8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2014

ENDO HEALTH SOLUTIONS INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-15989	13-4022871
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1400 Atwater Drive, Malvern, Pennsylvania	19355
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (484) 216-0000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07 Submission of Matters to a Vote of Security Holders

On February 26, 2014, Endo Health Solutions Inc. (“Endo”) convened a special meeting of its stockholders (the “Special Meeting”) at Endo’s offices located at 1400 Atwater Drive, Malvern, PA 19355, relating to Endo’s pending acquisition of Paladin Labs Inc., a corporation incorporated under the laws of Canada (“Paladin”), through the formation of a new holding company incorporated in Ireland, Endo International plc (“New Endo”). The acquisition of Paladin will be effected by means of a plan of arrangement under Canadian law, pursuant to that certain Arrangement Agreement, dated as of November 5, 2013, by and among Endo, Paladin, RDS Merger Sub, LLC, a limited liability company organized in Delaware (“Merger Sub”) and certain other parties (the “Arrangement Agreement”). Pursuant to the Arrangement Agreement, immediately following the consummation of the plan of arrangement, Merger Sub will merge with and into Endo, with Endo as the surviving corporation in the merger (the “Merger”).

On January 22, 2014, the record date for the Special Meeting, there were 115,487,596 shares of common stock of Endo outstanding and entitled to vote. A quorum was present at the Special Meeting.

The Special Meeting was called to vote on the following proposals:

(1) Proposal 1. A proposal to approve and adopt the arrangement agreement and the transactions contemplated thereby (including the merger).

This proposal was approved as follows:

For	Against	Abstain	Broker Non-Vote
103,104,283	63,375	109,498	2,539,974

(2) Proposal 2. A proposal to approve, on a non-binding advisory basis, certain compensatory arrangements between Endo and its named executive officers relating to the merger among other things

This proposal was approved as follows:

For	Against	Abstain	Broker Non-Vote
102,491,611	534,139	251,406	2,539,974

(3) Proposal 3. A proposal to approve the creation of “distributable reserves” of New Endo, which are required under Irish law in order to allow New Endo to make distributions and pay dividends and to repurchase or redeem shares following completion of the transactions by reducing some or all of the share premium of New Endo.

This proposal was approved as follows:

For	Against	Abstain	Broker Non-Vote
105,612,882	91,162	113,086	0

In connection with the Special Meeting, Endo also solicited proxies with respect to a proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies if there were not sufficient votes at the time of the Special Meeting to adopt the arrangement agreement and transactions contemplated thereby (including the merger) (the “Adjournment Proposal”). The Adjournment Proposal, which was unnecessary in light of the attendance at the Special Meeting and the approval of Proposal 1 as indicated above, was not submitted to Endo’s stockholders for approval at the Special Meeting.

Item 8.01 Other Events

On February 26, 2014, Endo issued a press release announcing the results of the Special Meeting held on the same date. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release issued by Endo Health Solutions Inc. on February 26, 2014.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 26, 2014	ENDO HEALTH SOLUTIONS INC.
	By:	/s/ Caroline B. Manogue
	Name:	Caroline B. Manogue
	Title:	Executive Vice President, Chief Legal Officer and Secretary

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release issued by Endo Health Solutions Inc. on February 26, 2014.

EX-99.1

Exhibit 99.1

For Immediate Release

CONTACT:

Investors/Media:	Investors:
Blaine Davis	Jonathan Neely
(484) 216-7158	(484) 216-6645
	Media:
	Brian O’Donnell
	(484) 216-6726

Endo Announces Shareholder Approval of its Acquisition of Paladin Labs

MALVERN, PA– (February 26, 2014) — Endo Health Solutions Inc. (NASDAQ: ENDP) (“Endo”) today announced that, at the shareholder meeting held today, proposals related to Endo’s proposed acquisition of Paladin Labs Inc. (TSX: PLB) (“Paladin”) were approved by Endo’s shareholders.

As previously announced, on November 5, 2013, Endo and Paladin entered into an arrangement agreement pursuant to which each of Endo and Paladin will be acquired by a new Irish holding company, Endo International plc (“New Endo”). Under the terms of the arrangement agreement (a) New Endo will acquire Paladin pursuant to a plan of arrangement under Canadian law and (b) a newly formed subsidiary of New Endo will merge with and into Endo, with Endo as the surviving corporation in the merger and an indirect wholly owned subsidiary of New Endo.

