Amryt Pharma plc entered into an agreement to acquire Chiasma, Inc. from MPM Capital and others for approximately $290 million on May 4, 2021. The acquisition will be in an all-stock combination. Under the terms of the transaction, each share of Chiasma common stock issued and outstanding prior to the consummation of the transaction will be exchanged for 0.396 Amryt American Depositary Shares (“ADSs”), each representing five Amryt ordinary shares. Based on the fixed exchange ratio, Amryt shareholders prior to the transaction will own approximately 60% of Amryt post transaction and Chiasma shareholders prior to the transaction will own approximately 40% of Amryt post transaction. Chiasma is entitled to pay termination fee of $8 million to Amryt and Amryt is entitled to pay termination fee of $5 million Chiasma in case of termination. The Amryt team will continue to be led by Joe Wiley, Chief Executive Officer of Amryt. Raj Kannan, Chief Executive Officer of Chiasma, is expected to join the Board of Amryt on closing of the transaction, subject to regulatory approval. Chiasma will nominate one additional director to join the Board of Amryt, to be confirmed on closing. Post this transaction, Amryt's global headquarters will remain in Dublin, Ireland and its US headquarters will remain in Boston, Massachusetts.

Transaction is subject to the approval of Amryt and Chiasma shareholders and other customary closing conditions, including regulatory approvals, the Form F-4 and, if applicable, the Form F-6 shall have been declared effective, the Parent ADSs shall have been approved for listing on Nasdaq, any applicable waiting period under the HSR Act shall have expired or been terminated. The transaction has been approved and recommended by the Boards of both Amryt and Chiasma. Subject to the satisfaction or waiver of closing conditions. On June 17, 2021, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), expired at 11:59 p.m., Eastern time. On July 2, 2021, Chiasma filed with the U.S. Securities and Exchange Commission (the “SEC”) a definitive proxy statement with respect to the meeting of shareholders of Chiasma scheduled to be held on August 3, 2021. As of July 28, 2021, shareholder of Amryt approved the transaction. As of August 3, 2021, the transaction has been approved by shareholders of Chiasma. The transaction is expected to close in Q3 2021.

Moelis & Company LLC is serving as exclusive financial advisor and William B. Sorabella of Gibson, Dunn & Crutcher LLP is serving as legal advisor to Amryt in this transaction. Shore Capital is acting as NOMAD and Joint Broker to Amryt. Torreya Capital LLC is serving as financial advisor and Michael Bison, Lillian Kim, Jim Matarese, Jamila Hollins, Dan Lang, Tim Hurley, Ally Gao, Alex Apostolopoulos, Sarah Bock, Jen Luz, Cathy McCarty, Paul Jin, Stephanie Philbin, Jake Osborn, Amy Josselyn, Tim Holahan, Jackie Klosek, Andrew Harrow and Roger Cohen of Goodwin Procter LLP is serving as legal advisors to Chiasma. Chiasma's Board of Directors was provided a fairness opinion by Duff & Phelps. Duff & Phelps acted as financial advisor to Chiasma. MacKenzie Partners, Inc. acted as information agent to Chiasma. Chiasma estimates that it will pay MacKenzie Partners, Inc. a fee of approximately $10,000 plus reasonable expenses. American Stock Transfer & Trust Company, LLC acted as transfer agent to Chiasma. Chiasma agreed to pay Duff & Phelps a fee of $400,000 for its services, $100,000 of which was payable upon signing the engagement letter, $100,000 became payable upon the Chiasma Board's decision to proceed exclusively with a specific buyer (regardless of whether under formal exclusivity) and $200,000 became payable upon Duff & Phelps informing the Chiasma Board that it was prepared to deliver the Duff & Phelps opinion. Chiasma has paid Torreya for its services as the financial advisor to Chiasma in connection with the transaction a retainer fee of $50,000, upon execution of its engagement letter, and has agreed to pay Torreya a transaction fee, which is contingent upon successful completion of the transaction. The transaction fee is currently estimated, based on the information available as of the date of announcement, to be between approximately $8.0 million and $10.0 million.

Amryt Pharma plc completed the acquisition of Chiasma, Inc. from MPM Capital and others on August 5, 2021. Chiasma notified the NASDAQ Global Select Market (“Nasdaq”) of the consummation of the merger and requested that Nasdaq cease trading of Chiasma common stock on Nasdaq and suspend the listing of Chiasma common stock,