Mergers and Acquisitions

* On February 21, 2014,  Teva Pharmaceutical Industries has announced the successful completion of the tender offer by Train Merger Sub, a wholly-owned subsidiary of Teva, for all of the outstanding shares of common stock of NuPathe at a price of $3.65 per share in cash and the right to receive contingent cash consideration payments of up to $3.15 per share, net to the seller in cash without interest. The Offer expired at 12:00 midnight, New York City time, on February 20, 2014, and was not extended. The depositary for the offer has advised Teva that a total of 28,178,652 shares were validly tendered into and not validly withdrawn from the Offer (not including 1,229,499 shares tendered pursuant to notices of guaranteed delivery), representing approximately 80.01255%% of NuPathe's outstanding shares. The condition to the Offer that at least a majority of the outstanding shares of NuPathe's common stock on a fully diluted basis be validly tendered and not validly withdrawn prior to the expiration of the Offer was satisfied, and, accordingly, all such validly tendered shares were accepted for payment and Teva will promptly pay for all such shares in accordance with the terms of the Offer. As a result of its acceptance of the shares tendered in the Offer, Teva has acquired a sufficient number of shares of NuPathe's common stock to close the merger of Merger Sub with and into NuPathe without the affirmative vote of NuPathe's other stockholders, pursuant to Section 251(h) of the Delaware General Corporation Law. The merger is expected to occur as soon as practicable today. Upon completion of the merger, NuPathe will become a wholly-owned subsidiary of Teva.

* On January 21, 2014,  NuPathe has announced that it has terminated its agreement and plan of merger with Endo Health Solutions and its Board has withdrawn its recommendation that stockholders accept Endo's offer to acquire all outstanding shares of NuPathe common stock. NuPathe has also entered into an agreement and plan of merger with Teva Pharmaceutical Industries under which Teva will acquire NuPathe for $3.65 per share in cash. In addition to the upfront cash payment, NuPathe stockholders will receive rights to receive additional cash payments of up to $3.15 per share if specified net sales of NuPathe's migraine treatment, Zecuity® (iontophoretic patch that delivers sumatriptan), are achieved over time.

Under the terms of the agreement, an affiliate of Teva will promptly commence a tender offer to acquire all outstanding shares of NuPathe's common stock for $3.65 per share in cash and the right to receive contingent cash consideration payments of up to $3.15 per share if specified net sales thresholds for NuPathe's Zecuity® are achieved. The contingent cash consideration payments, which will not be publicly traded, are as follows:

- $2.15 per share in cash payable upon net sales of Zecuity® of at least $100 million in any four consecutive calendar quarters, on or prior to the 60th day following the ninth anniversary of the date of the first commercial sale of Zecuity®; and

- $1.00 per share in cash payable upon net sales of Zecuity® of at least $300 million in any four consecutive calendar quarters, on or prior to the 60th day following the ninth anniversary of the date of the first commercial sale of Zecuity®.

The transaction is expected to be completed in February 2014.