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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE RUSSELL THIELE and JEFFREY ) EDELMAN, Derivatively on Behalf of ) AMNEAL PHARMACEUTICALS, ) INC., ) Plaintiffs, ) ) v. ) C.A. No. 2022-0272-LWW ) KASHIV BIOSCIENCES, LLC,

Key Takeaway: A proposed settlement has been reached for a derivative lawsuit concerning Amneal Pharmaceuticals and its acquisition of a 98% interest in Kashiv Specialty Pharmaceuticals. The settlement aims to confer various benefits to Amneal, though direct financial compensation will not be provided to individual stockholders. A hearing is scheduled to evaluate the fairness of the settlement and to possibly approve the agreement. The action was originally taken by current stockholders alleging breach of fiduciary duty related to the acquisition.

Market Sentiment Analysis

POSITIVE FACTORS

  • Settlement of the lawsuit may lead to improved corporate governance for Amneal.
  • Financial benefits from the settlement are expected to positively impact Amneal.
  • The settlement was agreed upon through mediation, indicating a collaborative approach.

CONCERNS & RISKS

  • The settlement does not provide direct financial compensation to individual stockholders.
  • Concerns may still remain regarding the fairness of the original KSP Transaction.

Full Press Release Details

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
RUSSELL THIELE and JEFFREY )
EDELMAN, Derivatively on Behalf of )
AMNEAL PHARMACEUTICALS, )
INC., )
Plaintiffs, )
)
v. ) C.A. No. 2022-0272-LWW
)
KASHIV BIOSCIENCES, LLC, )
CHINTU PATEL, CHIRAG PATEL, )
GAUTAM PATEL, J. KEVIN BUCHI, )
JEFF GEORGE, JOHN KIELY, and )
SHLOMO YANAI, )
)
Defendants, )
)
-and- )
)
AMNEAL PHARMACEUTICALS, )
INC., a Delaware Corporation, )
)
Nominal Defendant. )
NOTICE OF PENDENCY OF SETTLEMENT
OF DERIVATIVE ACTION
( AMNEAL OR THE COMPANY, TRADING SYMBOL: AMRX)
PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. THIS NOTICE RELATES TO A PROPOSED SETTLEMENT OF A LAWSUIT AND CONTAINS IMPORTANT INFORMATION. YOUR
RIGHTS WILL BE AFFECTED BY THE LEGAL PROCEEDINGS IN THIS LITIGATION. IF THE COURT APPROVES THE PROPOSED SETTLEMENT, YOU WILL BE FOREVER BARRED FROM CONTESTING THE FAIRNESS, REASONABLENESS, AND ADEQUACY OF THE PROPOSED SETTLEMENT, OR FROM PURSUING
THE RELEASED CLAIMS DEFINED HEREIN.
BECAUSE THIS ACTION WAS BROUGHT AS A DERIVATIVE ACTION ON BEHALF AND FOR THE BENEFIT OF AMNEAL, THE BENEFITS
FROM THE SETTLEMENT WILL GO TO AMNEAL. INDIVIDUAL COMPANY STOCKHOLDERS WILL NOT RECEIVE ANY DIRECT PAYMENT FROM THE SETTLEMENT. IF YOU DO NOT OBJECT TO THE TERMS OF THE PROPOSED SETTLEMENT DESCRIBED IN THIS NOTICE, YOU DO NOT NEED TO TAKE ANY
The purpose of this notice (the Notice ) is to inform you of a proposed settlement (the Settlement ) of the
above-captioned action (the Action ) pending in the Court of Chancery of the State of Delaware (the Court ) and of a hearing to be held on July 25, 2023 at 11:00 a.m., in the Court of Chancery, Leonard L. Williams Justice
Center, 500 North King Street, Wilmington, Delaware 19801 (or by telephonic or video means as may be designated by the Court) (the Settlement Hearing ). The purpose of the Settlement Hearing is to: (a) determine whether the proposed
Settlement, on the terms and conditions provided for in the Stipulation and Agreement of Settlement dated May 2, 2023 (the Stipulation or Settlement Agreement ),1 is
fair, reasonable and adequate and in the best interests of Amneal and its stockholders; (b) determine whether the Court should enter an Order and Judgment as provided in the Stipulation and releasing the Plaintiffs Released Claims and
Defendants Released Claims; (c) hear the application by Plaintiffs counsel for an award of attorneys fees and reimbursement of litigation expenses and Plaintiffs service awards; (d) hear and determine any objections
to the Settlement or the application by Plaintiffs Counsel for an award of attorneys fees and expenses; and (e) rule on such other matters as the Court may deem appropriate.
This Notice describes the rights you may have under the Stipulation and what steps you may, but are not required to, take concerning the
proposed Settlement. If the Court approves the Settlement, the parties will ask the Court to approve the Final Order and Judgment that would end the Action.
THE FOLLOWING DESCRIPTION OF THE ACTION HAS BEEN PREPARED BY COUNSEL FOR THE PARTIES. IT IS NOT AN EXPRESSION OR STATEMENT BY THE COURT OF ANY FINDINGS OF
