basis for obtaining additional information regarding Chiasma to assess the transaction and its potential benefits and other due diligence responses to assess the potential for a merger.
On February 10, 2021, Amryt submitted a non-binding offer letter providing for the acquisition of Chiasma in a stock-for-stock acquisition whereby each Chiasma stockholder would receive $5.46 per share in the form of Amryt shares (which we refer to as the “February 10 offer”). The proposal stated that it represented a 20 percent premium to Chiasma’s closing share price as of February 9, 2021. The closing price for Chiasma’s common stock on February 10, 2021 was $4.47 per share. The proposal indicated that the February 10 offer was based on publicly available information and that Amryt was open to considering an exchange ratio or premium more favorable to Chiasma if it was able to find additional value based on access to non-public information. The proposal also stated that it was subject to, among other things, satisfactory completion of confirmatory diligence and approval by both companies’ boards. The letter noted several strategic benefits from the proposed transaction, including increased size and relevance, diversification of products, improved liquidity for stockholders, and a global infrastructure. Amryt proposed in the letter that the management teams of each of Chiasma and Amryt meet to advance the discussion of the transaction and further establish the strategic benefits of the transaction. Shortly before the non-binding offer letter was sent, Dr. Wiley spoke with Mr. Kannan to inform him of Amryt’s proposal and rationale for the terms in the non-binding offer letter.
Also on February 10, 2021, representatives of Party B reached out to Torreya to discuss due diligence matters. On that same day, representatives of Moelis also contacted Torreya to further discuss Amryt’s February 10 offer.
On February 12, 2021, the Chiasma Board held a meeting at which members of Chiasma’s senior management and representatives of Torreya and Goodwin were present. Chiasma’s senior management reviewed the February 10 offer and discussed the status of the discussions with Party A and Party B who had previously expressed an interest in a potential strategic transaction with Chiasma. Representatives of Goodwin discussed with the Chiasma Board its fiduciary duties. Following discussion, the Chiasma Board authorized management and its advisors to provide Amryt, Party A and Party B with access to additional information about Chiasma to facilitate discussions regarding a potential transaction involving Chiasma and to request certain diligence information from those parties. The Chiasma Board also directed Mr. Kannan, John Doyle, Chiasma’s Chief Financial Officer, and Lee Giguere, Chiasma’s General Counsel, to lead interactions on behalf of Chiasma together with Torreya during the strategic process.
On February 14, 2021, Mr. Kannan spoke with Dr. Wiley to discuss the Chiasma Board’s feedback on the February 10 offer, particular items to be confirmed through completion of due diligence, including Amryt’s capitalization table and the likelihood of Amryt obtaining certain regulatory approvals, and a potential timeline for doing so. Mr. Kannan indicated that the Chiasma Board would not agree to enter into a transaction on the terms proposed by Amryt in its February 10 offer, as the Chiasma Board felt it undervalued the company, and he encouraged Amryt to submit an offer that would give the Chiasma stockholders prior to the transaction an ownership percentage of the combined company in the 40s.
On February 16, 2021, representatives of Moelis and representatives of Torreya had a call to discuss due diligence matters.
On February 17, 2021, representatives of Party B contacted Torreya and communicated its interest in entering into a confidentiality agreement with Chiasma.
On February 19, 2021, representatives of Party A and Torreya had a call to discuss potential next steps. Representatives of Party A indicated that Party A was struggling to find value based on the trading price of Chiasma’s stock and did not intend to pursue further discussions regarding a potential transaction with Chiasma.
On February 23, 2021, Party B executed a mutual confidentiality agreement with Chiasma, which included customary non-disclosure and standstill provisions that included the ability of Party B to make confidential proposals to Chiasma at any time following Chiasma’s public announcement of its entry into a definitive agreement with a third party to acquire Chiasma.
On March 1, 2021, Party B was also granted access to Chiasma’s electronic data room. Representatives of Torreya also indicated to Party B that Chiasma had scheduled a board meeting for April 18, 2021 and encouraged Party B to submit a proposal by that time.
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Also on March 1, 2021, the Amryt Board met, which meeting was attended by representatives of Moelis, to discuss the proposed transaction with Chiasma. In particular, they discussed the due diligence process. During the meeting, the Amryt Board noted that the due diligence process had not progressed as quickly as Amryt would have hoped and that Amryt had not yet received critical due diligence information (including detailed projections for the Chiasma business), without which it could not finalize the terms of any transaction to acquire Chiasma. Following discussion, the Amryt Board discussed that they believed that progress was slower than they would have wanted perhaps because Chiasma may be talking to multiple parties and that the Amryt Board would have to consider this as they proceeded.
On March 3, 2021, Mr. Kannan and Dr. Wiley held a telephone call to discuss pro forma financial information of the combined company following a transaction. They also discussed certain key points regarding Amryt’s Epidermolysis Bullosa portfolio of products, as raised by a key opinion leader in a recent interview.
On March 6, 2021, the Chiasma Board held a meeting at which members of Chiasma senior management and representatives of Torreya and Goodwin were present. The Chiasma Board considered the challenges facing Chiasma, including the slower than expected U.S. launch of MYCAPSSA due to COVID-19 limiting Chiasma’s capacity to invest in future growth opportunities, including potentially developing MYCAPSSA for an indication related to carcinoid symptoms stemming from NET, the impact of COVID-19 on Chiasma’s revenue and Chiasma’s increasing need for cash to sustain itself beyond the first half of 2022. Given these challenges, the Chiasma Board again considered the advantages and disadvantages of exploring a potential combination with Amryt as a means by which to maximize stockholder value. The Chiasma Board considered that Amryt had a positive cash balance, a strong record of commercial growth in its markets, a strong commercial presence in the European Union and a globally relevant, diversified orphan product portfolio, factors which could facilitate a future launch of MYCAPSSA in the European Union without a substantial investment in a new commercial platform. In addition, one of Amryt’s products, metreleptin, required them to call on endocrinologists, which potentially could enhance the growth prospects for both products (metreleptin and MYCAPSSA). Following the Chiasma Board’s review of the foregoing considerations, the Chiasma Board decided that it was in the best interests of Chiasma’s stockholders to continue mutual diligence with Amryt to determine whether a potential combination with Amryt or with another party at a valuation and on other terms that, in the aggregate, would deliver more value to Chiasma’s stockholders than continuing to operate Chiasma on a standalone basis. The Chiasma Board authorized management to permit Amryt to continue its due diligence, but to advise Amryt that it would need to further improve its February 10 offer following completion of due diligence.
Also at this meeting, the Chiasma Board established, for purposes of efficiency, a committee of the board of directors comprised of independent and disinterested directors, specifically Bard Geesaman, M.D., Ph.D., Todd Foley and Scott Minick, that was authorized to consider and evaluate any proposals that might be received by Chiasma regarding a potential strategic transaction, participate in and direct the negotiation of the material terms and conditions of any such transaction, consider any alternatives to any such transaction, recommend to the Chiasma Board the advisability of entering into any such transaction or pursuing another strategic alternative and select and retain such experts, including independent financial advisors, as the committee deemed appropriate to assist it in discharging its responsibilities. Throughout the Chiasma transaction committee’s evaluation of a potential strategic transaction involving Chiasma, the Chiasma transaction committee conducted formal meetings and its members were also in regular informal communication with Mr. Kannan, Mr. Giguere, Mr. Doyle and representatives of Chiasma’s financial and legal advisors and with each other. The transaction committee on several occasions also met in executive session with only the directors and at times with counsel present.
On March 8, 2021, at the direction of the Chiasma Board, representatives of Torreya had a telephone call with representatives of Moelis to discuss the due diligence process, including a proposed timeline for exchanging financial projections and discussing structure and tax considerations. Also on this date, representatives of Amryt, Chiasma, Moelis and Torreya met to discuss these same topics.
On March 9, 2021, Torreya sent a draft confidentiality agreement to Party C.
On March 10, 2021, based on guidance provided by the Chiasma Board, a board member of Chiasma contacted a board member of a pharmaceutical company (which we refer to as “Party D”) to gauge their interest in entering into a discussion with Chiasma concerning the possibility of a strategic transaction between the parties.
On March 11, 2021, representatives of Gibson Dunn & Crutcher LLP (which we refer to as “Gibson Dunn”), Amryt’s outside legal counsel, and Goodwin held a teleconference to discuss the proposed structure of the
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transaction and identify any issues with the structure. In connection with that discussion, Gibson Dunn offered to prepare a draft merger agreement providing for the transaction to advance the discussions of the transaction. The representatives from Goodwin noted that they would expect that Chiasma would expect that the merger agreement would have largely reciprocal terms, which as a result would be more balanced for Chiasma than if the agreement were one-sided in favor of the acquiring party.
Also on March 11, 2021, Chiasma entered into a confidentiality agreement with Party C, which confidentiality agreement included customary non-disclosure and standstill provisions that included the ability of the counterparty to make confidential proposals to Chiasma at any time following Chiasma’s public announcement of its entry into a definitive agreement with a third party to acquire Chiasma.
On March 12, 2021, Mr. Kannan had an introductory telephone conversation with Party C’s chief executive officer to discuss the merits of a potential combination with Chiasma. Neither party made any proposals during this meeting or otherwise discussed the specific terms of a potential transaction.
On March 13, 2021, Mr. Kannan and Dr. Wiley had a telephone conversation during which they discussed the likelihood of Amryt obtaining certain regulatory approvals and the initial feedback that Chiasma received from key opinion leaders. Mr. Kannan also stated that Chiasma was planning to speak with other parties. Mr. Kannan and Dr. Wiley also reviewed a relative contribution analysis of both companies across key dimensions through 2024 and discussed information that Amryt required in order to revise its February 10 offer.
On March 15, 2021, Chiasma granted Party C and its representatives access to its electronic data room. Representatives of Party C’s financial advisor also contacted Torreya to discuss process and due diligence.
Also on March 15, 2021, Mr. Kannan spoke with Dr. Wiley to discuss certain due diligence requests, including Amryt’s pending requests for financial projections for Chiasma, that Amryt required in order to facilitate providing an updated offer to be responsive to feedback provided by Chiasma with respect to its February 10 offer.
On March 16, 2021, in response to the discussion on March 10, a board member from Party D informed a board member of Chiasma that they planned to perform a preliminary analysis and provide an update on its interest in Chiasma before the end of that month. Subsequently, Party D declined interest in pursuing a potential transaction with Chiasma after completing its preliminary analysis.
From March 16 through 18, 2021, Amryt and Chiasma continued to engage in mutual due diligence discussions.
Also on March 16, 2021, the Chiasma transaction committee held a meeting at which members of Chiasma senior management and representatives of Torreya and Goodwin were present. The Chiasma transaction committee, with the assistance of Chiasma senior management and representatives of Torreya, discussed the status of the strategic process, including the status of diligence conducted by each of Amryt, Party A, Party B and Party C. The Chiasma transaction committee also discussed and reviewed with management Chiasma’s preliminary long-range financial forecasts.
On March 17, 2021, the Chiasma Board held a meeting at which members of Chiasma senior management and representatives of Torreya and Goodwin were present. With the help of Chiasma senior management, the Chiasma Board discussed the assumptions underlying the long-range financial forecasts. After review and discussion, the Chiasma Board confirmed its approval of the long-range financial forecast materials (which we refer to as the “Unadjusted Chiasma Projections”) that had been previously provided to and reviewed by the Chiasma Board and authorized Chiasma senior management and representatives of Torreya to share the Unadjusted Chiasma Projections with Amryt, Party A, Party B and Party C.
On or about March 18, 2021, at the direction of the Chiasma Board, representatives of Torreya shared the Unadjusted Chiasma Projections and departmental budgets of Chiasma with representatives of Amryt via the electronic data room. The Chiasma Board also ratified an amendment to Torreya’s engagement letter to extend the term of Torreya’s engagement by one additional year.
Also on March 18, 2021, Chiasma and Party B engaged in mutual introductory diligence presentations of both companies.
On March 24, 2021, Party C submitted a non-binding proposal for a stock-for-stock acquisition of Chiasma for a fixed exchange ratio reflecting an ownership of 38 percent of the combined company for Chiasma stockholders
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based on the treasury stock method (which Torreya subsequently calculated as representing 38.1 percent of the combined company for Chiasma stockholders on a fully diluted basis), plus a contingent value right to receive additional consideration of up to $1.00 per share upon the achievement of (a) $65.0 million in annual net sales of MYCAPSSA in 2022 and (b) $110.0 million in annual net sales of MYCAPSSA in 2023 (which we refer to as the “Party C March 24 offer”). The Party C March 24 offer represented an implied value of approximately $3.50 per share of Chiasma common stock, excluding the potential milestones, which represented no premium to the closing price of Chiasma common stock on March 23, 2021. The proposal also noted that Party C had an interest in collaborating with Chiasma to approach HCR regarding transitioning all or a portion of its financing agreement with HCR after the closing of the proposed transaction. The proposal also included a request for support agreements to be entered into by Chiasma’s significant stockholders. Additionally, the proposal included a request for exclusivity through May 15, 2021 and noted that the offer expired on April 1, 2021.
On March 29, 2021, representatives of Torreya provided the Unadjusted Chiasma Projections to Party C.
Also on March 29, 2021, the Chiasma transaction committee held a meeting at which members of Chiasma senior management, representatives of Goodwin, and, for portions of the meeting, representatives of Torreya, were present to provide an update on the strategic process. Representatives of Torreya provided an update on the strategic process. The Chiasma transaction committee discussed Amryt’s February 10 offer and the Party C March 24 offer. Representatives of Torreya discussed with the Chiasma transaction committee certain financial aspects of both proposals, which included preliminary perspectives on the proposed all-stock combinations. The Chiasma transaction committee also considered the fact that Party C expressed an interest in keeping Chiasma’s financing agreement with HCR outstanding, which would require the consent of HCR potentially extend the transaction timeline. The Chiasma transaction committee also discussed Chiasma’s previous determination that there was substantial doubt about Chiasma’s ability to continue the U.S. commercial launch of MYCAPSSA without the ability to secure equity financing or additional debt financing, which was potentially limited by its financing agreement with HCR. After deliberation, the Chiasma transaction committee directed management and Torreya to engage with Amryt and Party C to encourage them to improve their proposals regarding value and timing, among other terms. In executive session, the Chiasma transaction committee also discussed the advisability of retaining an independent financial advisory firm having expertise in evaluating the consideration to be received by stockholders of an acquired company and opining on the fairness of that consideration from a financial point of view. The Chiasma transaction committee discussed the engagement of an independent financial advisory firm and directed management to engage Duff & Phelps to provide such services. The Chiasma transaction committee selected Duff & Phelps based on its strong reputation, global leadership in providing fairness opinions and depth of experience in the life sciences industry.
On March 30, 2021, a transaction committee of the Amryt Board met, which meeting was attended by representatives of Moelis, to discuss the status of the proposed transaction and the status of the due diligence process following the recent provision by Chiasma of information that had been requested by Amryt, including financial projections for Chiasma. Following discussion, the transaction committee concluded that Amryt would likely be required to offer that Chiasma stockholders prior to the merger would receive 40 percent of the equity of the combined company (excluding the impact of dilution from Amryt’s convertible debentures) for Chiasma to accept the proposal but concluded that the Amryt Board likely would not be interested in proceeding further to acquire Chiasma in a stock-for-stock transaction if the consideration were to exceed such amount.
