Amneal Pharmaceuticals (AMRX) Proxy filing summary

Executive summary

• A special meeting is called for shareholders to approve the acquisition of 100% of Kashiv BioSciences, LLC by purchasing all membership interests for $375 million in cash, 28,942,108 shares of Class A common stock, up to $350 million in contingent milestone payments, and 25% royalty on certain gross profits over 12 years.

• The transaction is structured to expand into the biosimilars market, with the board and an independent committee unanimously recommending approval after extensive diligence and negotiation.

• The deal is subject to regulatory approvals, including HSR Act clearance and Indian government consent, and is expected to close in the second half of 2026.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: (1) approval of the purchase agreement and transaction, (2) approval of the stock issuance, and (3) approval to adjourn the meeting if necessary.

• Approval of the transaction requires a majority of votes cast by disinterested shareholders; approval of the stock issuance requires a majority of all votes cast.

• The board and independent committee recommend voting FOR all proposals.

Board of directors and corporate governance

• The independent committee, comprised solely of disinterested directors, led negotiations and had full authority over the transaction.

• Certain directors and executives have interests in both companies; these were disclosed and considered in the approval process.

• Restrictive covenants agreements were executed with key executives to prevent competition and solicitation for five years post-closing.