お知らせ • Aug 01
Mallinckrodt plc completed the acquisition of Endo Inc. (OTCPK:NDOI).
Mallinckrodt plc entered into a definitive Transaction Agreement to acquire Endo Inc. (OTCPK:NDOI) on March 13, 2025. Under the agreement, Mallinckrodt will buy Endo in a cash-and-stock deal valued at $6.7 billion. The consideration will be paid in stock and cash. Under the terms of the agreement, Endo shareholders will receive a total of $80 million in cash (subject to possible adjustment) and Endo shareholders will own 49.9% of the combined company on a pro forma basis. After cash consideration, Mallinckrodt shareholders will own 50.1% of the combined company on a pro forma basis. Mallinckrodt and Endo plan to combine their generic pharmaceuticals businesses and Endo's sterile injectables business after the close of the transaction and intend to separate that business from the combined company at a later date. Such a separation would be subject to approval by the combined company's Board of Directors and other conditions. Mallinckrodt's headquarters in Dublin, Ireland, will serve as the combined company's global headquarters following the close. The location of the combined company's U.S. headquarters, as well as the corporate name, will be announced in due course. Mallinckrodt will continue as the holding company for the combined business, and Endo will become a wholly-owned subsidiary of Mallinckrodt. Mallinckrodt's existing senior secured term loans and senior secured notes are expected to be refinanced in connection with the transaction, while Endo's debt is expected to remain outstanding. The combined company is expected to be listed on the New York Stock Exchange (NYSE), subject to approval of the combined company's Board of Directors. Mallinckrodt is required to pay Endo a termination fee of $80.2 million if the Transaction Agreement is terminated under certain circumstances and Endo will pay a termination fee of $83 million to Mallinckrodt. Goldman committed to provide a $500 million incremental term loan facility and a $400 million bridge facility (the “Financing”), to finance the transaction.
Upon completion of the transaction, Siggi Olafsson, President and Chief Executive Officer of Mallinckrodt, will become President, CEO and a member of the Board of Directors of the combined company, and Paul Efron, a member of the Endo Board of Directors, will serve as Board Chair. The combined company's Board is expected to have a total of nine directors at close, including three additional directors from Mallinckrodt, three additional directors from Endo and one new director. The completion of the Transaction is subject to the satisfaction or waiver of certain customary conditions to the closing of the Transaction (the “ Closing ”), including, but not limited to, (i) the approval of the Articles Amendments by the Mallinckrodt’s shareholders; (ii) the adoption of the Transaction Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Endo Common Stock; (iii) the sanction of the Scheme by the High Court of Ireland (iv) the effectiveness of the registration statement for the offer of the Mallinckrodt Ordinary Shares to be issued in the business combination; (v) receipt of certain required regulatory approvals, including but not limited to, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (vi) the absence of any statute, rule or regulation which prohibits or makes illegal the consummation of the Transaction and any order or injunction preventing the consummation of the Transaction; and (vii) the accuracy (subject to certain materiality standards) of the representations and warranties made by the parties and material compliance by the parties with the covenants contained in the Transaction Agreement. The transaction, which has been unanimously approved by the Boards of Directors of both companies, is expected to close in the second half of 2025. As of June 13, 2025. Transaction approved by Mallinckrodt and Endo Shareholders.
Adam O. Emmerich, Victor Goldfeld and Viktor Spaezhnikov of Wachtell, Lipton, Rosen & Katz is serving as legal advisor of Mallinckrodt. Hogan Lovells acted as legal advisor to Mallinckrodt. Stephen Ranalow, Maeve Moran, Fintan Clancy, Orlaith Kane, David Molloy and Patrick Horan of Arthur Cox LLP acted as legal advisors to Mallinckrodt. Lazard, Inc. (NYSE:LAZ) acted as financial advisor to Mallinckrodt. Goldman Sachs & Co. LLC acted as financial advisor to Endo. Goldman Sachs will be paid a fee of $30 million. Jim Langston and Chelsea Darnell, John Kennedy, Carmen Lu and Patricia Vaz de Almeida; Brian Krause; Geoffrey Chepiga and Andre Bouchard of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to Endo. Deirdre Geraghty and Alan Casey of A&L Goodbody LLP acted as legal advisor to Endo. Michael Kaplan, Judah (Yehuda) Bareli, Albert Zhu, Michael Mollerus, Veronica M. Wissel, Nikolaus Caro, Howard Shelanski, David R. Bauer and Michael Davis of Davis Polk & Wardwell LLP acted as legal advisor to Endo. Goldman Sachs & Co. LLC acted as fairness opinion provider to Endo. Delano Furtado, Saumya Kakar and Aparna Mehra of Trilegal advised Mallinckrodt as the Indian legal advisor. D.F. King & Co., Inc. acted as information agent to Endo. D.F. King & Co., Inc. will be paid a fee of $0.01 million Innisfree M&A Incorporated acted as information agent to Mallinckrodt. PricewaterhouseCoopers LLP acted as Accountant to Endo Inc.
Mallinckrodt plc completed the acquisition of Endo Inc. (OTCPK:NDOI) on August 1, 2025. Under the terms of the agreement, which was announced on March 13, 2025 , Endo shareholders received a total of $100 million in cash and own 49.9% of Mallinckrodt on a pro forma basis. Mallinckrodt's pre-transaction shareholders own 50.1% of Mallinckrodt . The aggregate cash amount to Endo shareholders was increased from $80 million to $100 million to compensate for a reduction in the exchange ratio that was triggered to ensure that Mallinckrodt's pre-transaction shareholders own 50.1% of Mallinckrodt post-closing. On a per share basis, Endo shareholders are entitled to receive approximately in cash and 0.2575 of Mallinckrodt shares. Endo shares have ceased trading on the OTCQX.
Siggi Olafsson, who joined Mallinckrodt as President, CEO, and a member of the Board of Directors in June 2022 , now serves in the same capacity of the newly combined company. Paul Efron , formerly a member of the Endo Board of Directors, serves as Board Chair of Mallinckrodt. The Company's Board has nine directors – four from Mallinckrodt's board prior to the merger, including Mr. Olafsson, four from Endo's board prior to the merger, including Mr. Efron, and one jointly selected new director who will be announced shortly.
Georgeson, LLC is acting as information agent to Mallinckrodt.