On March 31, 2021, representatives of Chiasma (including Mr. Doyle and Mr. Giguere) and representatives of Amryt (including Rory Nealon, Amryt’s Chief Financial Officer, and John McEvoy, Amryt’s General Counsel), their respective financial advisors from Torreya and Moelis and their respective legal counsel from Goodwin and Gibson Dunn participated in a meeting to discuss various aspects regarding the proposed transaction between Chiasma and Amryt. During the meeting, Amryt provided a presentation covering the Chiasma opportunity, including the strategic rationale for a transaction, potential transaction structures and ongoing reviews of post-closing reporting and structure.
Later on March 31, 2021, Mr. Kannan and Dr. Wiley spoke via teleconference. Dr. Wiley indicated that Amryt’s board meeting to discuss approval of the transaction would be held on April 3, 2021 and that Dr. Wiley expected to revert with a revised proposal after that board meeting. Mr. Kannan indicated to Dr. Wiley that the possible transaction was a competitive process involving multiple bidders and that Amryt would need to put forward its best offer to be the winning bidder.
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On April 1, 2021, Party B reiterated to a representative of Torreya its interest in exploring a potential acquisition of Chiasma and conveyed that it formally engaged a financial advisor. Representatives of Torreya provided the Unadjusted Chiasma Projections to Party B on this date.
On April 3, 2021, the Amryt Board met, which meeting was attended by representatives of Moelis, to consider the results of detailed diligence conducted by Amryt and the benefits of a potential merger with Chiasma. Following discussion, the Amryt Board agreed to make an updated proposal to offer Chiasma stockholders shares of Amryt equal to 38.5 percent of the equity of the combined company (excluding the impact of dilution from Amryt’s convertible debentures) and provided authority to the transaction committee to increase this consideration to shares of Amryt equal to no more than 40 percent of the combined company (excluding the impact of dilution from Amryt’s convertible debentures) depending on the outcome of the due diligence process.
On April 6, 2021, the Chiasma transaction committee held a meeting at which representatives of Goodwin and, for portions of the meeting, members of Chiasma senior management and representatives of Torreya, were present. At this meeting, Chiasma management provided an update on the status of the discussions with Amryt and Party C, including each party’s due diligence efforts and stated level of interest in an acquisition of Chiasma. The Chiasma transaction committee considered the potential value that a combination with Amryt could offer to stockholders relative to the value of Chiasma remaining a standalone company. The Chiasma transaction committee also discussed how it could not provide valuation guidance to interested parties until Duff & Phelps provided a preliminary financial analysis of Chiasma as a standalone business. Following this discussion, the Chiasma transaction committee directed representatives of Torreya to encourage each of Party C and Amryt to increase the value of their respective offers, and to provide each of Party C and Amryt with access to additional diligence materials to facilitate each party’s submission of a final, binding bid. In addition, the Chiasma transaction committee also directed Torreya to encourage each of Party A and Party B to participate in the strategic process and, if they were interested in moving forward, to be in a position to make a proposal by April 21, 2021. The Chiasma transaction committee also encouraged Torreya to reach out to a publicly traded pharmaceutical company (which we refer to as “Party E”) to gauge whether there was any interest in participating in Chiasma’s strategic process. The transaction committee directed representatives of Torreya to request final proposals from all interested parties by April 21, 2021.
After the Chiasma board meeting on April 6, 2021, at the direction of the Chiasma transaction committee, representatives of Torreya reached out to Party A to encourage it to submit an offer for a potential acquisition of Chiasma if interested by April 21, 2021.
On April 7, 2021, representatives of Party C presented their business operations overview to Chiasma senior management.
On April 8, 2021, Chiasma senior management presented on certain commercial aspects of Chiasma’s business to Party B and their financial advisor. On this same date, Chiasma senior management also presented on their business to representatives of Party C.
On April 8, 2021 Amryt submitted a revised written non-binding proposal to acquire Chiasma in a stock-for-stock merger, whereby Chiasma stockholders would receive Amryt shares at a fixed exchange ratio of 1.850 Amryt shares for each share of Chiasma common stock (which is equal to 0.37 Amryt ADSs per share of Chiasma common stock), resulting in Chiasma stockholders owning 38.5 percent of the combined company on a fully diluted basis, calculated in accordance with the treasury stock method (excluding the impact of dilution from Amryt’s convertible debentures) (which we refer to as the “April 8 offer”). The proposal noted that the offer equated to an implied offer price of $5.22 per share of Chiasma common stock. The closing price for Chiasma’s common stock on April 9, 2021 was $3.01 per share. The proposal stated Amryt’s expectation that their largest stockholders would deliver voting commitments and their expectation that MPM Capital and the Chiasma Board would deliver voting commitments. The proposal also stated that Amryt was prepared to offer Chiasma two seats on the board of the combined company. The letter indicated that Amryt believed that the parties should sign definitive documentation providing for the transaction by the end of April. In connection with that, the letter also noted that Gibson Dunn would send a draft merger agreement for the transaction that would serve as a basis for permitting the parties to come to a final agreement rapidly. The proposal included a request for a 21-day exclusivity period and Amryt provided an exclusivity agreement with this proposal.
On this same day, representatives of Moelis contacted representatives of Torreya to discuss the terms of the April 8 offer. Among other items, they discussed the possible timing for the execution of a merger agreement for
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the transaction, including drafting and negotiation of the agreement and other workstreams. They also discussed Amryt’s expectation of an exclusivity period and Chiasma’s expectation that Chiasma stockholders prior to the merger would receive an ownership percentage of the combined company in the 40s (excluding the impact of dilution from Amryt’s convertible debentures). In particular, the representatives of Moelis stated that Amryt could soon withdraw its April 8 offer if Chiasma did not agree to grant its request for exclusivity shortly given the time and resources that Amryt had invested in exploring a potential transaction with Chiasma and its belief that the transaction should be finalized by working together on an exclusive basis.
Later on April 8, 2021, Gibson Dunn provided a draft merger agreement to Goodwin. Consistent with the guidance provided by Goodwin on its March 11, 2021 call with Gibson Dunn, the draft agreement contemplated mostly reciprocal representations, warranties, covenants, closing conditions, termination rights and rights of the parties to engage in discussions for alternative transactions. The draft further provided that each party would pay its own expenses for the transaction, but that if the merger agreement was terminated as a result of the failure of a party’s stockholders to approve the transaction, that party would be required to pay a fee to the other party, which was intended to cover its expenses. We refer to this provision in this proxy statement/prospectus as a “no-vote payment.”
On April 9, 2021, a representative of Torreya indicated to Party B that Chiasma had set a April 21, 2021 deadline to receive best and final proposals from interested parties, and invited Party B to submit a proposal by that time.
Also on April 9, 2021, representatives of Torreya requested from representatives of Party C, Party C’s long-range financial projections.
On April 12, 2021, the Chiasma transaction committee held a meeting at which members of Chiasma senior management and representatives of Torreya and Goodwin were present. The Chiasma transaction committee discussed the risk based on prior communications from Amryt that Amryt could withdraw its April 8 offer if Chiasma did not respond to Amryt’s request for exclusivity shortly given the time and resources that Amryt had invested thus far in exploring a potential transaction with Chiasma. Chiasma senior management reviewed with the Chiasma transaction committee revisions to the Unadjusted Chiasma Projections, which included revised projected revenue for US acromegaly for 2026-2029 and new revenue ranges for US acromegaly, US NET and EU acromegaly for 2030, which management generated in order to have a longer projection period for consideration in connection with Chiasma’s consideration of a potential transaction. Following discussion, the Chiasma transaction committee confirmed their agreement with adjusting the projections. Members of Chiasma’s senior management also updated the Chiasma transaction committee on the status of the discussions with Amryt, Party A, Party B and Party C and informed the Chiasma Board that Party D and Party E had both terminated their interest in a potential transaction with Chiasma. Representatives of Torreya discussed with the Chiasma transaction committee certain financial aspects of the Amryt and Party C proposals, which included preliminary perspectives on the proposed all stock combination of Chiasma and Amryt compared with Chiasma and Party C. The Chiasma transaction committee considered the potential value of Chiasma on a standalone basis relative to the potential value that could be achieved for Chiasma stockholders from a combination with Amryt based on a pro forma ownership of 38.5 percent of the combined company for Chiasma stockholders (excluding the impact of dilution from Amryt’s convertible debentures) stated in Amryt’s April 8 offer versus the potential value that could be achieved from a combination with Party C based on the Party C March 24 offer, which Torreya subsequently calculated as representing an ownership of 38.1 percent of the combined company in the proposed combination with Amryt for Chiasma stockholders. The Chiasma transaction committee also considered a number of additional considerations, including the strategic rationale for a combination, certain operational and integration risks, synergies that might be achieved by a combination, the risks of seeking to roll over a substantial portion of Chiasma’s existing financing agreement with HCR into an obligation of the combined company and cash needs of the combined company. Following review and deliberation, the Chiasma transaction committee instructed members of Chiasma senior management and representatives of Torreya to encourage both Amryt and Party C to submit improved offers by April 21, 2021 and also to encourage Party A and Party B to submit a proposal by April 21, 2021.
Later on April 12, 2021, Party C submitted a revised written non-binding proposal to acquire Chiasma in a stock-for-stock merger, whereby stockholders of Chiasma would receive newly issued shares of Party C at a fixed exchange ratio of 0.900 shares of Party C per share of Chiasma common stock, plus a $0.50 per share contingent value right payable upon the achievement of $170.0 million in annual net sales of MYCAPSSA in
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2023 to be paid in cash or stock at Party C’s option (which we refer to as the “Party C April 12 offer”). This proposal represented an implied value of approximately $3.54 per share of Chiasma common stock, excluding the potential milestones, which represented a 25 percent premium to the closing price of Chiasma’s common stock on April 11, 2021. This proposal also included a preference to collaborate with Chiasma to approach HCR and seek to roll over a substantial portion of Chiasma’s existing financing agreement with HCR into an obligation of the combined company. The proposal also included a request for a 29-day exclusivity period and stated that it would remain in effect through April 16, 2021, unless Chiasma’s response was received prior to that time.
On April 13, 2021, representatives of Amryt, with representatives of Moelis in attendance, presented Amryt’s view on potential synergies to representatives of Chiasma. On this same day, representatives of Party A asked additional questions about Chiasma’s MYCAPSSA launch.
On April 14, 2021, the Chiasma Board held a meeting at which members of Chiasma senior management and representatives of Torreya and Goodwin were present. At this meeting, Torreya and management reported on their recent conversations and the meeting participants discussed potential negotiating strategies and next steps. Chiasma management updated the Chiasma Board on the status of the discussions with Amryt and Party C and representatives of Goodwin discussed the Chiasma Board’s fiduciary duties. Representatives of Torreya discussed with the Chiasma Board certain financial aspects of the revised proposals. The Chiasma Board discussed that Amryt had improved the proposed value for Chiasma stockholders to approximately 38.5 percent of the combined company from approximately 37.4 percent represented by Amryt’s February 10 offer (in each case, excluding the impact of dilution from Amryt’s convertible debentures). Following discussion and deliberation, the Chiasma Board concluded that Amryt’s revised April 8 offer had the potential to provide substantially greater value to Chiasma stockholders than the Party C April 12 offer. The Chiasma Board also discussed the increased execution risk under the Party C April 12 offer in seeking to have HCR agree to keep Chiasma’s debt outstanding following the closing as compared to Amryt’s April 8 offer, which proposed to provide a complete payoff of Chiasma’s debt at closing. The Chiasma Board determined that in addition to Amryt’s April 8 offer providing greater value to Chiasma stockholders, it also provided more deal certainty and less execution risk for the Chiasma stockholders than the Party C April 12 offer. Following discussion, the Chiasma transaction committee concluded that it would be in the best interests of the Chiasma stockholders to seek improved proposals from both Amryt and Party C and to continue to encourage Party A and Party B to submit proposals. The Chiasma Board directed Torreya to reiterate to all interested parties that they should submit their best and final proposals by April 21, 2021. The Chiasma Board also approved revisions to the Unadjusted Chiasma Projections, which included revised projected revenue ranges for US acromegaly for 2026-2029 and new revenue ranges for US acromegaly, US NET and EU acromegaly for 2030, which comprise the Revised Unadjusted Chiasma Projections (see “—Certain Prospective Financial Information Reviewed by the Chiasma Board and Its Financial Advisor”). In executive session, the Chiasma Board also discussed the fact that Chiasma’s management should be restricted from having discussions with any bidders regarding their roles, compensation, retention or investment arrangements in connection with a proposed transaction until after Chiasma had completed valuation discussions with a winning bidder, and they were subsequently directed as such.
Later on April 14, 2021, at the direction of the Chiasma Board, Torreya informed Party B that it would need to present its best and final offer by April 21, 2021. In response, Party B indicated to Torreya that it was declining interest in pursuing discussions with Chiasma at this time, including because it could not move quickly enough to submit a proposal. Party B did not make any proposals or otherwise discuss the specific terms of a potential transaction.
On April 16, 2021, Chiasma renewed data room access for Party A per their request. Representatives of Torreya encouraged Party A to submit an offer in advance of April 21, 2021, but Party A did not respond. There were no further discussions between Chiasma and Party A after this date.
Also on April 16, 2021, at the direction of the Chiasma Board, representatives of Torreya encouraged Party C to submit an improved and best and final offer by April 21, 2021.
Also on April 16, 2021, representatives of Torreya had a discussion with representatives of Moelis and informed them of the Chiasma Board’s feedback on Amryt’s revised proposal and that Amryt should submit its best and final proposal by April 21, 2021.
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On April 18, 2021, the Chiasma Board held a meeting at which members of Chiasma senior management and representatives of Goodwin and Torreya were present. Members of Chiasma senior management reviewed with the Chiasma Board management’s adjusted projections for Chiasma. The Chiasma Board discussed the Unadjusted Chiasma Projections, the expanded revenue projections discussed at the April 14th board meeting, probability of success estimates for EU acromegaly and NET and revised market share assumptions for NET based on a recently completed healthcare professional quantitative survey, among other adjustments. Following discussion, the Chiasma Board approved Chiasma management’s adjusted projections, which comprise the Chiasma Management Adjusted Chiasma Projections (see “—Certain Prospective Financial Information Reviewed by the Chiasma Board and Its Financial Advisor”). The Chiasma Board authorized Chiasma senior management and representatives of Torreya to share the Adjusted Chiasma Projections with Amryt and other interested parties in the process and authorized Duff & Phelps to use the Adjusted Chiasma Projections in preparing its financial analysis.
Also on April 18, 2021, at the Chiasma Board’s direction, Torreya provided the Adjusted Chiasma Projections to Amryt. Amryt also provided its long-range financial forecasts to a representative of Chiasma.
On April 19, 2021, the chief executive officer of Party C emailed the Chair of the Chiasma Board to reiterate that its April 12 offer had expired on April 16, 2021 and also requested a meeting to further articulate Party C’s vision for a combined company.