Endo’s shareholder approval satisfies certain conditions to the closing of the proposed transaction. The proposed transaction remains subject to certain conditions and approvals, including approval of the Superior Court of Quebec, listing of New Endo shares and customary closing conditions, and is expected to occur promptly following satisfaction of all conditions.

About Endo:

Endo Health Solutions Inc. is a U.S.-based specialty healthcare company with business segments that are focused on branded pharmaceuticals, generics, and medical devices which deliver quality products to its customers intended to improve the lives of patients. Through its operating companies - Endo Pharmaceuticals, Qualitest, and AMS - Endo is dedicated to delivering value to our stakeholders: customers, patients, and shareholders. Learn more at www.endo.com.

About Paladin Labs:

Paladin Labs Inc., headquartered in Montreal, Canada, is a specialty pharmaceutical company focused on acquiring or in-licensing innovative pharmaceutical products for the Canadian and world markets. With this strategy, a focused national sales team and proven marketing expertise, Paladin Labs has evolved into one of Canada’s leading specialty pharmaceutical companies. Paladin Lab’s shares trade on the Toronto Stock Exchange under the symbol “PLB.” For more information about Paladin Labs please visit www.paladin-labs.com.

No Offer or Solicitation

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Additional Information

New Endo has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that includes the Proxy Statement/Prospectus of New Endo. Endo and Paladin mailed their respective shareholders the Proxy Statement/Prospectus and Circular, respectively, in connection with the transactions. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ENDO, PALADIN, THE TRANSACTIONS AND RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement/Prospectus and other documents filed with the SEC by Endo through the website maintained by the SEC at www.sec.gov. Investors and security holders may obtain free copies of the Circular and other documents filed by Paladin on the System for Electronic Document Analysis Retrieval (“SEDAR”) website maintained by the Canadian Securities Administrators at http://www.sedar.com. In addition, investors and shareholders may obtain free copies of the Proxy Statement/Prospectus and other documents filed by New Endo and Endo with the SEC by contacting Endo’s Corporate Secretary or by calling 484-216-0000, and will be able to obtain free copies of the Circular and other documents filed by Paladin on the SEDAR website by contacting Samira Sakhia or by calling 514-669-5367.

Safe Harbor Statement

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements including words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plan,” “will,” “may,” “look forward,” “intend,” “guidance,” “future” or similar expressions are forward-looking statements. These forward-looking statements may include, without limitation, statements regarding the completion of the proposed transaction and other statements that are not historical facts. Although Endo and Paladin each believe its forward-looking statements are reasonable, they are subject to important risks and uncertainties. Those include, without limitation, the failure to receive, on a timely basis or otherwise, the required approvals by Endo and Paladin shareholders, the Superior Court of Québec and applicable government and regulatory authorities, the terms of those approvals, the risk that a condition to closing contemplated by the arrangement agreement may not be satisfied or waived, the inability to realize expected synergies or cost savings or difficulties related to the integration of Endo and Paladin operations, the ability of the combined company to retain and hire key personnel and maintain relationships with customers, suppliers or other business partners, or other adverse events, changes in applicable laws or regulations, competition from other pharmaceutical companies, and other risks disclosed in Endo and Paladin’s public filings, any or all of which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. The forward-looking statements in this communication are qualified by these risk factors. As a result of these risks and uncertainties, the proposed transaction could be modified, restructured or not be completed, and actual results and events may differ materially from the results and events contemplated in these forward-looking statements and from historical results. Neither Endo nor Paladin assumes any obligation to publicly update any forward-looking statements, except as may be required under applicable securities laws, or to comment on expectations of, or statements made by the other party or third parties in respect of the proposed transaction. These forward-looking statements are not guarantees of future performance, given that they involve risks and uncertainties. Investors should not assume that any lack of update to previously issued forward-looking statement constitutes a reaffirmation of that statement. Continued reliance on forward-looking statements is at investors’ own risk.

For more information regarding these and other risks and uncertainties that Endo may face, see the section entitled “Risk Factors” in Endo’s Form 10-K, Form 10-Q and Form 8-K filings with the SEC and as otherwise enumerated herein or therein.

For more information regarding these and other risks and uncertainties that Paladin may face, see the section entitled “Risks Related to Paladin’s Business” in Paladin’s Information Form for the year ended December 31, 2012 and the sections in Paladin Management’s Discussion and analysis entitled “Concentration of Credit Risk and Major Customers,” “Liquidity Risk,” “Foreign Exchange Risk,” “Interest Rate Risk,” and “Equity Price Risk” contained in Paladin’s Annual Report for the year ended December 31, 2012 filed on the SEDAR website.

###