Endo, Inc.

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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)] A. NAME OF THE PARTIES TO THE COMBINATION 1. The names of the parties to the combination are: a. Endo, Inc. (the “Acquirer”), b. Endo International, plc. (“Target” or “Endo plc”), c. Endo US Holdings Luxembourg I S.à.r.l. (“Endo Luxembourg”), d. Endo India Holdings, LLC (the “Indian HoldCo”) e. Par Formulations Private Limited (“PFPL”), f. Par Active Technologies Private Limited (“PATPL”), g. Par Biosciences Private Limited (“PBPL”, and PFPL, PATPL and PBPL are collectively referred to as the “Indian Subsidiaries”). The Acquirer and the Target are collectively referred to as the “Parties”. B. THE NATURE AND PURPOSE OF THE COMBINATION Nature of the combination 2. 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. 3. The Proposed Transactions constitute an ‘acquisition’ under Section 5(a) of the Competition Act, 2002 (the “Competition Act”). Purpose of the combination 4. The Proposed Transactions are intended to maximize recovery to all creditors of Endo plc and its affiliates while ensuring the continuing business remains a financially strong and competitive enterprise upon emergence. C. PRODUCTS, SERVICES AND BUSINESS(ES) OF THE PARTIES TO THE COMBINATION 5. The Acquirer was incorporated on 5 December 2023 for the purposes of the Proposed Acquisition and is a Delaware corporation. 6. 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. 7. Endo Luxembourg and the Indian HoldCo are indirect wholly owned subsidiaries of the Target. 8. 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. 9. 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. 10. 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. D. THE RESPECTIVE MARKETS IN WHICH THE PARTIES TO THE COMBINATION OPERATE 11. The Proposed Transactions are being notified to the Hon’ble Commission under the ‘Green Channel’ route in accordance with the Competition Commission of India (Procedure in Regard to the Transaction of Business Relating to Combinations) Amendment Regulations, 2019 dated 13 August 2019 (F.No. CCI/CD/Amend/Comb. Regl./2019), since considering all plausible alternative market definitions, the Acquirer and the Target (together with their respective affiliates) do not, for the purposes of the Competition Act: a. have any relevant horizontal overlaps; b. have any relevant vertical relationships; or c. operate in any complementary businesses.