On April 20, 2021, Amryt submitted a written non-binding proposal to acquire Chiasma in a stock-for-stock merger whereby Chiasma stockholders would receive Amryt shares at a fixed exchange ratio of 1.937 Amryt shares (which equates to 0.387 Amryt ADSs) for each share of Chiasma common stock resulting in Chiasma stockholders owning 39.5 percent of the combined company on a fully diluted basis, calculated in accordance with the treasury stock method (excluding the impact of dilution from Amryt’s convertible debentures) (which we refer to as the “April 20 offer”). The proposal noted that the offer equated to an implied offer price of $5.50 per share of Chiasma common stock. Amryt stated in the letter that its proposal was its best and final offer. The proposal reiterated Amryt’s expectation that its largest stockholders would deliver voting commitments and its expectation that MPM Capital and the Chiasma Board would deliver voting commitments. The proposal also stated that Amryt was prepared to offer Chiasma two seats on the board of the combined company. Amryt also submitted with this proposal an exclusivity agreement providing for a 21-day exclusive negotiating period. The proposal stated that it was conditioned on entering into a mutual exclusivity agreement by April 22, 2021 and reiterated Amryt’s desire to enter into a definitive agreement with Chiasma by early May 2021.
Also on April 20, 2021, Mr. Kannan spoke with Dr. Wiley via teleconference to discuss the final terms and the valuation included in Amryt’s April 20 offer and the competitive dynamic of alternative proposals available to Chiasma, during which teleconference Dr. Wiley agreed that if the Chiasma Board agreed to grant exclusivity to Amryt, Dr. Wiley would seek to increase Amryt’s April 20 offer to reflect a 40 percent ownership of the combined company for Chiasma stockholders (excluding the impact of dilution from Amryt’s convertible debentures).
Also on April 20, 2021, the Chiasma transaction committee held a meeting at which members of Chiasma senior management and representatives of Torreya, Duff & Phelps and Goodwin were also present. At this meeting, Chiasma senior management and representatives of Torreya reviewed the April 20 offer and provided an update on the status of the discussions with Amryt, Party A, Party B and Party C and their stated level of interest in an acquisition of Chiasma. Duff & Phelps reviewed with the Chiasma Board Amryt’s long-range financial forecast materials as adjusted by Chiasma management, which comprise the Amryt Projections (see “—Certain Prospective Financial Information Reviewed by the Chiasma Board and Its Financial Advisor”). Representatives of Goodwin also provided an overview of the material terms of the draft merger agreement provided by Amryt.
On April 21, 2021, the Chiasma Board held a meeting at which members of Chiasma senior management and representatives of Torreya, Duff & Phelps and Goodwin were present. At this meeting, representatives of Torreya provided an update on the discussions with Amryt and Party C since the last board meeting and reviewed certain financial aspects of Amryt’s April 20 offer. Representatives of Duff & Phelps reviewed with the Chiasma Board preliminary estimated relative stand-alone valuations of Chiasma and Amryt and a preliminary pro forma combination analysis of Chiasma and Amryt (see the section entitled “The Merger – Certain Prospective Financial Information Reviewed by the Chiasma Board and Its Financial Advisor”). During this meeting, representatives of Goodwin also provided an overview of the material terms of the draft merger agreement
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provided by Amryt. The Chiasma Board discussed the terms and conditions of the Amryt and Party C proposals, whether to grant exclusivity to Amryt and potential transaction timing. Representatives of Torreya also discussed that the Party C April 12 offer expired by its terms on April 16, 2021. Representatives of Torreya informed the Chiasma Board that Party A had terminated discussions and representatives of Party B had indicated that they would not be able to submit an offer in accordance with Chiasma’s proposed timeline. The Chiasma Board discussed that Amryt had improved its offer price and that, given the time and resources that Amryt had invested in exploring a potential transaction with Chiasma since August 2020, the Chiasma Board believed that Amryt would withdraw its April 20 offer if Chiasma did not enter into exclusivity with Amryt immediately. The Chiasma Board also discussed the fact that it had previously determined that Amryt’s proposal (including the April 8 offer, prior to the most recent increase in the written proposal, and proposed further increases discussed orally) offered greater value to Chiasma stockholders and more deal certainty and less execution risk for the Chiasma stockholders than the expired Party C April 12 offer. Mr. Kannan also updated the Chiasma Board as to his telephone call with Dr. Wiley during which Dr. Wiley agreed that if the Chiasma Board was willing to grant exclusivity to Amryt, Dr. Wiley would seek to increase Amryt’s proposal to represent 40 percent ownership of the combined company for Chiasma stockholders (excluding the impact of dilution from Amryt’s convertible debentures). The Chiasma Board considered whether to provide Party B an opportunity to submit a revised proposal at this time by delaying entry into exclusivity with Amryt. The Chiasma Board also considered that following execution of a definitive merger agreement between Chiasma and Amryt, Party B would have an opportunity to submit a superior proposal under the terms and conditions of the proposed merger agreement. Following discussion, the Chiasma Board concluded that, based on the criteria and the discussions at the prior board of directors meetings and, in particular, the risk that Amryt would withdraw its April 20 offer and terminate discussions if it was not granted exclusivity, it would be in the best interest of Chiasma stockholders to seek to move forward exclusively and expeditiously with Amryt. However, the Chiasma Board also determined that prior to entering into exclusivity with Amryt, it would be prudent for Chiasma to try to confirm whether Amryt was willing to increase its offer to a 40 percent / 60 percent ownership split (excluding the impact of dilution from Amryt’s convertible debentures) as Dr. Wiley had previously indicated to Mr. Kannan, but if not, it would be prepared to enter into the exclusivity agreement in any case.
Later on April 21, 2021, Mr. Kannan communicated with Dr. Wiley in accordance with the Chiasma Board’s direction from the board meeting earlier that day. As authorized by the Chiasma Board, Mr. Kannan encouraged Dr. Wiley to further increase the April 20 offer by 0.5 percent of the equity of the combined company to provide for an all-stock transaction that could provide a more attractive ownership percentage in the post-closing company for Chiasma stockholders. Following this discussion, Dr. Wiley verbally agreed to discuss with the Amryt Board the possibility of increasing the proposed ownership of 40 percent of the combined company for Chiasma stockholders (excluding the impact of dilution from Amryt’s convertible debentures). Dr. Wiley informed the transaction committee of the Amryt Board of this request from Chiasma, which the transaction committee approved. Shortly following this discussion, Dr. Wiley informed Mr. Kannan that Amryt was committed to proceeding with an acquisition of Chiasma based on this implied ownership split of 40 percent / 60 percent (excluding the impact of dilution from Amryt’s convertible debentures) if Chiasma were to enter into exclusivity immediately with Amryt, and representatives of Moelis confirmed this proposed change by email to representatives of Torreya later that evening.
Also after the Chiasma board meeting on April 21, 2021, the chief executive officer of Party C reached out to Mr. Kannan expressing a desire to revive the Party C April 12 offer, which had expired on April 16 pursuant to its terms.
During the evening of April 21, 2021, the chief executive officer of Party C sent an email to Mr. Kannan to expressly amend the expiration date of the Party C April 12 offer, as submitted, to remain in effect through the end of business on April 23, 2021. The email also indicated that Party C had prioritized its analysis of Chiasma above other projects and expected to sign a definitive agreement with Chiasma by May 15, 2021. All terms of the Party C April 12 offer otherwise remained the same except for the expiration date.
Between April 21 and April 22, 2021, following the discussions between Mr. Kannan and Dr. Wiley on the terms of Amryt’s April 20 offer, each member of the Chiasma Board reaffirmed its determination that it was advisable to move forward with granting Amryt exclusivity on the terms discussed at its meeting on April 21 and that the
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Party C April 12 offer did not change his or her decision to grant Amryt exclusivity. The Chiasma Board determined that Amryt’s proposal offered greater value to Chiasma stockholders and more deal certainty and less execution risk for the Chiasma stockholders than Party C’s proposal.
Amryt submitted its updated best and final proposal to Chiasma, dated April 21, 2021, reflecting the terms previously discussed earlier that day between Mr. Kannan, Dr. Wiley and representatives of Torreya and Moelis (which we refer to as the “final Amryt offer”). The final Amryt offer contemplated an acquisition of Chiasma via a stock-for-stock merger, whereby Chiasma stockholders would receive shares of the combined company at a fixed exchange ratio reflecting a 40 percent / 60 percent split for the Chiasma stockholders and Amryt stockholders, respectively (excluding the impact of dilution from Amryt’s convertible debentures), as of signing a definitive merger agreement. The final Amryt offer reflected an implied offer price of $5.13 per share of Chiasma common stock based on the reference price of Amryt ADSs as of such date. The final Amryt offer reiterated Amryt’s request that Amryt’s largest shareholders would deliver voting commitments to Chiasma and Amryt would receive voting commitments from MPM Capital and the Chiasma Board. The final Amryt offer also indicated that Amryt was prepared to offer Chiasma two seats on the board of the post-closing company. The final Amryt offer was conditioned on mutual exclusivity. The closing price of Chiasma common stock on April 20, 2021 was $2.864 per share.
Throughout April 22, 2021, Goodwin and Gibson Dunn negotiated the terms of an exclusivity agreement.
On April 22, 2021, as authorized by each of the Chiasma Board and the Amryt Board, Chiasma and Amryt executed an exclusivity agreement, pursuant to which the parties agreed to negotiate exclusively with the other party until May 13, 2021. The exclusivity agreement provided that Chiasma could terminate exclusivity if Amryt unilaterally changed the terms or conditions of the final Amryt offer in any material respect in a manner adverse to Chiasma if such revision was not retracted within three business days of providing notice.
Later that day, Goodwin sent a revised draft of the merger agreement to Gibson Dunn. The revised draft agreement deleted the no-vote payments, such that neither party would be required to pay a fee to the other party if its shareholders or stockholders, as applicable, did not approve the proposed transaction. The draft agreement contemplated that the termination fees payable in certain circumstances would be equal to 1 percent of aggregate equity value of Chiasma implied by the transaction, which would be reciprocal. The draft agreement also added a closing condition that provided that Chiasma would not be required to close the transaction if it did not receive an opinion of its legal counsel as to certain tax consequences of the proposed transaction.
From April 22 through May 4, 2021, representatives of Chiasma, Torreya, Goodwin, Amryt and its advisors, had various telephonic and virtual meetings to facilitate Amryt’s confirmatory due diligence.
On April 27, 2021, representatives of Amryt, including Mr. Nealon and Mr. McEvoy, and representatives of Chiasma, including Mr. Doyle and Mr. Giguere, and their respective legal counsel from Gibson Dunn and Goodwin, respectively, had a meeting to discuss business issues related to the draft merger agreement. In particular, Amryt requested that the termination fee payable by Chiasma in certain circumstances would be equal to 4 percent of aggregate equity value of Chiasma implied by the transaction, the parties agree to the no-vote payment and Chiasma not be entitled to a closing condition related to receipt of an opinion of its legal counsel as to certain tax consequences of the proposed transaction.
Following this meeting on April 27 and continuing until the signing of the merger agreement, representatives of Goodwin, at the direction of the Chiasma transaction committee and with input from Chiasma’s management and with the benefit of the views of the directors provided at the transaction committee meetings, and Amryt’s representatives and Gibson Dunn exchanged drafts and participated in discussions regarding the terms of the proposed merger agreement. Issues discussed between the parties included the items identified above and the scope of and qualifications to Chiasma’s representations and warranties and operating covenants between signing and closing, exceptions to the definition of “material adverse effect” (which generally defines the standard for closing risk), Chiasma’s ability to respond to unsolicited inquiries following the announcement of a transaction, Chiasma’s right to terminate the proposed merger agreement to accept a superior proposal and whether Amryt should have closing conditions or termination rights related to changes in certain tax laws prior to the closing of the merger.
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On April 28, 2021, the Chiasma transaction committee held a meeting at which members of Chiasma senior management, representatives of Torreya and Goodwin were present. Representatives of Goodwin then summarized for the Chiasma transaction committee the terms of the proposed merger agreement and voting agreements.
On May 2, 2021, the Chiasma transaction committee held a meeting at which representatives of Goodwin, and for a portion of the meeting, members of Chiasma senior management, were present. Representatives of Goodwin provided an update on status of negotiations with Amryt to date and discussed the open points in the merger agreement and sought guidance from the Chiasma transaction committee on these items. Members of Chiasma senior management informed the Chiasma transaction committee of Amryt’s request that only majority shareholders of both parties should be asked to sign voting agreements instead of also requiring directors and officers of both parties to enter into voting agreements. The Chiasma transaction committee authorized Chiasma senior management to accept this proposal.
Later on May 2, 2021, Mr. Kannan had a telephone call with Dr. Wiley to convey the Chiasma transaction committee’s preference to agree to cooperate in the event certain tax laws changed prior to the closing of the merger and in return, Chiasma would expect to receive a tax opinion closing condition for the benefit of Chiasma stockholders. Dr. Wiley stated that Amryt would not agree to proceed without a no-vote payment. Mr. Kannan and Dr. Wiley each agreed to discuss this approach with their boards of directors or transaction committees of each of their respective companies.
On May 3, 2021, Mr. Kannan had a further discussion with Dr. Wiley, during which they discussed certain terms of the merger agreement, including closing conditions and termination fees.
Later on May 3, 2021, the Chiasma transaction committee conferred and unanimously approved agreeing to the proposed changes that Mr. Kannan had discussed with Dr. Wiley.
By the afternoon of May 4, 2021, the parties had completed negotiations of all of the material terms of the transaction, other than the final calculation of the exchange ratio, which the financial advisors to both parties agreed would be adjusted after the closing of the European markets on May 4, 2012 to accurately reflect the previously discussed 40 percent / 60 percent ownership split (excluding the impact of dilution from Amryt’s convertible debentures).
On May 4, 2021, the Amryt Board held a meeting to discuss the final terms of the proposed transaction with Chiasma. Members of management and representatives of Moelis and Gibson Dunn were present. Representatives of Gibson Dunn provided a detailed summary of the terms of the draft merger agreement and identified the issues that had been most recently resolved, including the issues discussed between Mr. Kannan and Dr. Wiley on May 3, 2021. Representatives of Moelis reviewed with the Amryt Board financial information regarding the proposed transaction. The Amryt Board also discussed the outcome of several due diligence reviews of Chiasma, the risks and uncertainties related to the proposed transaction, the impacts of the proposed transaction on Amryt, proposed alternative transactions and the proposed timeline for completion of the transaction. After discussion, the Amryt Board adopted resolution which, among other things, approved the merger agreement, the voting agreements, the merger, the issuance of securities in the merger and the other transactions contemplated by the merger agreement and recommended that the Amryt stockholders vote to approve the matters related to the merger agreement.
Also on May 4, 2021, the Chiasma Board held a meeting to discuss the final terms of the proposed transaction with Amryt. Members of management and representatives of Duff & Phelps, Torreya and Goodwin were present. Representatives of Goodwin provided a detailed summary of the terms of the draft merger agreement and summarized resolution of open issues that had been unresolved at the time of the Chiasma Board's previous meeting, including the issues discussed between Mr. Kannan and Dr. Wiley on May 3, 2021. Representatives of Duff & Phelps presented to the Chiasma Board a presentation of financial analyses of the proposed transaction on the basis of the financial terms of the transaction, with the final exchange ratio to be updated and set on the basis of the close of trading at the end of the day. In connection with this presentation, Duff & Phelps presented its oral opinion (which opinion was subsequently updated in writing, by delivery of a written opinion) to the Chiasma Board that, as of that date, the exchange ratio provided for in the proposed transaction was fair, from a financial point of view, to the holders of shares of Chiasma common stock (without giving effect to any impact of the proposed transaction on any particular stockholder other than in its capacity as a stockholder), as more fully described in the section entitled “The Merger—Opinion of the Chiasma Board's Financial Advisor.”