FACT, AND THE COURT HAS MADE NO FINDINGS WITH RESPECT TO SUCH MATTERS. NOR SHOULD THE FOLLOWING DESCRIPTION BE UNDERSTOOD AS AN EXPRESSION OF ANY OPINION OF THE COURT AS TO THE MERITS OF ANY OF THE CLAIMS OR DEFENSES RAISED BY ANY OF THE PARTIES.
Plaintiffs Russell Thiele and Jeffrey Edelman are current stockholders of Amneal. Nominal defendant Amneal, a Delaware corporation
with its headquarters in New Jersey, is a pharmaceutical company that specializes in the development, manufacturing, marketing, and distribution of generic and branded specialty pharmaceutical products. Defendant Kashiv Biosciences, LLC
( Kashiv ), a Delaware corporation with its headquarters in New Jersey, is a privately held biopharmaceutical company. Defendants J. Kevin Buchi, Jeff George, John Kiely, Shlomo Yanai, (collectively, the Conflicts Committee
Defendants ) and Defendants Chintu Patel, Chirag Patel, and Gautam Patel (collectively, the Amneal Group Defendants, and collectively with the Conflicts Committee Defendants and Kashiv, the Defendants ) are members of the
Amneal Board of Directors. Messrs. Buchi, George, Kiely, and Yanai are also members of the Amneal Board of Directors Conflicts Committee (the Conflicts Committee ).
On March 22, 2022, Plaintiffs filed a Verified Stockholder Derivative Complaint (the Complaint ) in which they assert on
Amneal s behalf breach of fiduciary duty and related claims against Defendants stemming from Amneal s acquisition of a 98% interest in Kashiv Specialty Pharmaceuticals, LLC ( KSP ), a business division of Kashiv, which closed on
April 5, 2021 (the KSP Transaction ). The KSP Transaction was a Related Person Transaction under Amneal s Related Person Transaction Policy and Procedures because members of the Amneal Group,
Amneal s controlling stockholder group, also hold an equity interest in Kashiv. As a result, the KSP Transaction was negotiated by the Conflicts Committee. The gravamen of the Complaint is that the KSP Transaction, as agreed to by the Conflicts
Committee, was unfair. Before bringing their Complaint, Plaintiffs sought books and records of Amneal concerning the KSP Transaction. In response to these requests, Amneal produced to Plaintiffs approximately fourteen hundred pages of documents,
which Plaintiffs Counsel reviewed and utilized in drafting the Complaint.
On June 3, 2022, Amneal and the Defendants filed motions to dismiss the Complaint, and
opening briefs in support thereof, including on the grounds that Plaintiffs failed to properly plead their standing to assert claims on behalf of Amneal under Court of Chancery Rule 23.1 and that, in any event, the Complaint should be dismissed for
failing to state claims under Court of Chancery Rule 12(b)(6). Thereafter, on July 29, 2022, Plaintiffs filed a Verified Amended Stockholder Derivative Complaint (the Amended Complaint ) against Defendants advancing similar claims.
On September 23, 2022, Amneal and the Defendants filed motions to dismiss the Amended Complaint, and opening briefs in support
thereof, including on the grounds that Plaintiffs failed to properly plead their standing to assert claims on behalf of Amneal under Court of Chancery Rule 23.1 and that, in any event, the Amended Complaint should be dismissed for failing to state
claims under Court of Chancery Rule 12(b)(6). On December 9, 2022, Plaintiffs filed an answering brief in opposition to the motions to dismiss. On January 20, 2023, Defendants filed reply briefs in further support of their motions to
Prior to argument on Defendants motions to dismiss, on March 13 and 14, 2023, the Parties attended a mediation
session with the Honorable Joseph R. Slights III of Wilson Sonsini Goodrich & Rosati, a former Vice Chancellor of the Delaware Court of Chancery with extensive experience presiding over and mediating complex business disputes, including
stockholder derivative actions brought in the Court. As a result of the mediation, the Parties reached an agreement providing for the settlement of Plaintiffs claims against Defendants and memorialized the terms of their agreement in a term
On May 12, 2023, the Parties entered into the Stipulation, which sets forth the terms and conditions of the Settlement.
On May 15, 2023, the Court entered the Scheduling Order providing for, among other things, the scheduling of the Settlement Hearing and
the distribution of this Notice.
THE COURT HAS NOT DETERMINED THE MERITS OF PLAINTIFFS CLAIMS OR THE DEFENSES THERETO. THIS NOTICE
DOES NOT IMPLY THAT THERE HAS BEEN OR WOULD BE ANY FINDING OF VIOLATION OF THE LAW BY THE DEFENDANTS AND AMNEAL OR THAT RECOVERY COULD BE HAD IN ANY AMOUNT IF THE ACTION WAS NOT SETTLED.
