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| Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA) and other federal securities laws. Any statements contained herein which do not describe historical facts, including among others, statements regarding expectations as the strategic and commercial fit of Cord Blood Registry (CBR) for AMAG’s maternal health business, its impact on AMAG’s diversification strategy focused on high-value specialty markets and its potential to drive accelerated product growth and acquisitions across AMAG’s product platform; AMAG’s belief regarding favorable market conditions for stem cell collection and storage companies generally and CBR in particular; AMAG’s beliefs regarding CBR being an industry-leading growth business and the #1 stem cell banking brand with healthcare providers and families; AMAG’s beliefs regarding CBR’s marketing capabilities; projections regarding the proposed transaction’s effects on adjusted EBITDA and earnings as well as AMAG’s net leverage ratio; projections regarding pro forma net revenue, anticipated cost synergies and CBR’s projected revenues; the expected timing of the closing of the transaction; expectations regarding CBR’s post-closing organizational structure, current CBR employees joining AMAG following the closing of the transaction and the contributions and responsibilities of those employees to AMAG’s and CBR’s continued operations; AMAG’s expectations for financing the transaction and use of financing proceeds to repay its existing senior secured term loan; expectations regarding CBR’s revenue mix and the loyalty of its customers; plans to increase clinical and research activities expected to grow the commercial utility of cord blood stem cells; expectations regarding CBR’s target market generally; the role of CBR’s Scientific and Medical Advisory Board; CBR being a high-margin business with a predictable revenue stream; AMAG’s plans to strengthen its maternal health business platform and bolster efforts to reach obstetricians as well as pregnant mothers and their families; beliefs that the CBR brand is poised for continued commercial success with increasing applications for the use of cord blood units in regenerative medicine; and beliefs regarding the importance of cord blood stem cells in general now and in the future are forward-looking statements which involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Statements about AMAG’s or CBR’s past financial results do not, and are not meant to, predict future results. AMAG can provide no assurance that such results and performance will continue. Such risks and uncertainties include, among others, (1) the possibility that the closing conditions set forth in the definitive acquisition agreement, including those conditions related to antitrust clearance, will not be met and that the parties will be unable to consummate the proposed transaction, (2) the chance that, despite having a commitment in place, AMAG will be unable to secure financing, or financing on satisfactory or anticipated terms, in amounts sufficient to consummate the acquisition and the possibility that such financing may have a dilutive effect on AMAG’s current stockholders, (3) the possibility that, if the acquisition is consummated, AMAG may not realize the expected benefits, synergies and opportunities anticipated in connection with the transaction, including that the transaction will further diversify AMAG’s revenue base, be immediately accretive to adjusted EBITDA, and result in expected annual synergies of approximately $15 million annually, (4) the challenges of integrating CBR into the AMAG organization, including CBR’s commercial team, as well as AMAG’s ability to retain key CBR talent and the resulting disruptions to AMAG's and CBR’s operations if it fails to do so, (5) AMAG’s ability to successfully continue the CBR business, including as a result of CBR’s service based business model, the market for stem cell research and the need for strategic pricing skills to optimize the forward looking business, (6) the potential for stem cell science and its recognition adoption and utility among the medical community, (7) the ethical, legal and social implications of stem cell research, and the possibility that negative public opinion about stem cell therapy may damage public perception of AMAG’s overall business and (8) such other risks identified in AMAG's Securities and Exchange Commission (SEC) filings, including AMAG's Annual Report on Form 10-K for the year ended December 31, 2014 and subsequent filings with the SEC. We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. |