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After discussion, the Chiasma transaction committee recommended that the Chiasma Board approve Chiasma’s entry into the merger agreement for the transaction with Amryt on the terms presented at this meeting. After further discussions, and taking into account the factors described below in greater detail under the heading “—Recommendation of the Chiasma Board; Chiasma’s Reasons for the Merger,” including the Chiasma Board’s belief that the merger is more favorable to the Chiasma stockholders than other strategic alternatives available to Chiasma, including remaining as an independent public company, and based on the discussions and deliberations at the Chiasma board and Chiasma transaction committee meetings and considering the Chiasma transaction committee’s favorable recommendation of the merger, the Chiasma Board unanimously, among those directors who were present at the meeting and able to vote at the meeting, adopted resolutions which, among other things, approved the merger agreement, the voting agreements, the merger and the other transactions contemplated by the merger agreement and recommended that the Chiasma stockholders adopt the merger agreement, the merger and the other transactions contemplated by the merger agreement.
Later that day, upon the Chiasma Board’s authorization, Mr. Kannan and Dr. Wiley reached agreement to fix the exchange ratio at 0.396 Amryt ADSs per share of Chiasma common stock based on the methodology and updated numbers agreed to by both parties.
During the evening of May 4, 2021, Chiasma, Amryt and Merger Sub executed the merger agreement, and the parties thereto executed the voting agreements.
On the morning of May 5, 2021, prior to the opening of trading on the Nasdaq market, Chiasma and Amryt issued a joint press release announcing their entry into the merger agreement and held an investor call regarding the proposed transaction.
Amryt’s Reasons for the Merger
In evaluating the merger agreement and the transactions contemplated thereby, including the merger, the Amryt Board consulted with Amryt’s management and legal and financial advisors. In the course of reaching its determination that the terms of the merger agreement would most likely promote the success of Amryt for the benefit of its shareholders as a whole and resolving to recommend the approval of the transactions contemplated by the merger agreement by Amryt shareholders, the Amryt Board reviewed, evaluated and considered a significant amount of information and numerous factors and benefits of the merger. The Amryt Board believed that, taken as a whole, the following factors supported its determination and recommendation (which are not listed in any relative order of importance):
Strategic Factors Considered by the Amryt Board:
Synergies. The merger is expected to accelerate and diversify Amryt’s growing revenues and deliver cost synergies. Both Amryt and Chiasma currently enjoy a significant degree of customer call-point overlap and combining operations would provide significant salesforce scale opportunities. The merger is also expected to result in a diversified and broad shareholder base with leading biotech investors supportive of the company’s long-term growth plans.
Diversified Portfolio of Established and Growing Products and Financial Strength. Consistent with Amryt’s shareholder-endorsed strategy to acquire, develop and commercialize novel treatments for rare diseases, the portfolio of products of the combined company would offer a pathway to a potential $1.0 billion of peak revenues. The merger would solidify Amryt’s position as a global leader in treating rare and orphan conditions and the combined company would have three approved commercial products as well as a robust clinical pipeline of development assets. The addition of MYCAPSSA, which was recently launched in the U.S., to Amryt’s commercial product portfolio would represent a strong strategic, operational and commercial fit given the overlap existing across Chiasma’s and Amryt’s portfolios.
Improved Competitive Positioning. The merger would deliver improved competitive positioning with increased scale for the combined company in the U.S., the EU and beyond. The merger is expected to enhance the combined company’s commercial and medical infrastructure globally, which would enable Amryt’s future growth plans in highly attractive markets and help Amryt continue to execute its future growth plans.
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Increased Share Liquidity. The merger is expected to result in increased share liquidity for holders of the combined company following the completion of the merger due to the benefits associated with a larger market capitalization and more diverse shareholder base.
Other Factors Considered by the Amryt Board:
Business Climate. The current and prospective business climate in the biopharmaceutical industry, including the regulatory and litigation environment, and the position of current and likely competitors, including as a result of other business combinations.
Due Diligence. The results of the due diligence review of Chiasma conducted by Amryt and its financial advisor.
Merger Agreement. The view that the terms and conditions of the merger agreement and the merger, including the covenants, closing conditions and terminations, are favorable to completing the merger.
Alternatives Available. Potential strategic alternatives that might be available to Amryt relative to the merger, including remaining a standalone entity or other acquisition opportunities and the belief of the Amryt Board that the merger is in the best interests of Amryt, its stakeholders and its shareholders as a whole given the potential risks, rewards and uncertainties associated with each alternative, including execution and regulatory risks and achievement of anticipated synergies.
The foregoing discussion of the information and factors considered by the Amryt Board is not, and is not intended to be, exhaustive. In view of the wide variety of reasons and factors considered, the Amryt Board did not find it practicable to, and did not, quantify or otherwise attempt to rank or assign relative or specific weights to the various factors considered in reaching its determination and making its recommendation. In addition, the Amryt Board did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Amryt Board. Instead, the Amryt Board conducted an overall review of the factors and reasons described above, including discussions with and questioning of Amryt’s senior management, legal counsel and financial advisors, and determined that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of the merger.
The foregoing discussions of the reasoning of the Amryt Board and certain information presented in this section is forward-looking in nature and, therefore, the information should be read in light of the factors discussed in “Cautionary Statement Regarding Forward-Looking Statements.”
Recommendation of the Chiasma Board; Chiasma’s Reasons for the Merger
In evaluating the merger agreement and the transactions contemplated thereby, including the merger, the Chiasma Board consulted with Chiasma’s management and legal and financial advisors. In the course of reaching its determination that the terms of the merger are advisable and in the best interests of Chiasma and its stockholders and to recommend that Chiasma stockholders approve and adopt the merger agreement at the Chiasma special meeting, the Chiasma Board reviewed, evaluated and considered a significant amount of information and numerous factors and benefits of the merger, which the Chiasma Board believed supported its determination and recommendation. As a result, for the reasons set forth below (which are not listed in any relative order of importance), the Chiasma Board recommends that Chiasma stockholders approve and adopt the merger agreement at the Chiasma special meeting:
Exchange Ratio and Implied Premium. The Chiasma Board considered:
the fact that the exchange ratio is fixed and will not fluctuate based upon changes in the stock price of Chiasma or Amryt prior to completion of the merger; and
that the merger consideration had an implied value per share of Chiasma common stock of $5.52, based on the closing price of Amryt ordinary shares and Chiasma common stock as of April 30, 2021, and the implied offer price based on the preliminary exchange ratio of 1.975 Amryt ordinary shares for each share of Chiasma common stock, or 0.395 Amryt ADSs (each Amryt ADS representing the right to receive five Amryt ordinary shares), which represented a premium of approximately 85.2 percent to Chiasma stockholders.
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Chiasma’s Operating and Financial Condition and Prospects. The Chiasma Board considered Chiasma’s operating and financial performance and its prospects, including certain prospective forecasts for Chiasma prepared by Chiasma’s senior management, which reflect an application of various assumptions of senior management. The Chiasma Board also considered the substantial capital needs required to launch MYCAPSSA in ex-US markets and also fund a potential indication expansion of MYCAPSSA for carcinoid symptoms stemming from neuroendocrine tumors (NET). The Chiasma Board considered the inherent uncertainty of achieving management’s prospective forecasts, as set forth under “—Certain Prospective Financial Information Reviewed by the Chiasma Board and Its Financial Advisor,” and that as a result, Chiasma’s actual financial results in future periods could differ materially from senior management’s prospective forecasts.
Participation in Potential Upside. The consideration in the merger will consist entirely of Amryt ADSs. Chiasma stockholders are expected to own approximately 40 percent of the outstanding Amryt ordinary shares calculated on a fully-diluted basis (excluding the impact of dilution from Amryt’s convertible debentures) following the completion of the merger and will have an opportunity to participate in any future earnings and the growth of the combined company, including potential synergies, and any future appreciation in the value of Amryt shares following the merger.
Strategic Alternatives. The Chiasma Board considered, after a thorough review of Chiasma’s long-term strategic goals and opportunities and discussions with Chiasma’s senior management and outside legal and financial advisors, the challenges and risks of continuing as a stand-alone public company in an uncertain environment impacted by the pandemic, including the difficulties in capitalizing Chiasma to pursue further operations and the potential strategic alternatives available to Chiasma. Following such review, the Chiasma Board determined that the value offered to Chiasma stockholders pursuant to the merger agreement is more favorable to Chiasma stockholders than the alternative of remaining a stand-alone public company.
Negotiation Process. The Chiasma Board actively sought proposals from other parties it believed were logical potential buyers (as more fully described above under “—Background of the Merger”). The Chiasma Board believed that there was no assurance that a more favorable strategic opportunity would arise later or through any alternative transaction, and the terms and consideration reflected in the merger agreement was the best transaction that could be obtained by Chiasma stockholders from Amryt at the time.
Termination Fee Payable by Chiasma. The Chiasma Board considered that, in its view, the $8.0 million termination fee that could become payable by Chiasma pursuant to the merger agreement was reasonable, would likely not deter alternative acquisition proposals and would likely not be required to be paid unless the Chiasma Board entered into an agreement providing for a transaction that would be more favorable to the Chiasma stockholders than the transactions contemplated by the merger agreement.
Ability to Change Recommendation to Chiasma Stockholders. The Chiasma Board considered the provisions in the merger agreement that provide for the ability of the Chiasma Board to withdraw or modify its recommendation that holders of Chiasma common stock adopt the merger agreement:
following the receipt of an alternative acquisition proposal that the Chiasma Board determines in good faith (after consultation with its outside counsel and its financial advisor) is or is reasonably likely to lead to a superior proposal (as defined in the section entitled “The Merger Agreement —No Solicitation”), subject to certain restrictions imposed by the merger agreement, including that the Chiasma Board shall have determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties under applicable law and that Amryt shall have been given an opportunity to match the superior proposal; or
in response to an intervening event (as defined in the section entitled “The Merger Agreement—No Solicitation”), subject to certain restrictions imposed by the merger agreement, including that the Chiasma Board shall have determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties under applicable law and provided Amryt with prior notice of its intention to take such action.
The Duff & Phelps Opinion. The Chiasma Board considered the oral opinion of Duff & Phelps rendered to the Chiasma Board on May 4, 2021, which was subsequently confirmed by delivery of a written opinion dated May 4, 2021 to the effect that, as of the date of such opinion and based on and subject to the various
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assumptions, limitations, qualifications and other matters set forth therein, the exchange ratio provided for in the merger was fair, from a financial point of view, to the holders of Chiasma common stock as more fully described in “The Merger—Opinion of the Chiasma Board’s Financial Advisor.
Likelihood of Completion. The Chiasma Board considered the likelihood that the proposed transaction would be consummated in light of the conditions to the closing set forth in the merger agreement.
Anticipated Tax Treatment. For U.S. federal income tax purposes, it is intended that the merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, which would mean that Chiasma stockholders would generally not recognize gain or loss in connection with the merger.
Registered Shares. The Amryt ADSs to be issued to Chiasma stockholders will be registered on a Form F-4 registration statement and will become freely tradeable.
Business Reputation of Amryt. The Chiasma Board considered the business reputation and capabilities of Amryt and its management and the substantial financial resources of Amryt and, by extension, Merger Sub, which the Chiasma Board believed supported the conclusion that a transaction with Amryt and Merger Sub could be completed relatively quickly and in an orderly manner.
In the course of its deliberations, the Chiasma Board also considered a variety of material risks and other countervailing factors related to entering into the merger agreement, including, but not limited to, the following:
the fact that Chiasma stockholders will be sharing participation of Chiasma’s upside with Amryt shareholders as part of the combined company;
the fact that forecasts of future results of operations and synergies are estimates based on assumptions that may not be realized within the expected time frame or at all;
the effect of the public announcement of the merger agreement, including effects on Chiasma’s relationship with its partners and other business relationships and Chiasma’s ability to attract and retain key management and personnel;
the risk of the coronavirus pandemic making it more difficult for Amryt and Chiasma to consummate the merger, including increased difficulty in obtaining sufficient votes for the recommended proposals and other logistical challenges;
the fact that the merger agreement precludes Chiasma from actively soliciting alternative transaction proposals and requires payment by Chiasma of a $8.0 million termination fee under certain circumstances;
the fact that Chiasma will be required to pay a $3.5 million termination fee to Amryt if the merger agreement is terminated because Chiasma’s stockholders fail to adopt the merger agreement;
the fact that, because the exchange ratio is fixed, if the price of the Amryt ADSs declines and does not recover prior to the effective time of the merger, the value of consideration received by Chiasma stockholders in connection with the merger would also decline;
the risks associated with integrating businesses upon completion of the merger, including risks of employee disruption, risks relating to melding of company cultures and retention risks relating to key management and employees;
the possibility that the merger will not be consummated and the potential negative effects on Chiasma’s business, operations, financial results and stock price;
the restrictions imposed by the merger agreement on the conduct of Chiasma’s business prior to completion of the merger, which could delay or prevent Chiasma from undertaking some business opportunities that may arise during that time, including Chiasma’s ability to capitalize the company to continue operations;
the potential for litigation relating to the proposed merger and the associated costs, burden and inconvenience involved in defending those proceedings;
the fact that the strategic direction of the continuing company following the completion of the merger will be determined by a board of directors initially comprised of a majority of designees of Amryt;
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the fact that, under Delaware law, Chiasma stockholders are not entitled to appraisal rights, dissenters’ rights or similar rights of an objecting shareholder in connection with the merger;
the interests that certain directors and executive officers of Chiasma may have with respect to the merger that may be different from, or in addition to, their interests as stockholders of Chiasma or the interests of Chiasma’s other stockholders generally, as described under “—Interests of Chiasma’s Directors and Executive Officers in the Merger”; and
the various other applicable risks associated with Chiasma, Amryt and the merger, including the risks described in “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.
The foregoing discussion of the information and factors considered by the Chiasma Board in reaching its conclusions and recommendations is not, and is not intended to be, exhaustive. In view of the wide variety of reasons and factors considered, the Chiasma Board did not find it practicable to, and did not, quantify or otherwise attempt to rank or assign relative or specific weights to the various factors considered in reaching its determination and making its recommendation. In addition, the Chiasma Board did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Chiasma Board. Instead, the Chiasma Board conducted an overall review of the factors and reasons described above, including discussions with and questioning of Chiasma’s senior management, legal counsel and financial advisors, and determined that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of the merger.
The foregoing discussions of the reasoning of the Chiasma Board and certain information presented in this section is forward-looking in nature and, therefore, the information should be read in light of the factors discussed in “Cautionary Statement Regarding Forward-Looking Statements.” For the reasons described above, and in light of other factors that the Chiasma Board believed were appropriate to consider, the Chiasma Board approved the merger agreement and the transactions contemplated thereby, including the merger, and unanimously recommends that Chiasma stockholders approve and adopt the merger agreement at the Chiasma special meeting.
Opinion of the Chiasma Board’s Financial Advisor
