Indivior to acquireOpiant Pharmaceuticals for total consideration of$28.00 per share comprising of an upfront cash payment of$20.00 per share at closing plus contingent value rights (CVRs) worth up to$8.00 per share in cash, payable on achievement of certain net revenue thresholds for OPNT003- Upfront payment represents a 111% premium to Opiant’s closing share price of
November 11, 2022 , and 99% premium to Opiant’s 30-day volume-weighted average share price; total consideration, inclusive of potential CVR payments, represents a premium of up to 195% and 178%, respectively - Acquisition will expand Indivior’s portfolio of addiction therapies and leverage its expertise and resources to maximize the launch of OPNT003, subject to regulatory approval, a potential new treatment for opioid overdose
- Agreement unanimously approved by Boards of Directors of both companies; pending approvals, completion expected in the first quarter of 2023
The upfront payment at closing of
“We are pleased to have reached an agreement that reflects the great potential Opiant has created with OPNT003 and our pipeline of medicines,” said
“Our work has never been more critical, with reported overdose deaths in
Transaction Details
Under the terms of the merger agreement,
Pursuant to the CVRs,
The transaction is subject to customary closing conditions, including
Earnings conference call
Given the proposed transaction, Opiant will not be hosting the previously scheduled earnings conference call on Monday, November 14, 2022.
Advisors
Lazard Frères & Co. LLC is serving as financial advisor to Opiant and
About Opiant Pharmaceuticals, Inc.
About OPNT003, nasal nalmefene
OPNT003, nasal nalmefene, is a high-affinity mu-opioid receptor antagonist that reduces the binding of opioids to this receptor, limiting respiratory depression, the primary cause of overdose injury and death. In a head-to-head pharmacodynamic study, OPNT003 produced a reversal of remifentanil-induced respiratory depression that was nearly twice that produced by nasal naloxone 4mg at the primary endpoint of five minutes. The intrinsic properties of nalmefene, taken together with results from Opiant’s pharmacokinetic and pharmacodynamic studies, are consistent with the potential of OPNT003 to provide a fast and sustained reversal of opioid overdose. Opiant has initiated a rolling submission of a New Drug Application to the FDA for OPNT003, using the 505(b)(2) pathway and intends to complete the filing in the fourth quarter of 2022. OPNT003 was granted Fast Track Designation in
Forward-Looking Statements
This press release contains “forward-looking statements,” within the meaning of Section 27A of the Securities, Section 21E of Exchange Act, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue,” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.
Opiant cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that Opiant’s objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this press release and include information concerning possible or assumed future results of Opiant’s operations, the achievement and value of CVRs in connection with the proposed merger; business strategies; future cash flows; financing plans; plans and objectives of management, any other statements regarding future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts. Actual results and outcomes may differ materially from what is contained in such forward-looking statements as a result of various factors, including, without limitation: (1) the inability to consummate the transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain stockholder approval to adopt the merger agreement, the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the proposed merger; (2) the risk that the merger agreement may be terminated in circumstances requiring Opiant to pay a termination fee; (3) the risk that the proposed merger disrupts Opiant’s current business and financing plans and operations or diverts management’s attention from its ongoing business; (4) the effect of the announcement of the proposed merger on Opiant’s ability to retain and hire key personnel and maintain relationships with its suppliers and others with whom it does business; (5) the effect of the announcement of the proposed merger on Opiant’s operating results and business generally; (6) the amount of costs, fees and expenses related to the proposed merger; (7) the risk that Opiant’s stock price may decline significantly if the proposed merger is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the proposed merger and instituted against Opiant and others; (9) other factors that could affect Opiant’s business such as, without limitation, our ability to obtain and maintain regulatory approvals for our products; results of clinical studies; technological breakthroughs in reversing opioid overdoses and treating patients; and delays or unplanned expenditures in product development, clinical testing or manufacturing; and (10) other risks to consummation of the proposed merger, including the risk that the proposed merger will not be consummated within the expected time period or at all.
In addition, please refer to the documents that Opiant files with the
Additional Information About the Acquisition and Where to Find It
This press release is being made in respect of the proposed transaction involving Opiant,
Participants in the Solicitation
Opiant and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in soliciting proxies from its stockholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the
For Media and Investor Inquiries:
(310) 598-5410
batkins@opiant.com
Source:
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