UPDATE: Endo Offers to Buy Auxilium Pharma at $28.10/Share in Cash, Stock

Endo International plc

today announced that it has delivered a proposal to acquire all of the outstanding shares of Auxilium Pharmaceuticals, Inc.

for a per share consideration of $28.10 in a cash and stock transaction valued at $2.2 billion. Endo's proposal represents a premium of 31% to Auxilium's closing price on September 16, 2014 and a 40% premium to the average closing price of Auxilium shares for the previous 30 days.  Under the terms of the proposal, the consideration would include an approximately equal mix of cash and Endo stock.  Endo intends to fund the transaction through a combination of existing cash on hand and debt financing. "Endo's proposal would provide Auxilium shareholders a substantial premium and immediate cash value for their investment in Auxilium, as well as the opportunity to participate in the upside potential of a leading global specialty healthcare company," said Rajiv De Silva, president and chief executive officer of Endo.  "In light of the highly complementary nature of our two companies' commercial portfolios, the growth potential of Auxilium's Xiaflex® and the significant synergy opportunities, we believe this compelling strategic combination would result in and create benefits for both Endo and Auxilium shareholders, as well as for patients, customers and employees."                 "This transaction is well aligned with Endo's strategy to pursue accretive, value creating organic growth opportunities," continued Mr. De Silva. "We expect that Endo's leading presence in men's health, combined with our R&D capabilities and considerable financial resources will accelerate the growth of Xiaflex® and Auxilium's other products, enhancing the value of the combined company's portfolio.  Endo stands ready to engage immediately with Auxilium, complete our confirmatory diligence, negotiate a definitive agreement and complete this exciting transaction." Strategic and Financial Benefits of a Combined Endo and Auxilium o Highly Complementary Portfolio to Maximize the Value of Auxilium's Commercial Products:  Auxilium's 12 FDA approved products in urology, orthopedic and other areas are natural complements to the men's health and pain products in Endo's pharmaceuticals portfolio.  Endo expects to drive increased adoption and enhance the performance of Auxilium's Xiaflex^®, accelerate development of the product in potential new indications and optimize the broader portfolio of products at Auxilium.  The combined company will be well positioned to drive organic growth and to capitalize on additional future strategic M&A opportunities. o Significant Synergy Opportunities: Shareholders of the combined company are expected to benefit from significant synergy opportunities given the complementary nature of the companies' product portfolios and geographic locations. These synergies would be in addition to the $75 million reduction in annual operating expenses announced by Auxilium on September 9, 2014, as part of its new corporate restructuring initiative. o Strong Financial Profile:  Endo would continue to have a strong financial profile with a solid balance sheet, enhanced cash flow and improved financial flexibility to continue to execute the Company's strategy. In addition, Endo expects the transaction to be immediately accretive post close and meaningfully accretive in each year thereafter. Endo's proposal is subject to the completion of its due diligence review and the negotiation of mutually acceptable definitive transaction agreements containing customary closing conditions. Endo executives will be discussing the proposed transaction with analysts and investors on a conference call at 5:15 p.m. ET today. The conference call can be accessed by dialing (877) 415 3186 (U.S. dial-in) or (857) 244 7329 (international dial-in) and the passcode is 46501825. A replay of the call will be available from September 16, 2014 at 9:15 p.m. ET until 11:59 p.m. ET on September 23, 2014 by dialing (888)-286-8010 (U.S./Canada) or (617)-801-6888 (international) and entering the passcode 61500777. Accompanying slides will be available on Endo's website. Endo will webcast the call to all interested parties through its website: www.endo.com.   Citi is serving as financial advisor to Endo, and Sullivan & Cromwell LLP is serving as its legal advisor.