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):

December 21, 2013 ( December 15, 2013 )

Endo Health Solutions Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-15989	13-4022871
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
1400 Atwater Drive, Malvern, PA		19355
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code		(484) 216-0000
	Not Applicable
	Former name or former address, if changed since last report

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:

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

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

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

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

Item 1.02  Termination of a Material Definitive Agreement.

On January 21, 2014, Endo Health Solutions Inc. (“Endo”) and DM Merger Sub Inc. (“Purchaser”), an indirect, wholly-owned subsidiary of Endo, announced the termination by NuPathe Inc. (“NuPathe”) of the Agreement and Plan of Merger, dated December 15, 2013, by and among Endo, Purchaser and NuPathe (the “Merger Agreement”) pursuant to the terms and conditions of the Merger Agreement.

Pursuant to the terms of the Merger Agreement, and subject to the conditions thereof, Endo (through Purchaser) commenced a cash tender offer (the “Offer”) to purchase all of the issued and outstanding shares of the common stock, par value $0.001 per share, of NuPathe (the “Shares”) on December 23, 2013.  On January 21, 2014, Endo and Purchaser withdrew the Offer as a result of the termination of the Merger Agreement rendering a condition to the Offer incapable of being satisfied.

Prior to termination, NuPathe paid to Endo a $5,000,000 termination fee in accordance with the Merger Agreement and pursuant to the terms and conditions thereof.

A description of the material terms and conditions of the Merger Agreement was previously disclosed in Endo’s Current Report on Form 8-K filed on December 16, 2013 and, to the extent required by Item 1.02 of Form 8-K, that description is incorporated by reference herein.

Item 8.01.  Other Events.

On January 21, 2014, Endo issued a press release announcing the termination of the Merger Agreement and the withdrawal of the Offer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release issued by Endo, dated January 21, 2014

SIGNATURES

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.

ENDO HEALTH SOLUTIONS INC.
(Registrant)
By:	/ s/ Caroline B. Manogue
	Name:	Caroline B. Manogue
	Title:	Executive Vice President, Chief Legal Officer & Secretary

Dated: January 21, 2014

EXHIBIT LIST

Exhibit No.	Description
99.1	Press Release issued by Endo, dated January 21, 2014

EX-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 Merger Agreement with NuPathe Terminated

● Endo congratulates NuPathe on negotiating an improved agreement with Teva and accepts termination fee

MALVERN, Pa. – Jan. 21, 2014 – Endo Health Solutions (Nasdaq: ENDP) today announced that NuPathe Inc. (NASDAQ: PATH) has terminated its merger agreement with Endo.  Endo has received a $5 million termination fee from NuPathe.

“We believe that the agreement NuPathe has signed with Teva is positive news for NuPathe stockholders and as a result we accepted the termination fee and are now proceeding to withdraw our tender offer,” said Rajiv De Silva, president and CEO of Endo.  “We believe our offer represented fair value for NuPathe.  We will remain disciplined in our approach to M&A and will look to deploy capital on other opportunities to create value for our shareholders.”

About Endo

Endo Health Solutions Inc. is a U.S.-based specialty healthcare company with four distinct business segments that are focused on branded and generic pharmaceuticals, devices and services and provide quality products to its customers while improving the lives of patients. Through its operating companies - AMS, Endo Pharmaceuticals, HealthTronics and Qualitest - Endo is dedicated to finding solutions for the unmet needs of patients.

About the Tender Offer

THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES OF NUPATHE.

The solicitation and the offer to purchase shares of NuPathe common stock is being made pursuant to a Tender Offer Statement on Schedule TO that an affiliate of Endo filed with the with the U.S. Securities and Exchange Commission (SEC) on December 23, 2013.  NuPathe also filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer on December 23, 2013.

The Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, are available to all stockholders of NuPathe at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement are available for free at the Commission’s web site at www.sec.gov. Free copies of these materials and certain other offering documents will be made available by the information agent for the offer.

NUPATHE STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER.

Additional Information and Where to Find It

In addition to the Solicitation/Recommendation Statement, NuPathe files annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any reports, statements or other information filed by NuPathe at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549.

Please call the Commission at 1-800-SEC-0330 for further information on the public reference room. NuPathe’s filings with the Commission are also available to the public from commercial document-retrieval services and at the website maintained by the Commission at www.sec.gov.

Forward-Looking Statements

This press release 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. Because these statements reflect our current views, expectations and beliefs concerning future events, these forward-looking statements involve risks and uncertainties. Investors should note that many factors, as more fully described under the caption “Risk Factors” in Endo’s Form 10-K, Form 10-Q and Form 8-K filings with the Securities and Exchange Commission and as otherwise enumerated herein or therein, could affect Endo’s future financial results and could cause Endo’s actual results to differ materially from those expressed in forward-looking statements contained in our Annual Report on Form 10-K. The forward-looking statements in this press release are qualified by these risk factors. These are factors that, individually or in the aggregate, could cause our actual results to differ materially from expected and historical results. Endo assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.

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