THIS NOTICE INCLUDES ONLY A SUMMARY OF THE SETTLEMENT TERMS AND CONDITIONS AND DOES NOT PURPORT TO BE A COMPREHENSIVE DESCRIPTION. THE COMPLETE TERMS AND
CONDITIONS OF THE SETTLEMENT ARE SET FORTH IN DETAIL IN THE STIPULATION AND THE EXHIBITS FILED THERETO, WHICH HAVE BEEN FILED WITH THE COURT.
The proposed Settlement confers financial, corporate governance, and other benefits upon Amneal. Because the Action was brought derivatively
by Plaintiffs on behalf of Amneal, the benefits of the Settlement will go directly to the Company.
In consideration of the proposed Settlement, Amneal and Kashiv shall enter into an Amendment No. 1 to the Membership Interest Purchase
Agreement dated January 11, 2021 by and between Kashiv and Amneal Pharmaceuticals LLC attached as Exhibit D to the Stipulation (the Royalty Reduction Amendment ). The January 11, 2021 Membership Interest Purchase Agreement is
attached as Exhibit F to the Stipulation.
Pursuant to the Royalty Reduction Amendment, Kashiv (including, as applicable, its successors
and assigns) shall reduce the royalties it is owed by Amneal under the Purchase Agreement by 1.15% (e.g., for illustrative purposes only, a 7% royalty would be reduced to 5.85%) (the Royalty Reduction ) for the products known as K114,
K128, and K131 (collectively, the Products ), provided however, that when the aggregate payment to Amneal from the Royalty Reduction reaches $11.5 million in net present value as of the date of Court approval of the Settlement (the
Cap ), the royalty rates for the Products will return to the original rates under the Purchase Agreement.
When a royalty payment is to be made from Amneal to Kashiv based on sales for one or more of
the Products, for purposes only of determining the time at which the Cap has been reached (i) the royalty payment amount will be discounted from the date of payment using a weighted average cost of capital of 10.5%, and (ii) the resulting
net present value of such royalty payment as of March 27, 2023 will then be subtracted from the Cap such that the Cap decreases with every royalty payment based on sales for one or more of the Products. Amneal will report any reduction in the
Cap made in connection with the foregoing mechanism to the Conflicts Committee on a quarterly basis.
Corporate Governance
Additionally, Defendants have agreed that the Conflicts Committee will adopt, implement, and maintain certain corporate
governance changes as set forth in the Stipulation. These corporate governance changes will remain in place until the earlier of a Transformative Transaction or three (3) years from the date of the Settlement Agreement, unless otherwise noted:
Amneal acknowledges and agrees that the pendency of the Action was a substantial factor in causing Amneal to add Deborah M. Autor, who is
deemed independent under NYSE listing standards, to join the Amneal Board of Directors (the Amneal Board ) as its eleventh director and appointing Ms. Autor to the Amneal Board s Conflicts Committee as its fifth member.
If the Settlement is approved, the Court will enter a Final Order and Judgment dismissing the Action with prejudice. Pursuant to the Final
Order and Judgment, and upon the Effective Date of the Settlement, the following releases will occur:
Releases Include Unknown Claims
The Releasing Parties shall be deemed to have waived any and all provisions, rights, and benefits conferred by any law of the United
States, any law of any state, or principle of common law that governs or limits a person s release of Unknown Claims to the fullest extent permitted by law. The Releasing Parties shall be deemed to relinquish, to the full extent permitted by
law, the provisions, rights, and benefits of Section 1542 of the California Civil Code, which provides:
A GENERAL RELEASE DOES NOT
EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
The Releasing Parties shall also be deemed to have waived any and all provisions, rights,
and benefits conferred by any law of any state of the United States or principle of common law that is similar, comparable, or equivalent to California Civil Code Section 1542. The Releasing Parties acknowledge that they may discover facts in
addition to or different from those that they now know or believe to be true with respect to the subject matter of the contemplated releases, but that it is their intention to fully, finally, and forever settle and release any and all claims
released hereby, known or unknown, suspected or unsuspected, which now exist or heretofore existed, from the beginning of time to the Effective Date, without regard to the subsequent discovery or existence of such additional or different facts, to