On March 30, 2021, Chiasma engaged Duff & Phelps to serve as an independent financial advisor to the Chiasma Board (solely in their capacity as members of the Chiasma Board) to provide an opinion as to the fairness, from a financial point of view, to the holders of Chiasma common stock of the exchange ratio provided for in the proposed transaction (without giving effect to any impact of the proposed transaction on any particular stockholder other than in its capacity as a stockholder).
Chiasma retained Duff & Phelps based on Duff & Phelps’s qualifications, reputation, experience in the valuation of businesses and their securities, and its experience in valuing companies in the biotechnology and pharmaceutical industry. Duff & Phelps is a premier global valuation and corporate finance advisor that is regularly engaged to provide financial advisory services, including fairness opinions and valuation advice in connection with mergers and acquisitions, related party transactions and recapitalization transactions.
On May 4, 2021, Duff & Phelps presented to the Chiasma Board a presentation of financial analyses of the proposed transaction on the basis of the financial terms of the transaction, with the final exchange ratio to be updated and set on the basis of the close of trading at the end of the day. In connection with this presentation, Duff & Phelps presented its oral opinion (which opinion was subsequently updated in writing, by delivery of a written opinion) to the Chiasma Board that, as of that date, the exchange ratio provided for in the proposed transaction was fair, from a financial point of view, to the holders of shares of Chiasma common stock (without giving effect to any impact of the proposed transaction on any particular stockholder other than in its capacity as a stockholder). We refer to this in this proxy statement/prospectus as the “Duff & Phelps opinion.”
The full text of the written Duff & Phelps opinion that Duff & Phelps delivered to the Chiasma Board, which sets forth, among other things, certain assumptions made, certain matters considered, and certain limitations on the review undertaken in connection with the Duff & Phelps opinion, is attached as an Annex E to this proxy statement/prospectus and is incorporated herein by reference. We urge you to read the Duff & Phelps opinion carefully and in its entirety. The summary of the Duff & Phelps opinion set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the Duff & Phelps opinion.
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Duff & Phelps provided the Duff & Phelps opinion for the use and benefit of the Chiasma Board in connection with its consideration of the proposed transaction. The Duff & Phelps opinion (i) did not address the merits of the underlying business decision to enter into the proposed transaction versus any alternative strategy or transaction; (ii) did not address any transaction related to the proposed transaction; (iii) was not a recommendation as to how the Chiasma Board or any stockholder should vote or act with respect to any matters relating to the proposed transaction, or whether to proceed with the proposed transaction or any related transaction, and (iv) did not indicate that the exchange ratio in the proposed transaction was the best possibly attainable under any circumstances; instead, it merely stated whether the exchange ratio was within a range suggested by certain financial analyses. The decision as to whether to proceed with the proposed transaction or any related transaction may depend on an assessment of factors unrelated to the financial analysis on which the Duff & Phelps opinion was based.
The Duff & Phelps opinion was only one of many factors taken into consideration by the Chiasma Board in making its determination with respect to the proposed transaction. The Duff & Phelps opinion should not be construed as creating any fiduciary duty on the part of Duff & Phelps to any party. Duff & Phelps has not undertaken, and is under no obligation, to update, revise, reaffirm or withdraw the Duff & Phelps opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of the Duff & Phelps opinion.
In connection with the Duff & Phelps opinion, Duff & Phelps made such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances. Duff & Phelps also took into account its assessment of general economic, market and financial conditions, as well as its experience in securities and business valuation, in general, and with respect to similar transactions, in particular. Duff & Phelps’s procedures, investigations, and financial analysis with respect to the preparation of the Duff & Phelps opinion included, but were not limited to, the items summarized below:
1.
Reviewed documents, including but not limited to the following, regarding Chiasma:
a.
Chiasma’s annual reports and audited financial statements on Form 10-K filed with the SEC for the fiscal year ended December 31, 2020;
b.
Certain internal financial analyses and forecasts of Chiasma prepared by and provided to Duff & Phelps by Chiasma management relating to Chiasma’s business and utilized per instruction of Chiasma (which we refer to as the “Adjusted Chiasma Projections”), as set forth and described more fully in the section entitled Certain Prospective Financial Information Reviewed by the Chiasma Board and Its Financial Advisor”; and
c.
Revenue Interest Financing Agreement (which we refer to as the “RIFA”) between HCR and Chiasma, dated as of April 7, 2020;
2.
Reviewed the documents including, but not limited to the following, regarding Amryt:
a.
Amryt’s annual report for the year ended December 31, 2019;
b.
Amryt’s audited financial statements for the year ended December 31, 2020 as filed with the SEC;
c.
Amryt’s prospectus filings with the SEC, including the Amendment No. 1 to Form F-1 filed on January 11, 2021, the 424(b)(4) Prospectus filed on January 14, 2021, and the 424(b)(3) Prospectus Supplement No.1 filed on March 4, 2021;
d.
Certain internal financial analyses and forecasts for Amryt prepared based on information provided by the management of Amryt and adjusted and provided by the management of Chiasma relating to Amryt’s business and utilized per instruction of Chiasma (which we refer to as the “Chiasma Management Adjusted Amryt Projections”), as set forth and described more fully in the section entitled “—Certain Prospective Financial Information Reviewed by the Chiasma Board and Its Financial Advisor”; and
e.
Certain cost synergies expected to be realized in the proposed transaction, as well as the costs to achieve these synergies, provided by Amryt management and reviewed by Chiasma management, as set forth and described more fully in the section entitled “—Certain Prospective Financial Information Reviewed by the Chiasma Board and Its Financial Advisor”;
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3.
Documents related to the Proposed Transaction, including:
a.
The letter of intent from Amryt to Chiasma dated April 21, 2021;
b.
The draft of the merger agreement dated May 4, 2021 (which we refer to as the “draft merger agreement”);
4.
Discussed the information referred to above and the background and other elements of the proposed transaction with Chiasma management and their representatives, including Torreya in Torreya’s capacity as investment banker for Chiasma;
5.
Discussed the Adjusted Chiasma Projections (as set forth and described more fully in the section entitled “—Certain Prospective Financial Information Reviewed by the Chiasma Board and Its Financial Advisor”) and their underlying assumptions with Chiasma management and representatives from Torreya;
6.
Discussed the Chiasma Management Adjusted Amryt Projections (as set forth and described more fully in the section entitled “—Certain Prospective Financial Information Reviewed by the Chiasma Board and Its Financial Advisor”) and their underlying assumptions and the analysis of transaction synergies with Amryt management, as well as with Chiasma management;
7.
Reviewed various analyst reports for each of Chiasma, Amryt and the selected public companies;
8.
Reviewed the historical trading price and trading volume of the Chiasma common stock and Amryt ADSs and the publicly traded securities of certain other companies that Duff & Phelps deemed relevant;
9.
Performed certain valuation and comparative analyses using generally accepted valuation and analytical techniques consisting of discounted cash flow, selected public companies and precedent M&A transactions analyses; and
10.
Conducted such other analyses and considered such other factors as Duff & Phelps deemed appropriate.
No limits were placed on Duff & Phelps by Chiasma in terms of the information to which it had access or the matters it could consider.
In performing its analyses and rendering the Duff & Phelps opinion with respect to the proposed transaction, Duff & Phelps, with Chiasma’s consent:
1.
Relied upon the accuracy, completeness and fair presentation of all information, data, advice, opinions and representations obtained from public sources or provided to it from private sources, including Chiasma management and did not independently verify such information;
2.
Relied upon the fact that the Chiasma Board and Chiasma have been advised by counsel as to all legal matters with respect to the proposed transaction, including whether all procedures required by law to be taken in connection with the proposed transaction have been duly, validly and timely taken;
3.
Assumed that any estimates, evaluations, forecasts and projections furnished to Duff & Phelps were reasonably prepared and based upon the best currently available information and good faith judgment of the person furnishing the same, and Duff & Phelps expresses no opinion with respect to such projections or the underlying assumptions;
4.
Assumed that the merger will qualify for federal income tax purposes as a reorganization under the provisions of Section 368(a) of the Code;
5.
Assumed that information supplied and representations made by Chiasma management are substantially accurate regarding Chiasma and the proposed transaction;
6.
Assumed that the representations and warranties made in the merger agreement are substantially accurate;
7.
Assumed that the final executed merger agreement will not differ in any material respect from the draft merger agreement reviewed by Duff & Phelps;
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8.
Assumed that there has been no material change in the assets, liabilities, financial condition, results of operations, business, or prospects of Chiasma or Amryt since the date of the most recent financial statements and other information made available to or discussed with Duff & Phelps, and that there was no information or facts that would make the information reviewed by or discussed with Duff & Phelps incomplete or misleading;
9.
Assumed that all of the conditions required to implement the proposed transaction will be satisfied and that the proposed transaction will be completed in accordance with the merger agreement without any amendments thereto or any waivers of any terms or conditions thereof; and
10.
Assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the proposed transaction will be obtained without any adverse effect on Chiasma or the contemplated benefits expected to be derived in the proposed transaction.
To the extent that any of the foregoing assumptions or any of the facts on which the Duff & Phelps opinion was based prove to be untrue in any material respect, the Duff & Phelps opinion cannot and should not be relied upon. Furthermore, in Duff & Phelps’s analysis and in connection with the preparation of the Duff & Phelps opinion, Duff & Phelps has made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the proposed transaction.
The Duff & Phelps opinion was delivered to the Chiasma Board on and dated May 4, 2021. The Duff & Phelps opinion was necessarily based upon market, economic, financial and other conditions as they existed and could be evaluated as of that date, and Duff & Phelps disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Duff & Phelps opinion which may come or be brought to the attention of Duff & Phelps after May 4, 2021.
In rendering the Duff & Phelps opinion, Duff & Phelps did not express any opinion as to the market price or value of the Chiasma common stock or Amryt ADSs (or anything else) after the announcement or the consummation of the proposed transaction. The Duff & Phelps opinion should not be construed as a valuation opinion, credit rating, solvency opinion, an analysis of Chiasma or the combined company’s creditworthiness, as tax advice, or as accounting advice. Duff & Phelps has not made, and assumed no responsibility to make, any representation, or render any opinion, as to any legal matter.
In rendering the Duff & Phelps opinion, Duff & Phelps did not express any opinion with respect to the amount or nature of any compensation to any of Chiasma’s officers, directors, or employees, or any class of such persons, relative to the exchange ratio provided for in the proposed transaction, or with respect to the fairness of any such compensation.
Summary of Financial Analysis by Duff & Phelps
Set forth below is a summary of the material financial analyses performed by Duff & Phelps in connection with the preparation of the Duff & Phelps opinion. The information set forth below summarizes the material financial and comparative analyses performed by Duff & Phelps, but does not purport to be a complete description of the financial analyses performed by Duff & Phelps or the data considered by it in connection with the Duff & Phelps opinion. The preparation of a financial opinion involves various subjective determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to particular circumstances. In arriving at the Duff & Phelps opinion, Duff & Phelps utilized a number of analytical methodologies. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the strengths and weaknesses of any particular technique. While the conclusions reached in connection with each analysis were considered carefully by Duff & Phelps in arriving at the Duff & Phelps opinion. The conclusion reached by Duff & Phelps was based on all analyses and factors taken, as a whole, and also on application of Duff & Phelps’s own experience and judgment. No one method of analysis should be regarded as critical to the overall conclusion. Accordingly, Duff & Phelps believes that its analyses must be considered as a whole, and that selecting portions of its analyses and of the factors considered by it, without considering all analyses and factors, could create a misleading or incomplete view of the evaluation process underlying the Duff & Phelps opinion.
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Although these paragraphs include some information in tabular format, those tables are not intended to stand alone and must be read together with the full text of each summary and the limitations and qualifications in the Duff & Phelps opinion.
Financial Analysis
Duff & Phelps’s financial analysis involved estimating the probable range of fair market values of the Chiasma common stock on a stand-alone basis, without giving effect to the proposed transaction, and comparing that to the estimated value of the merger consideration to be received by the Chiasma stockholders.
The probable range of fair market values of the Chiasma common stock on a stand-alone basis was estimated based on a fundamental valuation analysis of Chiasma, excluding any impact of the proposed transaction. In addition, Duff & Phelps analyzed the current and historical trading prices of the Chiasma common stock.
The estimated value of the merger consideration to be received by the Chiasma stockholders in the proposed transaction was based on an analysis of Amryt after giving effect to the proposed transaction, including the potential value of net cost synergies. In addition, Duff & Phelps analyzed the implied value of the merger consideration based on the exchange ratio of 0.395 Amryt ADSs (each representing the right to receive five Amryt ordinary shares) for each share of Chiasma common stock, as estimated to be provided for in the proposed transaction when Duff & Phelps delivered its preliminary oral opinion to the Chiasma Board on May 4, 2021 prior to the final exchange ratio being established on the basis of the close of trading at the end of the day (which we refer to as the “preliminary exchange ratio”) and the closing price of Amryt’s common stock as of April 30, 2021.
Enterprise Valuation Analysis – Chiasma Standalone
Among other matters considered, Duff & Phelps performed a valuation analysis of Chiasma on a standalone basis to estimate a range of enterprise values of Chiasma.
Duff & Phelps estimated the standalone value of Chiasma (without giving effect to the proposed transaction) using a discounted cash flow (which we refer to as “DCF”) analysis. The DCF analysis was based on the Adjusted Chiasma Projections. In addition, Duff & Phelps analyzed the implied valuation multiples of enterprise value to projected probability of success (which we refer to as “POS”) adjusted revenue using the enterprise value estimates resulting from the DCF analysis and comparing these multiples to those of selected publicly traded companies in the biotechnology and pharmaceutical industries.
Chiasma Discounted Cash Flow Analysis. A discounted cash flow analysis is designed to provide insight into the intrinsic value of a business based on its projected earnings and capital requirements as well as the net present value of projected unlevered free cash flows.
Duff & Phelps calculated the projected unlevered free cash flow of Chiasma by subtracting taxes from earnings before interest and taxes (EBIT) and then by adding the estimated tax depreciation expense, subtracting projected capital expenditures and changes in working capital to arrive at projected unlevered free cash flow. In addition, Duff & Phelps treated all stock-based compensation expense as if it were a cash expense. All of the assumptions and estimates used to calculate Chiasma’s unlevered free cash flow were provided by Chiasma management.
Duff & Phelps estimated the terminal value of Chiasma by utilizing a perpetuity rate of decline for the free cash flow of Chiasma after 2030 of 20.0 percent, as estimated by Chiasma management.
Duff & Phelps then discounted the projected unlevered free cash flow for fiscal years 2021 through 2030 and the terminal value for Chiasma using a weighted average cost of capital (which we refer to as “WACC”) ranging from 12.0 percent to 14.0 percent. The discount rate was supported by a cost of equity calculation using the Capital Asset Pricing Model and information derived from the selected public companies in the biotechnology and pharmaceutical industries, and the cost of debt calculation as well as an estimate of the capital structure as exhibited by the selected public companies.
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The discounted cash flow analysis resulted in estimated total enterprise values ranging from $540.0 million to $640.0 million. The table below provides a summary of the results of Duff & Phelps’s DCF analysis of Chiasma on a stand-alone basis.
Chiasma Discounted Cash Flow Analysis
 
