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Endo, Inc. acquires substantially all of the business and assets of Endo International, plc. and one hundred percent of the shares of Endo Luxembourg. The transaction constitutes an acquisition under Section 5(a) of the Competition Act, 2002. The parties notify the combination to the Competition Commission of India under the Green Channel route. The parties do not have any horizontal overlaps, vertical relationships, or complementary businesses under the Competition Act.
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SUMMARY OF THE PROPOSED COMBINATION
[REGULATION 13 (1A) OF THE COMPETITION COMMISSION OF INDIA (PROCEDURE IN REGARD TO THE TRANSACTION OF BUSINESS RELATING TO COMBINATIONS) REGULATIONS, 2011 (AS AMENDED)]
The Acquirer and the Target are collectively referred to as the “Parties”.
Nature of the combination
The proposed transactions involve an acquisition by the Acquirer of (i) substantially all of the business and assets of the Target; and (ii) 100% of the shares of Endo Luxembourg (the “Proposed Acquisition”), which, pursuant to an internal restructuring within the group of the Target, will indirectly hold 100% of the shares of the Indian Subsidiaries (together with the Proposed Acquisition, the “Proposed Transactions”). The Proposed Transactions are being undertaken pursuant to the order of the United States Bankruptcy Court for the Southern District of New York dated 22 March 2024.
The Proposed Transactions constitute an ‘acquisition’ under Section 5(a) of the Competition Act, 2002 (the “Competition Act”).
Purpose of the combination
The Acquirer was incorporated on 5 December 2023 for the purposes of the Proposed Acquisition and is a Delaware corporation.
The Target is a global enterprise headquartered in Dublin, Ireland, and operates a specialty biopharmaceutical business that produces and sells both generic and branded products.
Endo Luxembourg and the Indian HoldCo are indirect wholly owned subsidiaries of the Target.
PFPL is a private limited company incorporated on 22 September 1982 under the Companies Act, 1956. PFPL is engaged in the business of developing and manufacturing dosage formulations. PFPL also owns and operates a pharmaceutical research and development center in India.
PATPL is a private limited company incorporated on 25 October 2013 under the Companies Act, 1956. PATPL is engaged in the business of developing and manufacturing Active Pharmaceutical Ingredients for export or deemed export to its group entities, including PFPL.
PBPL was incorporated on 15 June 2012 as a private limited company, under the Companies Act, 1956. PBPL was engaged in the business of research and development, however, PBPL has ceased its operations since 30 September 2022.
