Welcome to the Special Meeting of Stockholders for Amneal Pharmaceuticals, Inc. Our host for today's call is Paul Meister, Chairman of the Board of Directors. I will now turn the call over to your host. Mr. Meister, you may begin.
Thank you. Good morning, ladies and gentlemen. It is 9:00 A.M. I would like to officially call to order the Special Meeting of Stockholders of Amneal Pharmaceuticals, Inc. I'm Paul Meister, the Chairman of the Board of Amneal Pharmaceuticals, and I will be presiding over this meeting today. We are conducting this Special Meeting virtually. The agenda and rules of conduct have been provided on the virtual meeting website and outline how we will proceed with today's meeting. To conduct an informative, orderly, and constructive meeting, we ask that participants abide by these rules. As stated in the rules of conduct, if you would like to submit a question, you may do so following the instructions on the meeting website.
We ask that you limit yourself to one question or comment and restrict your questions to matters pertaining to the items to be voted upon at the special meeting today. Thank you for your cooperation with these rules. Jason Daly, the company's Chief Legal Officer, Executive Vice President, and Corporate Secretary, is joining us today, as is Dennis Butkiewicz, the company's Associate General Counsel, Vice President, and Assistant Secretary. Jason will act as secretary of the meeting. Also joining today's meeting are our Inspector of Election, John Mirva of American Election Services, and Anthony Sgammato of Ernst & Young, the company's independent auditor. The first order of business before us is a report from the secretary. Mr. Secretary, will you please advise us whether the meeting is duly constituted?
Mr. Chairman, I have an affidavit of distribution from Broadridge Financial Solutions stating that the notice of this meeting and proxy materials were mailed beginning June 29, 2026 to all stockholders of record as of the close of business on June 25, 2026. We are informed that more than 90% of the shares of Amneal's outstanding Common Stock entitled to vote at this meeting are present or represented by proxy. Therefore, we have a quorum present for the conduct of business, and this meeting is duly constituted.
Thank you, Mr. Secretary. The meeting is now open for the purpose of transacting business properly before it. We will close the polls on all matters immediately after the presentation of today's proposals. Most of you have already voted by proxy, and your shares will be voted accordingly. You do not need to vote again at this time unless you wish to change your vote. If anyone would like to vote now or revoke his or her prior vote, please follow the instructions on the meeting website before the polls close. I will now present the proposals that our stockholders will be voting on at the meeting. All such proposals are further described in the proxy materials.
The first item of business is a proposal to approve the Membership Interest Purchase Agreement, dated as of April 21, 2026, among Amneal Pharmaceuticals and Kashiv BioSciences, LLC, each of the persons listed on the signature pages thereto under the heading "Sellers," and KB Seller Representative LLC, in its capacity as representative of the sellers, pursuant to which Amneal Pharmaceuticals will purchase from the sellers and the sellers will convey, sell, assign, transfer, and deliver to Amneal Pharmaceuticals 100% of the issued and outstanding membership interests of Kashiv BioSciences, LLC and the transactions contemplated thereby. The vote required to approve this proposal is the affirmative vote of a majority of the votes cast at this special meeting by the Amneal disinterested stockholders, present in person or represented by proxy at this Special Meeting and entitled to vote thereon.
The second item of business is a proposal to approve the issuance of 28,942,108 shares of Class A common stock, $0.01 par value per share of Amneal Pharmaceuticals to the sellers in connection with the Membership Interest Purchase Agreement and the transactions contemplated thereby for the purposes of complying with Nasdaq Listing Rule 5635(a)(2) and satisfying the related conditions contained in the Membership Interest Purchase Agreement. The vote required to approve this proposal is the affirmative vote of a majority of the votes cast at this special meeting by the holders of shares of Common Stock present in person or represented by proxy at this special meeting and entitled to vote thereon.
The third item of business is a proposal to adjourn this meeting under certain circumstances, but it won't be necessary to consider that proposal today. The Independent Committee unanimously recommends that stockholders vote for each of the transaction proposal and the stock issuance proposal. In addition, the Board of Directors recommends that stockholders vote for each of the transaction proposal and the stock issuance proposal. We will now pause to address any stockholder questions we have received related to these proposals.
There are no questions relating to the proposals.
Seeing no questions on the proposals, I declare the polls closed. If the Inspector of Election is ready, I ask the Secretary to report on the preliminary voting results.
Mr. Chairman, we have been informed by the Inspector of Election that based on the preliminary voting results, each of the transaction proposal and the stock issuance proposal has been approved. Following the meeting, we will publicly announce the official voting results once all the verifications have been completed by the Inspector of Election.
Thank you, Mr. Secretary. The legal portion of the meeting is now adjourned. This concludes our Special Meeting of Stockholders. Thank you all for participating.
This now concludes the meeting. Thank you for joining, and have a pleasant day.