aibioAmneal agrees to acquire Kashiv BioSciences for $375,000,000 in cash and 28,942,108 shares
Tickers AMRX
Amneal will pay $375 million in cash and issue 28,942,108 shares to buy Kashiv BioSciences, and some sellers are affiliates of the Amneal Group. Up to $350 million more depends on US regulatory milestones for Kashiv products.
Key facts
- Company
- Amneal Pharmaceuticals, Inc. (NASDAQ: AMRX)
- News type
- Financings
- Primary source
- Amneal Pharmaceuticals, Inc. Form 8-K filed April 22, 2026 (SEC EDGAR)
Amneal Pharmaceuticals, Inc. (Nasdaq: AMRX) agreed on April 21, 2026 to buy 100% of the membership interests of Kashiv BioSciences, LLC. The Form 8-K filed April 22, 2026 says Amneal will pay the sellers $375,000,000 in cash and issue 28,942,108 shares of Class A common stock at closing. The cash is subject to adjustments for cash, indebtedness, transaction expenses, working capital and operating costs between signing and closing. The press release puts the equity portion at $375 million. The deal has no financing condition and is expected to close in the second half of 2026.
Contingent payments and royalties
The sellers can receive up to $350 million more if Kashiv products reach certain US regulatory milestones, for up to six designated product candidates. They are also eligible for royalties for 12 years after closing, equal to 25% of the amount by which annual aggregate gross profit from certain products exceeds specified hurdles.
Related-party structure
Certain sellers are affiliates of the Amneal Group, as defined in Amneal's 2026 proxy statement filed March 25, 2026. An independent Conflicts Committee of five directors negotiated the agreement and unanimously found it advisable and fair to the company and its stockholders. The press release names Chirag Patel and Chintu Patel as Amneal's co-chief executive officers. The 8-K says each signed a restrictive covenants agreement with Amneal, barring them from competing with Kashiv's business for five years after closing. The agreement with Chirag Patel states that he owns equity in one or more of the sellers and will benefit from the sale proceeds those sellers receive.
Closing requires a majority of votes cast by holders of Amneal common stock to approve the share issuance. It also requires a majority of votes cast by the "Buyer Disinterested Stockholders" to approve the agreement. Other conditions include the expiration of the Hart-Scott-Rodino waiting period and other regulatory approvals. Either side may terminate if the deal has not closed by November 17, 2026, a date that moves to January 12, 2027 if only regulatory approvals are missing. Amneal also agreed to amend the definition of "Amneal Group" in its stockholders agreement.
Dilution and the company's figures
The 28,942,108 shares would be issued to the sellers at closing and add to the shares outstanding. The press release says the deal has a minimal impact on leverage and a path to below 3x net leverage by 2028. The press release also cites $400M to $500M in expected financial benefits. Those are the company's claims, and neither the 8-K nor the press release gives Kashiv's revenue, losses or cash position.
Amneal's 2025 annual report, filed February 27, 2026, shows revenue of $3.02 billion for 2025, up from $2.79 billion in 2024. It reports net income of $72.1 million for 2025, after a net loss of $116.9 million for 2024. Cash provided by operations was $340.0 million in 2025 and $295.1 million in 2024.
The press release also gives preliminary, unaudited first-quarter 2026 results. Consolidated net revenue was $723 million, against $695 million a year earlier. Net income was $78 million, against $25 million. Adjusted EBITDA was $202 million, against $170 million. The company raised its adjusted EBITDA guidance to $740 million to $770 million, from $720 million to $760 million. Its net revenue guidance stayed at $3.05 billion to $3.15 billion, so the revenue outlook did not change.
Advisers and what is missing
The press release names the advisers. Goldman Sachs & Co. LLC is financial adviser and Richards, Layton & Finger, P.A. is legal counsel to the Committee of Independent Directors. Simpson Thacher & Bartlett LLP is legal counsel to Amneal, among other financial and compliance advisers. J.P. Morgan Securities LLC is financial adviser and Holland & Knight LLP is legal counsel to Kashiv. The press release headline says the deal will "Create Global Biosimilar Leader", and it frames the acquisition as accelerating growth and diversifying revenue. Those are the company's claims. The 8-K and press release do not say how the cash portion will be funded, beyond the company's description of a balanced mix of upfront cash and equity.