Overview

It is proposed that a newly-formed Irish company (New Endo) will become the publicly-traded holding company for two public companies: Endo (a US public company) and Paladin (a Canadian pubic company). This is anticipated to avoid the U.S. anti-inversion rules in Code s. 7874 by virtue inter alia of the former Paladin shareholders holding more than 20% of the shares of New Endo (i.e., approximately 22.6%, corresponding to 35.4M ordinary shares).

Overview

It is contemplated that under an Alberta Plan of Arrangment, Celtic 5% convertible unsecured debentures will be converted into around 8.8M Celtic shares, based on the computation of a make-whole premium and the holders of the Celtic shares will receive $24.50 in cash and 1/2 Kelt share for each Celtic share. The cash consideration alone represents a 35% premium. Kelt will be a TSX-listed junior oil and gas exploration and production company. A private placement fo Kelt shares is expected to close immediately after the Plan of Arrangement.

Overview