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Whether or not you expect to attend the special meeting in person, please vote your shares as promptly as possible so that your shares may be represented and voted at the special meeting. Important, regardless of the number of shares you own.

We cannot complete the merger unless the Auxilium stockholders approve the proposal related to the merger. Approval of the second and third proposals at the special meeting is not a condition to the completion of the Is soliciting proxies for use at a special meeting of its stockholders to consider and vote upon (1) a proposal to adopt the merger agreement and approve the transactions contemplated thereby, (2) a proposal to approve, on a non-bindingĪdvisory basis, certain compensatory arrangements between Auxilium and its named executive officers relating to the merger and (3) a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if thereĪre insufficient votes at the time of the special meeting to adopt the merger agreement and approve the transactions contemplated thereby. Endo ordinary shares trade on NASDAQ under the symbol ∾NDP” and on the Toronto StockĮxchange under the symbol ∾NL,” and shares of Auxilium common stock trade on NASDAQ under the symbol ∺UXL.” Ordinary shares deliverable in respect of Auxilium’s equity awards, convertible notes and warrants) does not exceed 18,610,000 Endo ordinary shares. Respect of all shares of Auxilium common stock does not exceed $845 million, subject to adjustment pursuant to the terms of the merger agreement, and the total number of Endo ordinary shares issued to Auxilium stockholders as a whole (excluding Endo Stockholders who make the cash election or the stock election will be subject to proration so that the total amount of cash paid in Shares ofĪuxilium common stock with respect to which no election is made will receive the standard election consideration. Time restrictions pursuant to the Auxilium share plan) will be converted into the right to receive, at the stockholder’s election, either (1) a combination of $16.625 in cash and 0.2440 Endo ordinary shares (the “standard electionĬonsideration”) (2) $33.25 in cash (the “cash election consideration”) or (3) 0.4880 Endo ordinary shares (the “stock election consideration”) for each share of Auxilium common stock that they own. (except for certain shares held by Auxilium, Endo, or their respective subsidiaries, shares held by Auxilium stockholders who properly seek appraisal in accordance with Delaware law and shares of Auxilium common stock subject to vesting or other The acquisition of Auxilium will be effected under Delaware law.Īs a result of the merger, each share of Auxilium common stock Following the merger, Auxilium common stock will be delisted from the NASDAQ Global Market (“NASDAQ”) and deregistered under the United States Securities and Exchange Act of 1934 and cease to be publicly Auxilium will be the surviving corporation and, through the merger, will become an indirect The combination of Auxilium and Endo, Avalon Merger Sub Inc., an indirect subsidiary of Endo, will be merged with and into Auxilium (the “merger”).

and Avalon Merger Sub Inc., as amended and restated by that certain Amended and Restated Agreement and Plan of Merger, dated November 17, 2014 (collectively, the “merger agreement”). (∺uxilium”) and Endo International plc (∾ndo”) agreed to a business combination under the terms of the Agreement and Plan of Merger amongĪuxilium, Endo, Endo U.S. Previously announced, on October 8, 2014, Auxilium Pharmaceuticals, Inc. MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT