M&A - Endo, Inc.

Form Type: 8-K

Filing Date: 2025-04-04

Corporate Action: Merger

Type: Update

Accession Number: 000095010325004416

Filing Summary: Endo, Inc. filed a Form 8-K on April 1, 2025, reporting the approval of cash retention bonuses for certain executive officers to incentivize their retention and motivate them to complete a transaction agreement with Mallinckrodt plc and Salvare Merger Sub LLC. The bonuses consist of a Target Retention Bonus and a Discretionary Retention Bonus, with specific amounts allocated to various executives, including Scott Hirsch, Mark Bradley, Matthew J. Maletta, and Patrick A. Barry. The Target Retention Bonus vests in two installments contingent on the closing of the merger and has provisions for acceleration under certain termination circumstances. The specifics of the bonus structure and the executives involved are detailed within the document, with the definitive agreements filed as an exhibit.

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Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000110465925027291

Filing Summary: On March 19, 2025, Mallinckrodt plc held a town hall meeting to discuss its merger with Endo Pharmaceuticals. CEO Sigurdur Olafsson emphasized the complementary nature of the two companies, noting that both have faced financial restructuring and share a similar balance sheet strength, which enables synergies in both generics and brand business segments. Mallinckrodt aims to combine its strengths in specialty generics with Endo’s brand portfolio to create a more robust presence in the market, estimated to generate revenues of approximately $1.7 billion. The merger is expected to close in the second half of the year, pending regulatory approvals and shareholder votes from both companies. The meeting highlighted the successes achieved in 2024, including double-digit growth in Acthar sales, and established a roadmap for the future, focusing on both operational goals and the integration of both companies. Additionally, ongoing communication and transparency were promised during this transitional phase, despite acknowledging that change can create anxiety among employees.

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Form Type: 425

Filing Date: 2025-03-18

Corporate Action: Merger

Type: New

Accession Number: 000110465925024703

Filing Summary: Mallinckrodt plc announced an agreement to merge with Endo, Inc., aiming to establish a global, scaled pharmaceuticals leader. The merger will blend Mallinckrodt's diverse portfolio with Endo's capabilities in rare diseases and generics, enhancing their offerings and operational strengths. The new entity will be listed on the NYSE and is projected to close in the second half of 2025, pending approval from shareholders and regulatory bodies. The merger will allow for the combination of generics and sterile injectables businesses from both companies while keeping their operations separate until the finalization of the transaction. The announcement reassured that product availability from both companies will remain unchanged during this period, and Mallinckrodt plans to maintain investments in its brands throughout the integration process. Additionally, information was provided regarding upcoming filings needed for the transaction and a set of risks associated with both companies' operations and the merger itself.

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Form Type: 425

Filing Date: 2025-03-18

Corporate Action: Merger

Type: New

Accession Number: 000110465925025124

Filing Summary: Mallinckrodt plc and Endo Pharmaceuticals announced a merger, marking a significant milestone for both companies as they combine their operations post-restructuring. This merger is meant to leverage the complementary nature of both companies' businesses, which consists of branded products and a substantial generics portfolio. With a projected pro forma revenue of approximately $1.7 billion each from both the branded and generics divisions, the combined entity aims to enhance cash flow, strengthen its balance sheet, and ultimately invest in growth opportunities. The new company will initially operate from its headquarters in Dublin, Ireland, while maintaining a focus on integrating operations without disrupting ongoing business. The transaction is expected to close in the second half of 2025, pending regulatory and shareholder approvals. The leadership structure will see Sigurdur Olafsson as CEO and Paul Efron as board chair, with a nine-member board combining directors from both companies. The merger reflects both companies' strategies to streamline operations and drive future growth.

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Form Type: 425

Filing Date: 2025-03-17

Corporate Action: Merger

Type: New

Accession Number: 000119312525054914

Filing Summary: Endo, Inc. has entered into an agreement to merge with Mallinckrodt in a cash and stock transaction, aimed at creating a diversified pharmaceutical company with global scale. This merger is anticipated to enhance focus and cash flow, facilitating investment in growth. Paul Efron from Endo will chair the board of the combined company, which will also include current Mallinckrodt CEO Siggi Olafsson as President and CEO. Post-merger, Endo and Mallinckrodt will separate their generic pharmaceutical businesses and sterile injectables to form an independent entity with a strategic focus. The companies plan to list the merged entity on the New York Stock Exchange, with the transaction expected to close in the second half of 2025. Details about the merger will be outlined in a joint proxy statement and registration statement to be filed with the SEC, and shareholders are advised to review these documents upon their availability.

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Form Type: 425

Filing Date: 2025-03-17

Corporate Action: Merger

Type: New

Accession Number: 000119312525055725

Filing Summary: Endo, Inc. announced a proposed merger with Mallinckrodt plc, stating this merger is a transformative step that will enhance growth opportunities for both companies. Key points include: the combined entities are expected to provide therapeutic area expansion rather than selling synergies, with complementary portfolios across various treatments. Mallinckrodt's CEO, Siggi Olafsson, will lead the new combined company. Additionally, after the merger, Endo plans to spin off its generics and sterile injectables business into a standalone entity. This decision aims to sharpen the focus on their respective markets. Operating as separate companies until the merger's closure, both firms will maintain their current operations. More details about the spinoff will emerge after the merger's completion, expected in the second half of the year.

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Form Type: 425

Filing Date: 2025-03-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925023682

Filing Summary: On March 13, 2025, Mallinckrodt plc and Endo, Inc. held a joint conference call to discuss the proposed merger between the two companies. The merger aims to combine Mallinckrodt's and Endo's diversified pharmaceutical portfolios, creating a global industry leader positioned for growth and value creation. The agreement stipulates that Endo shareholders will receive $80 million in cash and own 49.9% of the combined entity, while Mallinckrodt shareholders will hold 50.1%. The merger is expected to close in the second half of 2025, subject to approvals. Significant synergies are anticipated, with at least $150 million in annual pre-tax savings by year three. The integrated entity will focus on two segments: branded pharmaceuticals and sterile injectables/generics, with plans for a future separation of the injectables and generics business. Leadership roles in the combined company have been outlined, with a new board structure to support the transaction.

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Form Type: 425

Filing Date: 2025-03-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525054910

Filing Summary: On March 13, 2025, Endo, Inc. entered into a Transaction Agreement with Mallinckrodt plc and Salvare Merger Sub LLC, outlining a business combination where Merger Sub will merge with Endo, with Endo surviving as a wholly owned subsidiary of Mallinckrodt. Each share of Endo's common stock will be converted into Mallinckrodt ordinary shares and cash consideration amounting to $80 million. The transaction targets the shareholders of Endo to own 49.9% of Mallinckrodt post-merger. Shareholder approvals from both companies are required, alongside certain regulatory approvals and court sanctioning in Ireland. The agreement includes customary representations, warranties, and covenants, and outlines various termination rights, including termination fees that must be paid under specific circumstances.

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Form Type: 425

Filing Date: 2025-03-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525054913

Filing Summary: Endo, Inc. has announced its agreement to combine with Mallinckrodt in a strategic merger aimed at forming a new global, scaled diversified pharmaceutical company. This merger is viewed as a combination of two complementary businesses that will enhance their capabilities across branded, generics, and sterile injectables segments. The completion of the merger is projected for the second half of 2025, pending requisite regulatory and shareholder approvals. Following the merger, the parties plan to segregate their generics and sterile injectables operations into an independently managed entity for improved focus and cash flow generation. Leadership for the new combined company has been defined, with Paul Efron as Board Chair and Siggi Olafsson from Mallinckrodt taking over as President and CEO upon completion. Endo plans to maintain its operational status until the merger closure, and intends to make necessary communications to its employees regarding any changes in roles or compensation as the integration progresses. The company expects to list the new entity on the New York Stock Exchange post-merger and will announce its name and other details in due course.

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Form Type: 8-K

Filing Date: 2025-03-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525054905

Filing Summary: On March 13, 2025, Endo, Inc. entered into a Transaction Agreement with Mallinckrodt plc and Salvare Merger Sub LLC. The agreement outlines a business combination where Merger Sub will merge with Endo, with Endo becoming a wholly owned subsidiary of Mallinckrodt. Shareholders of Endo will receive Mallinckrodt Ordinary Shares and cash consideration as part of the transaction, which includes an aggregate payment of $80 million, subject to adjustments. The agreement details various conditions for closing, including shareholder approvals and regulatory clearances. Notable governance changes post-merger include Paul Efron as Chair of the Board and Sigurdur Olafsson as CEO. The transaction is subject to customary representations, warranties, and conditions, and includes termination rights and compensation provisions for both companies in case the agreement is terminated prematurely. Financing for the transaction has been arranged, with Endo Finance Holdings, Inc. securing commitments for a total of $900 million in loans to facilitate the merger. The document also mentions shareholder voting agreements to support the transaction.

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Form Type: 425

Filing Date: 2025-03-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925023481

Filing Summary: On March 13, 2025, Mallinckrodt plc announced a definitive agreement to combine with Endo, Inc. The merger aims to create a global, scaled, diversified pharmaceuticals leader by merging complementary businesses that enhance patient access and accelerate innovation. The merger is projected to bring together durable branded products and expansive generic capabilities. Upon completion of the merger, Endo shareholders will receive $80 million in cash and will own 49.9% of the merged entity, with Mallinckrodt shareholders owning 50.1%, amounting to a pro forma enterprise value of $6.7 billion. The newly formed company will have its global headquarters in Dublin, Ireland, and will retain significant operational capacity, including the generic and sterile injectables business, which is planned to be separated later. Leadership will see Siggi Olafsson from Mallinckrodt as the CEO and Paul Efron from Endo as the Board Chair.

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Form Type: 425

Filing Date: 2025-03-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925023482

Filing Summary: Mallinckrodt has announced an agreement to combine with Endo, Inc., aiming to create a larger and more diversified pharmaceutical company. Endo, recognized for its global presence and focus on rare diseases, complements Mallinckrodt’s offerings, including generics and sterile injectables. The merger is expected to enhance capabilities and offer new growth opportunities, with intentions to separate combined generics and sterile injectables into a distinct entity post-transaction. Closing is anticipated in the second half of 2025, subject to regulatory approvals and shareholder consent. Both companies will operate independently until then.

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Form Type: 425

Filing Date: 2025-03-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925023483

Filing Summary: Mallinckrodt plc announced a merger with Endo, Inc., marking a significant milestone in its evolution. The combination aims to create a larger and more diversified company, enhancing scale and expertise in their respective pharmaceutical portfolios. They plan to operate as a pure-play branded pharmaceuticals company after the merger is finalized. The merger is expected to close in the second half of 2025, pending shareholder and regulatory approval. The proposed merger integrates both companies' generics and sterile injectables businesses, with plans to establish a dedicated integration planning team. Following the merger, Mallinckrodt's President and CEO will assume the same roles in the combined entity, supported by a new Board of Directors comprising members from both companies. Mallinckrodt emphasizes the complementary nature of their businesses and their shared values, focusing on improving patient outcomes.

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Form Type: 425

Filing Date: 2025-03-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925023493

Filing Summary: Mallinckrodt plc announced its agreement to merge with Endo, Inc., aiming to create a global leader in the pharmaceutical industry. The merger is intended to enhance capabilities, scale, and resources in serving healthcare needs. The combined entity is expected to have a strong balance sheet, offer better investment in innovation, and ensure a patient-centric focus. Post-merger, the plan is to integrate Mallinckrodt's generics business with Endo's sterile injectables and generics, leading to a potential future separation of this segment. The transaction is projected to close in the second half of 2025, pending shareholder approval and regulatory conditions. Until that time, both companies will continue operating independently. The communication emphasizes the importance of keeping shareholders informed and encourages them to read forthcoming documents related to the merger for critical insights.

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Form Type: 425

Filing Date: 2025-03-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925023497

Filing Summary: Mallinckrodt plc has announced an agreement to combine with Endo, Inc., aiming to create a diversified global pharmaceutical leader. The merger is seen as a significant milestone for Mallinckrodt, intending to bolster stakeholder value. Endo is recognized for its wide range of pharmaceutical offerings including specialized therapies for rare diseases, generics, and injectables aimed at hospital settings. Following the completion of this transaction, expected in the latter half of 2025, Mallinckrodt plans to merge its generics business with Endo’s operations, creating a separate entity focused on generics and injectables. Both companies will continue operating independently until the transaction is finalized, which is subject to shareholder and regulatory approvals. Mallinckrodt emphasizes its commitment to maintaining patient-centered programs and corporate social responsibility throughout this transition.

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Form Type: 425

Filing Date: 2025-03-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925023500

Filing Summary: Mallinckrodt plc and Endo, Inc. have announced a merger that aims to create a global leader in diversified pharmaceuticals. This strategic move is viewed as significant for enhancing stakeholder value and operational capabilities. Endo is recognized for its expertise in both branded and generic pharmaceuticals, particularly in rare diseases and sterile injectables. The merger is anticipated to yield a more scalable and innovative company, facilitating investments in business growth. Post-merger, the plan includes separating the generics business from the parent company to focus on branded pharmaceuticals. The transaction is expected to close in the second half of 2025, pending necessary approvals from shareholders and regulatory authorities. As of this announcement, both companies will continue their operations independently while maintaining existing contractual obligations.

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Form Type: 425

Filing Date: 2025-03-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925023502

Filing Summary: Mallinckrodt plc has announced a merger with Endo, Inc., aiming to create a diversified leader in the global pharmaceuticals market. The merger signifies a substantial opportunity for growth, especially in rare diseases and new therapeutic areas. Endo, which has a broad portfolio including generics and sterile injectables, will combine its expertise with Mallinckrodt's capabilities. Following the merger, plans include separating the generics and sterile injectables businesses to streamline operations and enhance focus on branded pharmaceuticals. The transaction is expected to close in the second half of 2025, pending approvals from shareholders and regulatory bodies. Both companies will continue to operate independently until the closing of the transaction.

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Form Type: 425

Filing Date: 2025-03-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925023505

Filing Summary: Mallinckrodt plc has announced a merger with Endo, Inc. to create a leading global specialty pharmaceuticals company. Endo, known for its diverse portfolio including high-demand pharmaceuticals, will enhance Mallinckrodt's capabilities in rare diseases and expand market presence. The merger is set to be executed in the second half of 2025, pending approval from shareholders and necessary regulatory reviews. Post-merger, Mallinckrodt plans to integrate and subsequently separate its generics business, positioning it and the broader company for significant growth opportunities. Both companies will remain independent until the closing of the transaction. The joint proxy statement and registration documents will be filed with the SEC, detailing further information about the merger and necessary steps for stakeholders.

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Form Type: 425

Filing Date: 2025-03-13

Corporate Action: Merger

Type: New

Accession Number: 000119312525054056

Filing Summary: Endo, Inc. has announced a proposed merger with Mallinckrodt plc, aimed at creating a diversified pharmaceutical company with global scale by combining their operations. The announcement was made through a LinkedIn post on March 13, 2025, which also included financial results for the fourth quarter and full year of 2024. Both companies will file relevant documents with the SEC regarding the merger, including a registration statement on Form S-4 and a joint proxy statement, which shareholders are urged to read carefully. The document outlines risks and forward-looking statements related to the merger, integration challenges, regulatory approvals, and possible outcomes that could affect the combined company's performance. Furthermore, it emphasizes the need for shareholder approvals and the expected timeline for the transaction.

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Form Type: 8-K

Filing Date: 2025-03-13

Corporate Action: Merger

Type: New

Accession Number: 000119312525053462

Filing Summary: On March 13, 2025, Endo, Inc. announced a combination with Mallinckrodt plc referred to as the Business Combination. The earnings release discussed the Company's financial results for the Successor three months and year ended December 31, 2024, and the Predecessor periods. The document elaborated on the use of non-GAAP financial measures, including adjusted net income, adjusted gross profit, and adjusted operating expenses, highlighting how these metrics are reconciled to GAAP. The Company emphasized that its non-GAAP measures provide valuable insights into operating performance, recommending investors to review both consolidated financial statements and reconciliations.

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