 
 
 
 
 
 
 
 
($ in millions)
 
 
 
 
 
 
 
 
 
 
 
Chiasma Projections
 
2021P
2022P
2023P
2024P
2025P
2026P
2027P
2028P
2029P
2030P
 
 
 
 
 
 
 
 
 
 
 
Earnings Before Interest and Taxes
($66.0)
($27.6)
$44.7
$105.0
$149.7
$194.8
$240.7
$307.8
$309.2
$308.5
Taxes(1)
0.0
0.0
(2.5)
(5.8)
(30.0)
(53.3)
(65.9)
(84.6)
(85.0)
(84.9)
Net Operating Profit After Tax
(66.0)
(27.6)
42.2
99.3
119.7
141.5
174.8
223.1
224.2
223.7
 
 
 
 
 
 
 
 
 
 
 
Tax Depreciation
0.5
0.2
0.1
4.0
0.9
0.7
0.6
0.5
0.6
0.6
Capital Expenditures
(0.4)
(0.1)
0.0
(6.0)
(0.5)
(0.5)
(0.5)
(0.5)
(0.5)
(0.5)
(Increase) Decrease in Working Capital
(23.5)
(15.4)
(8.1)
(5.7)
(19.0)
(13.3)
(8.9)
(7.3)
(6.6)
(0.9)
Unlevered Free Cash Flow
($89.4)
($42.9)
$34.1
$91.5
$101.1
$128.4
$166.0
$215.8
$217.6
$223.0
Enterprise Value
 
Low
Mid
High
Perpetuity Rate of Decline(1)
 
(20.0%)
(20.0%)
(20.0%)
Weighted Average Cost of Capital
 
14.0%
13.0%
12.0%
 
Indicated Enterprise Value Range *
 
$540.0
$590.0
$640.0
 
 
 
 
 
Implied Enterprise Valuation Multiples
 
 
 
 
2022 POS Adjusted Revenue
$97
5.56x
6.07x
6.58x
2023 POS Adjusted Revenue
185
2.91x
3.18x
3.45x
2024 POS Adjusted Revenue
268
2.01x
2.20x
2.39x
(1)
Per Chiasma management
*
Rounded
The DCF analysis, like any other analytical technique used by Duff & Phelps, has inherent strengths and weaknesses. The range of valuation indications resulting from any particular technique, including the DCF analysis, should not be taken in isolation to be Duff & Phelps’s view of the valuation of Chiasma. Accordingly, the valuation range derived from the DCF analysis was not necessarily indicative of Chiasma’s present or future value.
Chiasma Market Approach. Duff & Phelps also considered using a market approach, which consists of applying valuation multiples to Chiasma’s historical and projected financial metrics, using multiples based on valuation metrics derived from an analysis of selected public companies and selected precedent M&A transactions. However, the Market Approach was not utilized as a primary methodology in the valuation analysis since Chiasma was only beginning to generate revenue and was projected to have negative EBITDA through fiscal year 2022. Furthermore, the Chiasma Projections did not include costs to develop a future pipeline of products, so after the projection period, Chiasma management estimated that Chiasma’s free cash flow would decrease at a rate of 20 percent per year. For this reason, a DCF methodology was deemed to be the preferred method to estimate the enterprise value of Chiasma as it was believed to more accurately capture the product lifecycle for the business.
Duff & Phelps selected certain publicly traded biotechnology or pharmaceutical companies focusing on orphan drugs, as shown in the chart below, for the purpose of analyzing implied multiples of enterprise value to projected POS adjusted revenue and to estimate an appropriate WACC discount rate to apply to the projections in the DCF analysis of Chiasma.
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Based on the enterprise valuation range for Chiasma resulting from the DCF approach and the projected POS adjusted revenue, implied valuation multiples were calculated. The resulting implied enterprise value to POS adjusted revenue for 2022 ranged from 5.56x to 6.58x, for 2023 the implied multiples ranged from 2.91x to 3.45x, and for 2024 the range was from 2.01x to 2.39x. All of these multiples fell within the range of the selected public company revenue multiples, as shown in the table below.
Selected Public Company Valuation Multiples
Selected Public Companies Analysis
As of April 30, 2021
(US$ in millions, except per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
COMPANY INFORMATION
 
ENTERPRISE VALUE AS MULTIPLE OF
Company Name
Enterprise
Value
LTM
EBITDA
2021
EBITDA
2022
EBITDA
2023
EBITDA
2024
EBITDA
2025
EBITDA
LTM
Revenue
2021
Revenue
2022
Revenue
2023
Revenue
2024
Revenue
2025
Revenue
Adamas Pharmaceuticals, Inc.
$312
-8.1x
-10.7x
49.9x
NA
NA
NA
4.19x
3.37x
2.61x
2.34x
2.03x
1.81x
Amicus Therapeutics, Inc.
2,598
-11.1
-15.3
-41.9
226.6
11.6
8.0
9.96
8.29
5.79
4.16
3.34
2.71
Aquestive Therapeutics, Inc.
202
-5.1
-4.4
-6.5
10.1
2.5
1.7
4.40
5.18
2.67
1.56
0.86
0.63
AVEO Pharmaceuticals, Inc.
194
-5.0
NA
NA
NA
NA
NA
32.27
13.13
1.65
1.06
0.79
0.64
BioCryst Pharmaceuticals, Inc.
2,198
-12.6
-12.3
-14.6
-19.0
NA
NA
NM
34.57
15.47
8.80
5.70
4.44
Camurus AB (publ)
1,318
��
-56.3
40.8
42.1
16.9
9.2
10.1
33.17
11.49
10.72
7.36
5.15
4.35
Catalyst Pharmaceuticals, Inc.
356
8.6
NA
NA
NA
NA
NA
2.99
2.64
2.19
1.81
1.63
1.89
Harmony Biosciences Holdings, Inc.
1,693
62.2
19.3
7.1
4.6
5.1
4.5
10.60
5.62
3.12
2.14
1.96
1.76
Insmed Incorporated
3,534
-13.9
-12.8
-15.7
-17.2
NA
NA
21.49
16.73
10.75
7.22
4.73
3.52
Intercept Pharmaceuticals, Inc.
755
-3.5
-5.9
-2.5
-1.8
NA
NA
2.42
2.21
1.98
1.43
0.94
0.80
Pharming Group N.V.
777
8.9
8.3
7.9
9.0
5.29
NA
3.48
2.89
2.51
2.64
1.51
0.86
PTC Therapeutics, Inc.
2,823
-9.4
-6.7
-10.3
-135.2
NA
NA
7.41
5.93
4.33
3.30
2.59
2.65
Rigel Pharmaceuticals, Inc.
614
-21.7
-53.4
-8.9
NA
NA
NA
5.65
4.04
4.41
3.01
2.26
1.84
Strongbridge Biopharma plc
105
-2.8
-4.9
-4.4
3.0
1.2
1.3
3.40
2.88
1.66
1.05
0.60
0.53
Travere Therapeutics, Inc.
1,427
-28.1
-22.4
-67.9
31.5
8.7
NA
7.19
6.86
5.22
3.56
2.45
1.75
Trevena, Inc.
173
-6.0
-4.3
-12.4
-86.6
NA
NA
56.43
13.08
4.65
2.16
1.38
0.99
UroGen Pharma Ltd.
343
-2.9
-2.7
-3.0
-3.9
NA
NA
29.04
6.00
3.29
2.30
1.24
0.93
VYNE Therapeutics Inc.
231
-2.4
-3.7
-11.5
8.2
NA
NA
11.00
4.75
2.13
1.49
1.09
0.89
Xeris Pharmaceuticals, Inc.
210
-2.6
-6.2
-12.0
22.0
4.2
2.5
10.29
4.51
2.08
1.31
1.01
0.83
Zogenix, Inc.
706
-3.2
-4.0
-6.6
NA
NA
NA
51.75
7.84
3.30
1.57
1.37
1.28
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mean
$1,028
-5.7x
-5.6x
-6.2x
4.6x
6.0x
4.7x
16.16x
8.10x
4.53x
3.01x
2.13x
1.76x
Median
$660
-5.1x
-5.4x
-7.7x
4.6x
5.2x
3.5x
9.96x
5.77x
3.21x
2.23x
1.57x
1.51x
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amryt Pharma plc(1)
$623
-38.2x
24.6x
8.9x
5.0x
3.4x
2.8x
3.41x
3.07x
2.41x
1.87x
1.47x
1.39x
Chiasma, Inc.(1)
$101
-1.4x
NA
NA
NA
NA
NA
90.87x
4.58x
1.23x
0.62x
0.47x
0.39x
LTM = Latest Twelve Months
Enterprise Value = (Market Capitalization + Management Equity + Debt + Preferred Stock + Non-Controlling Interest) – (Cash & Equivalents + Net Non-Operating Assets)
(1)
Chiasma and Amryt multiples based on consensus analyst projections, and are shown for illustrative purposes only
Source: S&P Capital IQ, SEC Filings, Annual and Interim Reports
Estimate of Chiasma Equity Value Per Share on a Standalone, Pre-Transaction Basis
To estimate the equity value per share of Chiasma on a standalone basis, certain adjustments were made to the estimated range of enterprise values set forth above. These adjustments were as follows:
Cash and Equivalents. As of December 31, 2020, Chiasma had approximately $156.0 million in cash, cash equivalents, marketable securities and restricted cash on its balance sheet, which was added to the enterprise value.
Valuation of Royalty Interest Financing Agreement. In April 2020, Chiasma entered into the RIFA with HCR. Pursuant to the RIFA, HCR would receive payments from a tiered percentage of future revenues of MYCAPSSA and any future products. Duff & Phelps utilized a schedule of estimated RIFA interest and principal payments
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provided by Chiasma management to estimate the total after-tax interest and principal RIFA payments. Duff & Phelps estimated the net present value of these payments to be between $72.1 million to $76.6 million using a discount rate of 10.5 percent to 12.5 percent, which was based on Chiasma’s estimated cost of debt, which was deducted from the enterprise value.
Capital Raise. Chiasma management indicated that, without the proposed transaction, Chiasma would need to undertake an estimated $60.0 million capital raise to have sufficient cash to support its operations. Based on the prior capital raise, management estimated that there would be related fees of approximately 6 percent and the raise would be at a 10 percent discount to the April 30, 2021 closing price. Duff & Phelps analyzed the estimated impact of the capital raise, net of fees, to be an incremental $56.4 million in cash and an additional 23.474 million in common shares.
Chiasma Standalone Per Share Value Conclusions. After making the adjustments described above to the enterprise value, Duff & Phelps arrived at a range of adjusted equity values post capital raise. Based on (i) 57.904 million common shares outstanding, (ii) a range of shares issued from outstanding options using the treasury method, with a mid-point of 4.008 million shares, (iii) 22.374 million shares issued from the capital raise, (iv) a range of shares issued for warrants, with a mid-point of 6.235 million shares, and (v) 0.109 million shares issued from restricted stock units and awards, Duff & Phelps’s analysis indicated a range of values from $7.53 per share to $8.53 per share of Chiasma common stock on a fully diluted basis. The number of shares issued from warrants, options, and restricted stock units and awards was based on the cashless treasury stock method.
Duff & Phelps noted that the resulting per share valuation range of Chiasma on a standalone basis represented a significant premium to the closing price of Chiasma common stock $2.98 per share of Chiasma common stock as of April 30, 2021.
Chiasma Valuation Summary
 
 
 
 
($ in millions, except per share values)
 
 
 
 
 
Chiasma Standalone Valuation
Chiasma
Closing 1-day(1)
 
Low
Mid
High
Discounted Cash Flow Analysis(2)
$540.0
$590.0
$640.0
 
 
 
Indicated Enterprise Value
$540.0
$590.0
$640.0
 
(+) Cash and Equivalents(3)
156.0
156.0
156.0
 
(-) PV of RIFA Payments(4)
(72.1)
(74.3)
(76.6)
 
 
 
Indicated Equity Value
$623.9
$671.7
$719.4
 
(+) Net Cash from Capital Raise(5)
56.4
56.4
56.4
 
 
 
Adjusted Equity Value Post Capital Raise
$680.3
$728.1
$775.8
 
Basic Shares (000s)
57,904
57,904
57,904
 
Options (000s)
3,743
4,008
4,310
 
Additional Shares from Capital Raise (000s)(6)
22,371
22,371
22,371
 
Warrants (000s)
6,234
6,235
6,235
 
RSUs (000s)
109
109
109
 
(÷) Fully Diluted Shares Outstanding (000s)
90,362
90,628
90,931
 
 
 
