• | all ordinary shares, par value £0.06 per share, of Amryt (“Amryt Ordinary Shares”) will be acquired by Chiesi pursuant to the Scheme of Arrangement; |
• | holders of Amryt Ordinary Shares as of the record time for the Scheme of Arrangement will, on the terms set out in the Scheme of Arrangement, have the right to receive for each Amryt Ordinary Share held by them at such time an amount equal to (i) $2.90 in cash plus (ii) one Milestone 1 CVR and one Milestone 2 CVR (each as defined below); and |
• | accordingly, holders of Amryt ADSs, as of the time that the Scheme of Arrangement becomes effective will have the right to receive for each Amryt ADS an amount equal to (i) $14.50 in cash (less a $0.05 per Amryt ADS cash distribution fee, and any other fees and expenses payable by such holders pursuant to the terms of the deposit agreement by and among Amryt, Citibank, N.A., as depositary, and the holders and beneficial owners of Amryt ADSs issued thereunder, and less any applicable withholding taxes) plus (ii) five Milestone 1 CVRs and five Milestone 2 CVRs. Chiesi has agreed to pay the cancellation fees that would otherwise be payable by holders of Amryt ADSs under such deposit agreement. |