the fullest extent permitted by law.
The Stipulation defines these capitalized terms as follows:
Defendant Releasees shall mean each Defendant and Amneal, and each of their respective affiliates, and the officers, directors,
employees, and equity holders of each Defendant and Amneal and their affiliates, and each of their respective predecessors, successors, Immediate Family members, partners, insurers, representatives, attorneys (including Defendants Counsel),
auditors, and accountants, in their capacities as such.
Defendants Released Claims shall mean any and all manner of
claims, demands, rights, liabilities, losses, obligations, duties, damages, costs, debts, expenses, interest, penalties, sanctions, fees, attorneys fees, actions, potential actions, causes of action, suits, agreements, judgments, decrees,
matters, issues, and controversies of any kind, nature, or description whatsoever, whether disclosed or undisclosed, accrued or unaccrued, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated
or not liquidated, fixed or contingent, including known claims and Unknown Claims (as defined below), whether based on state, local, foreign, federal, statutory, regulatory, common, or other law or rule (including claims within the exclusive
jurisdiction of the federal courts), arising out of or relating to the Action through the date of this Stipulation, including, without limitation, all actions taken by Plaintiffs or Plaintiffs Counsel in connection with the initiation,
prosecution, and settlement of the Action through the date of this Stipulation. For the avoidance of doubt, Defendants Released Claims (i) do not include any claims against Amneal or any of its insurers,
co-insurers, or reinsurers for advancement or indemnity of
their legal fees, costs, and expenses incurred in connection with the Action and this Settlement, or any claims that any Defendant or Amneal may have against any of their respective insurers,
coinsurers, or reinsurers, to the extent such claims are not otherwise released pursuant to other documentation, and (ii) do not include any claims against Kashiv and its insurer, co-insurer and
reinsurers for advancement or indemnity of their legal fees (including attorneys fees), costs, and expenses incurred in connection with the Action and this Settlement.
Defendants Releasors shall mean each Defendant, and each of their respective heirs, successors, transferees, and assigns.
Plaintiffs Released Claims shall mean any and all manner of claims, demands, rights, liabilities, losses, obligations,
duties, damages, costs, debts, expenses, interest, penalties, sanctions, fees, attorneys fees, actions, potential actions, causes of action, suits, agreements, judgments, decrees, matters, issues and controversies of any kind, nature, or
description whatsoever, whether disclosed or undisclosed, accrued or unaccrued, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, including known
claims and Unknown Claims (as defined below), whether based on state, local, foreign, federal, statutory, regulatory, common, or other law or rule (including claims within the exclusive jurisdiction of the federal courts), that are, have been, could
have been, could now be, or could, can, or might be asserted, in the Action or in any other court, tribunal, or proceeding by Plaintiffs or any other Amneal stockholder derivatively on behalf of Amneal, or by Amneal directly, against any of the
Defendants Releasees, which, now or hereafter, are based upon, arise out of, or relate to any of the actions, transactions, occurrences, statements, representations, misrepresentations, omissions, allegations, facts, practices, events, claims,

Frequently Asked Questions

What is the nature of the lawsuit involving Amneal Pharmaceuticals?

The lawsuit is a derivative action brought by shareholders alleging breach of fiduciary duty related to Amneal's acquisition of Kashiv Specialty Pharmaceuticals.

Will individual Amneal stockholders receive settlement payments?

No, individual stockholders will not receive direct payments; benefits from the settlement go to Amneal.

What is the purpose of the Settlement Hearing?

The Settlement Hearing is to determine if the proposed Settlement is fair and adequate for Amneal and its stockholders.

When was the Settlement Hearing scheduled?

The Settlement Hearing is scheduled for July 25, 2023, at 11:00 a.m.

What will the settlement provide to Amneal?

The settlement confers financial, governance, and other benefits directly to Amneal.

Last updated: May 19, 2023