Indicated Equity Value Per Share Price
$7.53
$8.03
$8.53
$2.98
(1)
Based on the closing price of Chiasma common stock as of April 30, 2021
(2)
Based on the estimated standalone valuation of Chiasma
(3)
Balance as of December 31, 2020 includes marketable securities and restricted cash, per Chiasma management
(4)
Present value of RIFA payment
(5)
Assumes a gross $60.0 million capital raise and fees of 6%, per Chiasma management, based on Chiasma management’s estimated cash needs over the next 24 months
(6)
Assumes the capital is raised at a 10% discount to the closing price of $2.98 per share, as of April 30, 2021, and the issuance of 22,371 new shares, per Chiasma management
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Enterprise Valuation Analysis – Combined Company
In order to estimate the value of the merger consideration to be received by the Chiasma stockholders in the proposed transaction, Duff & Phelps performed a valuation of Amryt post-transaction to estimate the enterprise value of Amryt following the closing of the transaction.
The primary valuation methodology used to estimate the enterprise value of the combined company was a discounted cash flow analysis based on (i) the Chiasma Management Adjusted Amryt Projections; (ii) the Adjusted Chiasma Projections; (iii) the Synergy Forecast and (iv) other factors.
Combined Company Discounted Cash Flow Analysis
Duff & Phelps calculated the projected unlevered free cash flow for each of the fiscal years 2021 through 2030 by deducting from EBITDA, (i) taxes at an 18.0 percent tax rate calculated based on EBITDA, as Amryt management represented that depreciation and amortization are not tax-deductible; (ii) rebates of discounts paid by drug manufacturers; (iii) milestones tied to the sales of Oleogel-S10; (iv) contingent value rights (which we refer to as “CVRs”) issued in conjunction with the acquisition of Aegerion; (v) projected capital expenditures; and (vi) changes in working capital, to arrive at projected unlevered free cash flow. In addition, Duff & Phelps treated all stock-based compensation expense as if it were a cash expense. All of the assumptions and estimates used to estimate the combined company’s unlevered free cash flow were provided by Amryt management and Chiasma management.
Duff & Phelps calculated a terminal value for the combined company by utilizing a perpetuity rate of decline of 20.0 percent as estimated by Chiasma management.
Duff & Phelps then discounted the projected unlevered free cash flow for fiscal years 2021 through 2030 and the terminal value for the combined company using a WACC ranging from 10.5 percent to 12.5 percent. The discount rate was supported by a cost of equity calculation using the Capital Asset Pricing Model and information derived from the selected public companies in the biotechnology and pharmaceutical industries, and the cost of debt calculation as well as an estimate of the capital structure as exhibited by the selected public companies.
Duff & Phelps included cash flows from the full fiscal 2021 year in its DCF analysis since balance sheet information available to Duff & Phelps, including cash balances, was as of December 31, 2020. By capturing all fiscal 2021 cash flow, the use of cash for the full fiscal year was reflected in its analysis.
The discounted cash flow analysis resulted in estimated total enterprise values of the combined company ranging from $1,890.0 million to $2,190.0 million. The table below provides a summary of the results of Duff & Phelps’s DCF analysis of the combined company.
Combined Company Discounted Cash Flow Analysis
($ in millions)
 
 
 
 
 
 
 
 
 
 
 
Management Projections
 
2021P
2022P
2023P
2024P
2025P
2026P
2027P
2028P
2029P
2030P
 
 
 
 
 
 
 
 
 
 
 
EBITDA
($53.0)
$152.1
$204.7
$334.2
$420.5
$522.6
$600.0
$691.0
$706.1
$715.0
Taxes(1)
0.0
(27.4)
(36.8)
(60.1)
(75.7)
(94.1)
(108.0)
(124.4)
(127.1)
(128.7)
Rebates(2)
(6.1)
(21.5)
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
Milestones(2)
(0.3)
(10.8)
0.0
(12.1)
(17.3)
(0.1)
(1.0)
(2.0)
(1.0)
0.0
CVRs(3)
0.0
(45.0)
(31.5)
0.0
0.0
0.0
0.0
0.0
0.0
0.0
Capital Expenditures(4)
(19.4)
(13.1)
(3.5)
(8.1)
(0.7)
(0.7)
(0.7)
(0.7)
(0.7)
(0.7)
(Increase) Decrease in Working Capital(4)
(26.8)
(23.7)
(25.4)
(31.6)
(30.0)
(26.4)
(17.5)
(16.1)
(12.4)
(5.7)
Unlevered Free Cash Flow
($105.5)
$10.6
$107.5
$222.1
$296.8
$401.4
$472.8
$547.8
$564.9
$579.9
Enterprise Value
 
Low
Mid
High
Perpetuity Rate of Decline(5)
 
(20.0%)
(20.0%)
(20.0%)
Weighted Average Cost of Capital
 
12.5%
11.5%
10.5%
 
Indicated Enterprise Value Range*
 
$1,890.0
$2,040.0
$2,190.0
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Implied Enterprise Valuation Multiples
 
 
 
 
2021 POS Adjusted Revenue
$228
8.28x
8.94x
9.60x
2022 POS Adjusted Revenue
440
4.29x
4.63x
4.98x
2023 POS Adjusted Revenue
519
3.64x
3.93x
4.22x
2022 EBITDA
152
12.4x
13.4x
14.4x
2023 EBITDA
205
9.2x
10.0x
10.7x
2024 EBITDA
334
5.7x
6.1x
6.6x
2025 EBITDA
420
4.5x
4.9x
5.2x
(1)
Taxes based on 18% of EBITDA (depreciation, amortization, and stock-based compensation are not deductible for tax purposes), per Amryt management
(2)
Per Amryt management
(3)
CVRs may be paid in either cash or shares
(4)
Per Amryt and Chiasma management
(5)
Per Chiasma management
The DCF analysis, like any other analytical technique used by Duff & Phelps, has inherent strengths and weaknesses. The range of valuation indications resulting from any particular technique, including the DCF analysis, should not be taken in isolation to be Duff & Phelps’s view of the valuation of the combined company. Accordingly, the valuation range derived from the DCF analysis was not necessarily indicative of the combined company’s present or future value.
Combined Company Market Approach. Duff & Phelps also considered using a market approach, which consists of applying valuation multiples to the combined company’s historical and projected financial metrics, using multiples based on valuation metrics derived from an analysis of selected public companies and selected precedent M&A transactions. However, the Market Approach was not utilized as a primary methodology in the valuation analysis, as the projections did not include costs to develop a future pipeline of products. After the projection period, Chiasma management estimated that the combined company’s free cash flow would decrease at a rate of 20 percent per year. Therefore, a DCF methodology was deemed to be the preferred method to estimate the enterprise value of the combined company as it more accurately captures the product lifecycle for the business.
Duff & Phelps selected certain publicly traded biotechnology or pharmaceutical companies focusing on orphan drugs, as shown in the chart above, for the purpose of analyzing implied multiples of enterprise value to projected POS adjusted revenue and projected EBITDA and for estimating an appropriate discount rate to apply to the projected unlevered free cash flow in the DCF analysis for the combined company.
Based on the enterprise valuation range for the combined company resulting from the DCF approach and the projected POS adjusted revenue and EBITDA for the combined company, implied valuation multiples were calculated. The resulting implied enterprise value to POS adjusted revenue for 2021 ranged from 8.28x to 9.60x, for 2022 the implied multiples ranged from 4.29x to 4.98x, and for 2023 the ranged was from 3.64x to 4.22x. Furthermore, the resulting implied enterprise value to EBITDA for 2022 ranged from 12.4 to 14.4x, for 2023 the implied multiples ranged from 9.2x to 10.7x, and for 2024 the range was from 5.7x to 6.6x. All of these multiples fell within the range of the selected public company EBITDA multiples, as shown in the table above of Selected Public Company Valuation Multiples.
Estimated Value of the Merger Consideration
To estimate the value of the merger consideration to be received by the Chiasma stockholders, certain adjustments were made to the estimated range of enterprise values of the combined company set forth above. These adjustments are as follows:
Cash and Equivalents. As of December 31, 2020, Chiasma had approximately $156.0 million in cash, cash equivalents, marketable securities and restricted cash and Amryt had approximately $118.8 million in cash, marketable securities and restricted cash on their respective balance sheets, which was added to the combined company’s enterprise value.
RIFA Change of Control Obligation. Pursuant to the terms of the RIFA, under a change of control transaction, the estimated payment for this obligation would be $117.0 million. This was deducted from the enterprise value.
Convertible Notes. In September 2019, Amryt issued $125.0 million aggregate principal amount of 5 percent senior convertible notes that are convertible into 48,343,750 Amryt ordinary shares (which we refer to as the
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“Convertible Notes”). Given that the Convertible Notes were in the money as of April 30, 2021, Duff & Phelps included the 48.344 million shares in its fully diluted share count for the combined company, as if the Convertible Notes were converted into common shares. Duff & Phelps also assumed that the Convertible Notes would be held until the maturity date of April 1, 2025. Therefore, the holders of the Convertible Notes would be entitled to receive both the interest payments and the underlying Amryt ordinary shares. Duff & Phelps estimated the net present value of the interest payments, on an after-tax basis, to be between $18.9 million to $19.6 million using a discount rate of 9.0 percent to 11.0 percent, which was based on the combined company’s estimated cost of debt. The present value of the interest expense was deducted from the enterprise value and the 48.344 million shares that would be issued upon conversion were included in the fully diluted share count.
Term Loan – Amryt. As of December 31, 2020, Amryt had $88.0 million in term loans. The face value of the Amryt term loan of $88.0 million was deducted from enterprise value.
DOJ/SEC Settlement. Prior to the acquisition of Aegerion Pharmaceuticals Holdings Inc. (which we refer to as “Aegerion”) by Amryt, Aegerion entered into settlement agreements with governmental entities, including the DOJ and the FDA, in connection with Juxtapid investigations. The settlement agreements required Aegerion to pay specified fines and engage in regulatory compliance efforts. The final settlement was paid by Amryt in Q1 2021 in the amount of approximately $4.0 million. Due to the fact that all balance sheet items, such as cash and debt, are as of December 31, 2020, the final settlement payment of $4.0 million was deducted from enterprise value.
Transaction Costs. Based on estimates of transaction costs provided by Amryt management and Chiasma management, Duff & Phelps deducted $20.0 million in transaction costs from enterprise value.
Indicated Value of Merger Consideration to Chiasma Stockholders. After making the adjustments described above to the indicated the combined company enterprise value ranging from $1,890.0 million to $2,190.0 million, Duff & Phelps estimated the aggregate equity value in the combined company to be $1,917.0 million to $2,216.0 million. Based on the estimated fully diluted shares for the combined company of 377.558 million at the time of Duff & Phelps’s delivery of its fairness analysis to the Chiasma Board, Duff & Phelps’s analysis indicated a range of the combined company value per share of $5.08 to $5.87.
Duff & Phelps then multiplied the range of indicated equity value per share for the combined company by the preliminary exchange ratio, resulting in an implied merger consideration to be received by the Chiasma stockholders in the range of $10.03 per share to $11.59 per share.
Combined Company Valuation Summary
($ and shares in millions, except per share values)
 
Low
Mid
High
 
Indicated Combined Company Enterprise Value
$1,890.0
$2,040.0
$2,190.0
(+) Cash and Equivalents - Chiasma(1)
$156.0
$156.0
$156.0
(+) Cash and Equivalents - Amryt(2)
118.8
118.8
118.8
(-) RIFA Change of Control Obligation - Chiasma(3)
(117.0)
(117.0)
(117.0)
(-) Convertible Notes - Amryt(4)
0.0
0.0
0.0
(-) NPV of Convertible Notes Interest(5)
(18.9)
(19.2)
(19.6)
(-) Term Loan - Amryt(6)
(88.0)
(88.0)
(88.0)
(-) DOJ/SEC Settlement - Amryt(7)
(4.0)
(4.0)
(4.0)
(-) Transaction Costs(8)
(20.0)
(20.0)
(20.0)
 
Indicated Combined Company Equity Value
$1,916.9
$2,066.5
$2,216.2
(÷) Fully Diluted Shares(9)
377.558
377.558
377.558
 
Indicated Combined Company Equity Value Per Share
$5.08
$5.47
$5.87
 
Indicated Merger Consideration(10)
$10.03
$10.81
$11.59
 
Indicated Chiasma Standalone Value Per Share
$7.53
$8.03
$8.53
Implied Premium
33.2%
34.6%
35.9%
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Combined Company Implied Enterprise Valuation Multiples
2021 POS Adjusted Revenue
$228
8.28x
8.94x
9.60x
2022 POS Adjusted Revenue
440
4.29x
4.63x
4.98x
2023 POS Adjusted Revenue
519
3.64x
3.93x
4.22x
 
2022 EBITDA
152
12.4x
13.4x
14.4x
2023 EBITDA
205
9.2x
10.0x
10.7x
2024 EBITDA
334
5.7x
6.1x
6.6x
2025 EBITDA
420
4.5x
4.9x
5.2x
(1)
Balance as of December 31, 2020 for Chiasma standalone includes marketable securities and restricted cash, per Chiasma management
(2)
Balance as of December 31, 2020 for Amryt standalone includes restricted cash, per Amryt management
(3)
Represents the payment obligation under the RIFA triggered by a change of control ($65m principal x 1.80x), per Chiasma management
(4)
Assumes the conversion of the Convertible Notes at maturity, April 1, 2025
(5)
Represents the estimated present value of future after-tax interest expense payments on the Convertible Notes
(6)
Balance as of December 31, 2020, per Amryt management
(7)
Represents balance outstanding as of December 31, 2020, which was paid off in Q1 2021, per Amryt management
(8)
Estimated transaction costs, per Amryt and Chiasma management
(9)
Represents the fully diluted shares of the combined company including the incremental 48.3 million shares from the conversion of the Convertible Notes
(10)
As of the delivery of the Oral Opinion, the preliminary exchange ratio represented 1.975 Amryt ordinary shares for each share of Chiasma common stock, or 0.395 Amryt ADSs (each Amryt ADS representing the right to receive five Amryt ordinary shares) for each share of Chiasma common stock
Summary
Duff & Phelps compared the indicated per share value range of Chiasma on a standalone basis of $7.53 to $8.53 to the estimated value range of the merger consideration based on the analysis described above of $10.03 per share to $11.59 per share, noting that the indicated values of the merger consideration compare favorably with the Chiasma standalone value indications.
Other Considerations
Duff & Phelps noted for the Chiasma Board certain additional factors solely for informational purposes, including, among other things, the following:
Historical Stock Trading Analysis – Chiasma
Duff & Phelps reviewed the historical trading prices and volume of the Chiasma common stock between May 1, 2019 and April 30, 2021. As part of its review, Duff & Phelps noted that the average daily trading volume of Chiasma common stock was approximately 1.003 million shares during the latest twelve-month period, or approximately 3.00 percent of Chiasma’s total common shares outstanding. Chiasma had numerous institutional investors and was covered by fourteen equity research analyst firms.
Historical Stock Trading – Amryt
Duff & Phelps reviewed the historical trading prices and volume of Amryt ordinary shares between September 25, 2019 and April 30, 2021 on AIM. As part of its review, Duff & Phelps noted that the average daily trading volume of Amryt ordinary shares was approximately 0.094 million shares during the latest twelve-month period, or approximately 0.12 percent of Amryt’s total common shares outstanding. Amryt had numerous institutional investors and was covered by seven equity research analyst firms.
Duff & Phelps also reviewed the historical trading prices and volume of the Amryt ADSs between July 8, 2020 and April 30, 2021 on the Nasdaq. As part of its review, Duff & Phelps noted that the average daily trading volume of the Amryt ADSs was approximately 0.026 million shares during the latest three-month period, or approximately 0.04 percent of Amryt’s total common shares outstanding. Amryt had numerous institutional investors and was covered by seven equity research analyst firms.
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Historical Premium Analysis
Duff & Phelps reviewed premiums paid in acquisitions of publicly traded companies in the biotechnology and pharmaceutical industries from January 2016 to April 2021. Per share premiums paid relative to share prices traded as of one-day prior to the announcement, one-week prior to the announcement and one-month prior to the announcement were analyzed and compared to the implied premium to be paid in the proposed transaction as detailed in the charts below. The first two charts summarize premiums for reviewed transactions where the consideration was paid in cash, stock or a combination of both. The second two charts summarize premiums for reviewed transactions where the entire consideration was paid in stock, which is similar to the proposed transaction.
Observations of Premiums Paid - Stock, Cash, and Mixed
Source: Capital IQ
Transactions announced, closed, or effective from January 2016 - April 2021
 
