AMAG Pharmaceuticals acquires Lumara Health’s Maternal Health Business

The transaction was announced on September 29, 2014 and included upfront consideration of $600 million in cash and 3,209,971 shares of AMAG common stock, and additional contingent consideration of up to $350 million based on the achievement of sales milestones.

Lumara Health is the exclusive marketer of Makena(R) (hydroxyprogesterone caproate injection), the only U.S. Food and Drug Administration (FDA)-approved product indicated to reduce the risk of preterm birth in women who are pregnant with one baby and who have delivered one preterm baby spontaneously in the past. Lumara Health is committed to contributing to the fight against prematurity in a meaningful way.

The company’s focus includes helping to ensure that cost is not a barrier for patients. Its customer support center, the Makena Care Connection, has helped tens of thousands of women in the past year alone, providing insurance benefits and financial assistance, including assistance with commercial insurance copayments and providing the drug at no cost to eligible uninsured women.

"I am looking forward to building on the progress that Lumara Health has made and is making to reduce preterm birth. The emotional and economic toll of preterm births is enormous, and we’ll continue to work hard to ensure that every at-risk mother has access to Makena therapy," said William Heiden, president and chief executive officer of AMAG.

"I believe that this acquisition also provides a significant opportunity for us to strengthen Lumara Health’s patient-centric model with additional products and services, and through even stronger collaboration with healthcare providers and the broader maternal health community."

Lumara Health executive Ken Wilson will lead the new maternal health division within AMAG and will report to Mr. Heiden.

"Becoming a part of AMAG provides the ideal environment for us to strengthen our fight against preterm birth," said Ken Wilson, who will be president of AMAG’s Lumara Health maternal health division. "Bill Heiden has challenged the Lumara Health team to find innovative ways to help mothers at risk for preterm birth and to enhance our collaborative efforts with the maternal health community."

Mr. Wilson brings over 25 years of experience in the healthcare industry and, specifically, in the women’s health space. Prior to joining Lumara Health as executive vice president of the company’s maternal health division, Mr. Wilson held various leadership roles at Alere Health, Inc. (formerly Matria Healthcare), and has many accomplishments in women’s health, including physician practice enhancement programs, maternity and neonatal intensive-care unit (NICU) care management solutions for both Medicaid and commercial health plans, as well as pediatric experience for medically fragile children.

Mr. Wilson also has experience in planning, directing, and developing marketing, sales, and managed care strategies.

In connection with the completion of this transaction, AMAG has closed on a $340 million term loan, which will be used to fund part of the cash consideration for the acquisition of Lumara Health.

The facility has a six-year term, except that the term loans will mature on September 30, 2018 if (a) more than $25 million in aggregate principal amount of AMAG’s 2.50% Convertible Senior Notes due 2019 remain outstanding (and are not converted to common stock or refinanced and replaced with debt that matures following, and has no amortization prior to, the date that is six and one half years following the closing of the transaction), and (b) the aggregate principal amount of all term loans, including all undrawn incremental commitments, is greater than $50 million on and as of such date.

The facility bears interest at LIBOR plus 6.25% and is subject to a LIBOR floor of 1%. For a complete set of terms of the financing, please refer to the Form 8-K filed today with the Securities & Exchange Commission.

"The acquisition of Lumara Health accelerates AMAG’s transformation into a profitable specialty biopharmaceutical company and provides a strong operating and financial platform for future growth. Our integration plans are well underway, and we are already hard at work preparing to issue our combined 2015 financial guidance in early January," said Frank Thomas, executive vice president and chief operating officer at AMAG.

Prior to AMAG’s acquisition of Lumara Health, Lumara Health completed its previously announced disposition of a portfolio of women’s healthcare products to a third party, including through licenses and sublicenses of certain intellectual property rights associated with those products.