Endo International plc filed SEC Form 8-K: Costs Associated with Exit or Disposal Activities, Material Impairments, Financial Statements and Exhibits
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| (1) |
(1) On August 26, 2022, Endo International plc’s ordinary shares, which previously traded on the Nasdaq Global Select Market under the symbol ENDP, began trading exclusively on the market under the symbol ENDPQ. On September 14, 2022, Nasdaq filed a Form 25-NSE with the United States Securities and Exchange Commission and Endo International plc’s ordinary shares were subsequently delisted from the Nasdaq Global Select Market.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 2.05. | Costs Associated with Exit or Disposal Activities. |
On December 6, 2022, Endo International plc (together with its direct and indirect subsidiaries, “Endo” or the “Company”) announced that it will cease the production and sale of Endo Aesthetics’ QWO® (collagenase clostridium histolyticum-aaes) in light of market concerns about the extent and variability of bruising following initial treatment as well as the potential for prolonged skin discoloration.
This decision is expected to result in annualized pre-tax cash savings of approximately $50 million to $60 million and a reduction to Endo’s global workforce of approximately 90 full-time positions. In connection with ceasing production and sales of QWO®, Endo expects to incur total pre-tax restructuring charges of approximately $235 million to $250 million in the fourth quarter 2022. These estimated restructuring charges primarily consist of non-cash asset impairment charges of approximately $220 million to $230 million and $15 million to $20 million of cash costs related to employee separation costs and other charges. The Company believes that it is authorized to make this decision in the ordinary course; however, out of an abundance of caution, the Company will seek entry of an order from the United States Bankruptcy Court for the Southern District of New York approving this decision as a reasonable exercise of the Company’s business judgment.
Cleansing Materials
In connection with the decision, Endo delivered materials pursuant to confidentiality agreements (the “NDAs”) entered into by the Company (the “Cleansing Materials”). Pursuant to the NDAs, the Company has agreed to publicly disclose certain information, including the Cleansing Materials, upon the occurrence of certain events as set forth in the NDAs. A copy of the Cleansing Materials is furnished herewith as Exhibit 99.2 to this Current Report on Form 8-K. The Cleansing Materials are based solely on information available to the Company as of December 5, 2022.
The estimated savings, reductions, charges and costs noted above are subject to a number of assumptions. Actual results may differ materially as a result of various important factors, including the risks and uncertainties described under the heading “Cautionary Note Regarding Forward-Looking Statements” in the press release included as Exhibit 99.1 to this Current Report on Form 8-K, which are incorporated by reference herein.
| Item 2.06. | Material Impairments. |
The information required by this Item 2.06 is included under Item 2.05 of this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Number |
Description | |
| 99.1 | Press Release | |
| 99.2 | Cleansing Materials | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: December 6, 2022
| ENDO INTERNATIONAL PLC | ||
| By: | /s/ Matthew J. Maletta | |
| Name: | Matthew J. Maletta | |
| Title: | Executive Vice President, Chief Legal Officer and Company Secretary | |