M&A - Mallinckrodt plc

Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-18

Corporate Action: Merger

Type: Update

Accession Number: 000095017025041642

Filing Summary: This Amendment No. 3 updates the Schedule 13D originally filed on November 24, 2023, with subsequent amendments made on January 22, 2024, and July 8, 2024. It states that the Reporting Persons currently hold 1,692,330 shares of Common Stock of Mallinckrodt plc, which had 19,762,306 shares outstanding as of March 7, 2025. The source of funds for their purchase is from their working capital. Additionally, it notes the Reporting Persons purchased 100,000 shares on March 14, 2025, at a price of $94.00 per share. A significant update involves the Issuer's announcement of a Transaction Agreement dated March 13, 2025, with Endo, Inc., and Salvare Merger Sub LLC for a business combination where Endo will merge into the Issuer and become a wholly owned subsidiary. The Reporting Persons have also entered into a Voting Agreement supporting this transaction, committing to vote in favor of the merger as outlined in the attached Voting Agreement.

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Form Type: 425

Filing Date: 2025-03-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925023219

Filing Summary: On March 13, 2025, Mallinckrodt plc entered into a Transaction Agreement with Endo, Inc. and Salvare Merger Sub LLC. The agreement stipulates that Mallinckrodt will amend its articles of association through a scheme of arrangement, leading to the merger where Endo will become a wholly owned subsidiary of Mallinckrodt. Each share of Endo Common Stock, excluding certain excluded shares, will be converted into Mallinckrodt Ordinary Shares and cash totaling $80 million. The transaction is subject to several closing conditions, including shareholder approvals and regulatory clearances. Following the merger, Mr. Sigurdur Olafsson will become CEO and the Board of Directors will comprise nine members, with representation from both companies. The agreement includes customary representations, warranties, covenants, and conditions under which the transaction may be terminated. Additionally, the combined company will pursue various financing arrangements to support the transaction.

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Form Type: 425

Filing Date: 2025-03-13

Corporate Action: Merger

Type: Update

Accession Number: 000110465925023353

Filing Summary: Mallinckrodt plc has entered into a Transaction Agreement with Endo, Inc. and Salvare Merger Sub LLC, a wholly owned subsidiary of Mallinckrodt, as reported on March 13, 2025. This amendment to the previous Form 8-K is to file the Transaction Agreement and a Voting Agreement. The Transaction Agreement outlines the details of the proposed business combination between Mallinckrodt and Endo, including plans to integrate their generic pharmaceuticals and Endo's sterile injectables business. The document provides insights into the anticipated benefits, potential integration risks, and related operational uncertainties of the merger. Additionally, it highlights the requirement for shareholder approvals and outlines potential forward-looking statements about the combined company's future performance. Subsequent filings relevant to the Transaction will include a registration statement on Form S-4 with the SEC, which contains further detailed risks and information regarding the proposed transaction.

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Form Type: 425

Filing Date: 2025-03-13

Corporate Action: Merger

Type: Update

Accession Number: 000110465925023480

Filing Summary: On March 13, 2025, Mallinckrodt plc reported a merger agreement with Endo, Inc. and Salvare Merger Sub LLC. This agreement is part of a Transaction Agreement dated the same day. The filing includes a Voting Agreement with shareholders of Endo and a revised Investor Presentation. The merger aims to combine their generics pharmaceuticals businesses and Endo's sterile injectables business, with plans for a future separation. The report highlights forward-looking statements about the merger's anticipated benefits, integration risks, and uncertainties regarding shareholder approvals and regulatory conditions. It also emphasizes the necessity for stakeholders to read forthcoming registration statements and proxy materials for detailed information.

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Form Type: 8-K

Filing Date: 2025-03-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925023217

Filing Summary: On March 13, 2025, Mallinckrodt plc entered into a Transaction Agreement with Endo, Inc. and its subsidiary Salvare Merger Sub LLC to facilitate a business combination where Merger Sub will merge into Endo, making Endo a wholly owned subsidiary of Mallinckrodt. The merger involves amending the Company’s memorandum and articles of association through a scheme of arrangement, subject to shareholder and regulatory approvals. Each share of Endo Common Stock will be converted to shares of Mallinckrodt with a total cash consideration of $80 million. The merger enables Mallinckrodt shareholders to own 50.1% of the combined company's shares post-merger. The agreement includes various customary conditions, representations, warranties, covenants, and specified termination rights, including significant termination fees under certain conditions. Governance post-merger will involve new management roles, and financing arrangements have been established for the deal.

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Form Type: 8-K/A

Filing Date: 2025-03-13

Corporate Action: Merger

Type: Update

Accession Number: 000110465925023351

Filing Summary: On March 13, 2025, Mallinckrodt plc entered into a Transaction Agreement with Endo, Inc. and Salvare Merger Sub LLC, a wholly-owned subsidiary of the Company. This Amendment to Form 8-K A aims to file the Transaction Agreement and a Form of Voting Agreement which involved shareholders of the Company. The Current Report serves to enhance the understanding of the agreements by including detailed references to the original Form 8-K and its previously disclosed terms. The disclosed Transaction Agreement outlines the proposed business combination between Mallinckrodt and Endo, which encompasses planned synergies and benefits associated with the merger, the operational unification of their generics pharmaceutical businesses, and the intended future separation of certain businesses post-transaction. Additionally, various forward-looking statements highlight potential risks and uncertainties associated with the transaction, including integration challenges and market reception.

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Form Type: 8-K/A

Filing Date: 2025-03-13

Corporate Action: Merger

Type: Update

Accession Number: 000110465925023476

Filing Summary: On March 13, 2025, Mallinckrodt plc, Endo, Inc., and Salvare Merger Sub LLC entered into a Transaction Agreement. This amendment further updates the Original Form 8-K by filing the form of Voting Agreement between the Company and Endo's shareholders as Exhibit 99.1 and providing a revised Investor Presentation as Exhibit 99.2. The proposed business combination transaction aims to combine Mallinckrodt's and Endo's generics pharmaceuticals businesses and Endo’s sterile injectables business, with a future separation plan for the combined generics businesses. The amendment reiterates the transaction-related risks, including integration challenges, shareholder approvals, regulatory requirements, and potential litigation. It emphasizes the necessity for shareholders to read the upcoming registration statement concerning the merger for detailed risks and relevant information.

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