 
Premium as a % of
 
 
One-Day
Prior to Announcement
Date
One-Week
Prior to Announcement
Date
One-Month
Prior to Announcement
Date
Biopharmaceutical Companies
 
 
 
 
Average
72.1%
79.1%
104.0%
Median
59.4%
63.3%
83.5%
Number of Transactions
80
 
 
 
 
Chiasma(1)
 
85.2%
93.0%
84.0%
Observations of Premiums Paid - Stock, Cash, and Mixed
Source: Mergerstat
Transactions announced from January 2016 - April 2021
 
 
Premium as a % of
 
 
One-Day
Prior to Announcement
Date
One-Week
Prior to Announcement
Date
One-Month
Prior to Announcement
Date
Biopharmaceutical Premium Analysis
 
 
 
 
Average
91.0%
92.9%
103.8%
Median
59.8%
60.1%
72.4%
Number of Transactions
71
 
 
 
 
Chiasma(1)
85.2%
93.0%
84.0%
(1)
Based on the closing price of Chiasma common stock as of April 30, 2021 and the implied offer price based on the preliminary exchange ratio of 1.975 Amryt ordinary shares for each share of Chiasma common stock, or 0.395 Amryt ADSs (each Amryt ADS representing the right to receive five Amryt ordinary shares) for each share of Chiasma common stock
Note: Excludes transactions that imply a discount relative to the announcement price
Observations of Premiums Paid - Stock Only
Source: Capital IQ
Transactions announced, closed, or effective from January 2016 - April 2021
 
 
Premium as a % of
 
 
One-Day
Prior to Announcement
Date
One-Week
Prior to Announcement
Date
One-Month
Prior to Announcement
Date
Biopharmaceutical Companies
 
 
 
 
Average
48.1%
45.5%
67.1%
Median
40.7%
29.7%
92.4%
Number of Transactions
11
 
 
 
 
Chiasma(1)
85.2%
93.0%
84.0%
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Observations of Premiums Paid - Stock Only
Source: Mergerstat
Transactions announced from January 2016 - April 2021
 
 
Premium as a % of
 
 
One-Day
Prior to Announcement
Date
One-Week
Prior to Announcement
Date
One-Month
Prior to Announcement
Date
Biopharmaceutical Premium Analysis
 
 
 
 
Average
38.6%
28.5%
20.4%
Median
44.7%
30.5%
16.7%
Number of Transactions
5
 
 
 
 
Chiasma(1)
85.2%
93.0%
84.0%
(1)
Based on the closing price of Chiasma common stock as of April 30, 2021 and the implied offer price based on the preliminary exchange ratio of 1.975 Amryt ordinary shares for each share of Chiasma common stock, or 0.395 Amryt ADSs (each Amryt ADS representing the right to receive five Amryt ordinary shares) for each share of Chiasma common stock
Note: Excludes transactions that imply a discount relative to the transaction price, and transactions where all or part of the consideration includes cash
Transaction Control Premium
Duff & Phelps analyzed the implied control premium based on the preliminary exchange ratio by taking the Amryt closing 1-day price per common share and multiplying it by the preliminary exchange ratio.
Transaction Control Premium
 
 
 
 
Proposed
Transaction
Chiasma
Closing 1-day(1)
Chiasma
30-day VWAP(1)
Amryt Closing 1-day Share Price(1)
$2.797
 
 
 
 
Indicated Equity Value Per Share Price(2)
$5.52
$2.98
$3.09
Implied control premium
 
85.4%
78.8%
VWAP = Volume weighted average price
(1)
As of April 30, 2021
(2)
Based on the preliminary exchange ratio of 1.975 Amryt ordinary shares for each share of Chiasma common stock, or 0.395 Amryt ADSs (each Amryt ADS representing the right to receive five Amryt ordinary shares) for each share of Chiasma common stock
Duff & Phelps noted that the implied control premium based on the preliminary exchange ratio and the closing price of the Chiasma common stock of $2.98 per share on April 30, 2021 and Chiasma 30-day VWAP of $3.09 to the closing price of Amryt’s common stock of $2.797 on April 30, 2021 was 85.4 percent and 78.8 percent, respectively. This compares favorably to the median premiums and is similar to the average premiums for the biotechnology and pharmaceutical company transactions with cash and stock merger consideration shown above. Duff & Phelps also analyzed control premiums for all-stock transactions in the biotechnology and pharmaceutical industries, which was deemed to be more relevant to the proposed transaction given that the Chiasma stockholders are receiving shares in the combined company. The control premium implied by the preliminary exchange ratio in the proposed transaction compares favorably relative to the average and median premiums in the all-stock transactions.
Duff & Phelps noted that the estimated value of the merger consideration of $10.03 per share to $11.59 per share based on the DCF analysis represented a significant premium to the merger consideration represented above of $5.52 per share based on the closing prices of Amryt’s common stock on April 30, 2021. Furthermore, Duff & Phelps noted that their estimated value of Chiasma on a standalone basis of $7.53 per share to $8.53 per share also represented a significant premium to Chiasma’s closing price of $2.98 per share on April 30, 2021.
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Other Considerations
Duff & Phelps analyzed the relative contribution of each of Amryt and Chiasma looking at various metrics, including equity contribution based on the relative market capitalization of each company, projected POS adjusted revenue contribution, projected EBITDA contribution and projected unlevered free cash flow contribution. The relative contribution by each of Amryt and Chiasma was compared to the allocation of fully-diluted shares post-transaction.
Based on the terms of the proposed transaction and the preliminary exchange ratio, the Chiasma stockholders will hold 40 percent of the fully diluted shares of the combined company, assuming no conversion of the Convertible Notes, and approximately 34.9 percent of the fully diluted shares of the combined company assuming conversion of the Convertible Notes.
Based on the equity contribution of Chiasma represented by the market capitalization of each company (based on the closing price of Amryt and Chiasma’s common stock as of April 30, 2021), the relative ownership of the combined company by the Chiasma stockholders implied by the preliminary exchange ratio in the proposed transaction compares favorably. Based on the contribution by Amryt and Chiasma using financial metrics, such as the projected POS adjusted revenue, EBITDA, and free cash flow the relative ownership of the combined company by the Chiasma stockholders implied by the preliminary exchange ratio in the proposed transaction appears to be reasonable.

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Other
The issuance of the Duff & Phelps opinion was approved by its fairness opinion review committee.
Fees and Expenses
Pursuant to Chiasma’s engagement letter with Duff & Phelps, Chiasma agreed to pay Duff & Phelps a fee of $400,000 for its services, $100,000 of which was payable upon signing the engagement letter, $100,000 became payable upon the Chiasma Board’s decision to proceed exclusively with a specific buyer (regardless of whether under formal exclusivity) and $200,000 became payable upon Duff & Phelps informing the Chiasma Board that it was prepared to deliver the Duff & Phelps opinion. Chiasma also agreed to reimburse Duff & Phelps for its reasonable out of pocket expenses incurred in connection with its engagement and to indemnify Duff & Phelps, its affiliates, and each of their respective directors, officers, attorneys and other agents, stockholders, employees and controlling persons against certain liabilities, including liabilities under the federal securities laws, relating to or arising out of Duff & Phelps’s engagement.
No portion of Duff & Phelps’s fee was contingent upon either the conclusion expressed in the Duff & Phelps opinion or whether or not the proposed transaction is successfully consummated. Other than this engagement, during the two years preceding the date of the Duff & Phelps opinion, Duff & Phelps has not had any material relationship with any party to the proposed transaction for which compensation has been received or is intended to be received, nor is any such material relationship or related compensation mutually understood to be contemplated.
Torreya Capital, LLC
Chiasma has paid Torreya for its services as the financial advisor to Chiasma in connection with the transaction a retainer fee of $50,000, upon execution of its engagement letter, and has agreed to pay Torreya a transaction fee, which is contingent upon successful completion of the transaction. The transaction fee is currently estimated, based on the information available as of the date of announcement, to be between approximately $8.0 million and $10.0 million. Chiasma also has agreed to reimburse Torreya for its expenses incurred in connection with Torreya’s engagement and to indemnify Torreya and its subsidiaries, parents, affiliates and their respective successors and assigns against certain liabilities arising out of Torreya’s engagement.
Certain Prospective Financial Information Reviewed by the Chiasma Board and Its Financial Advisor
As a matter of course, neither Chiasma nor Amryt publicly discloses long-term projections of future financial performance due to among other things, the inherent difficulty of predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may not be realized. However, in connection with the exploration of strategic alternatives as described in this proxy statement/prospectus, including the proposals from Amryt to Chiasma to enter into the merger, Chiasma management prepared certain non-public, unaudited projections of financial performance for Chiasma and certain non-public, unaudited projections of financial performance for Amryt. The financial projections set forth below were based on certain internal assumptions about the probability of technical success and regulatory approval, launch timing, pricing, sales ramp, market growth, market share, competition and other relevant factors relating to the commercialization of Chiasma’s product candidates and assumptions related to the financial performance of Amryt, respectively.
The Unadjusted Chiasma Projections, Revised Unadjusted Chiasma Projections and Adjusted Chiasma Projections set forth below were developed under the assumption of continued standalone operation and did not give effect to any changes or expenses as a result of the merger, any restrictions that may be imposed in connection with the receipt of any necessary regulatory approvals, any changes to Chiasma’s or Amryt’s operations or strategy that may be implemented after completion of the merger, any other effects of the merger or any impact should the merger fail to be consummated. All of the financial projections set forth below were prepared solely for internal use and are subjective in many respects. As a result, there can be no assurance that the forecasted results will be realized or that actual results will not be significantly higher or lower than estimated. Since the unaudited forecasted financial information covers multiple years, such information, by its nature, becomes less predictive with each successive year. The estimates and assumptions underlying the unaudited forecasted financial information involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions that may not materialize and are inherently subject to significant uncertainties and contingencies, all of which are difficult to predict and many of which are beyond Chiasma’s or Amryt’s control.
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The financial projections set forth below also reflect assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and cause the financial projections set forth below to not be achieved include, but are not limited to: (1) conditions in the financing markets and access to sufficient capital; (2) the timing of regulatory approvals and introduction of new products; (3) the market acceptance of new products; (4) the success of clinical testing; (5) the availability of third-party reimbursement; (6) the impact of competitive products and pricing; (7) the effect of regulatory actions; (8) the effect of global economic conditions; (9) changes in applicable laws, rules and regulations; (10) the early development stage of Chiasma’s product candidates and the corresponding time horizons to reach market and (11) other risk factors described in Chiasma’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and Current Reports on Form 8-K, Amryt’s Annual Report on Form 20-F for the fiscal year ended December 31, 2020 and Reports of Foreign Private Issuer on Form 6-K, as well as “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in this proxy statement/prospectus. In addition, the financial projections set forth below may be affected by Chiasma’s and Amryt’s respective ability to achieve strategic goals, objectives and targets over the applicable period. Accordingly, there can be no assurance that the financial projections set forth below will be realized and actual results may vary materially from those shown.
The prospective financial information included in this proxy statement/prospectus was not prepared with a view toward public dissemination or compliance with published guidelines of the SEC or established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or generally accepted accounting principles, or GAAP, but, in the view of Chiasma’s management, was prepared on a reasonable basis, reflected, at the time the prospective financial information was prepared, the best currently available estimates and judgments, and presented, to the best of Chiasma management’s knowledge and belief at that time, the expected course of action and the expected future financial performance of Chiasma. However, this information is not fact and should not be relied upon as being necessarily indicative of future results and readers of this proxy statement/prospectus are cautioned not to place undue reliance, if any, on the prospective financial information. Neither Chiasma’s independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.
The summary below is included solely to give Chiasma stockholders access to certain long-term financial analyses and forecasts that were made available to the Chiasma Board and Duff & Phelps for purposes of performing analyses underlying the Duff & Phelps opinion, and is not included in this proxy statement/prospectus to influence a Chiasma stockholder’s decision whether to vote for the merger proposal or for any other purpose. The inclusion of a summary of the financial projections in this document does not constitute an admission or representation that the information is material. The inclusion of a summary of the financial projections set forth below should not be regarded as an indication that Chiasma and/or its affiliates, officers, directors, advisors or other representatives consider the financial projections set forth below to be necessarily predictive of actual future events and this information should not be relied upon as such. None of Chiasma, Amryt, the combined company and/or their respective affiliates, officers, directors, advisors or other representatives gives any stockholder of Chiasma or any other person any assurance that actual results will not differ materially from the financial projections set forth below.
The financial projections set forth below do not take into account any circumstances, transactions or events occurring after the date on which they were prepared. Some or all of the assumptions underlying the financial projections set forth below may have changed since the date the financial projections were prepared.
NEITHER CHIASMA NOR AMRYT HAS UPDATED, AND NEITHER CHIASMA NOR AMRYT INTENDS TO UPDATE OR OTHERWISE REVISE, THE UNAUDITED FORECASTED FINANCIAL INFORMATION TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH PROSPECTIVE FINANCIAL INFORMATION ARE NO LONGER APPROPRIATE.
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Certain of the measures included in the financial projections set forth below may be c