Highly Complementary Companies to Advance Therapies to Address Unmet Patient Needs

Mallinckrodt plc and Endo, Inc. announced that they have completed their merger to create a global, scaled, diversified therapeutics leader.

“We are excited to pursue a promising new future for all the stakeholders of Mallinckrodt and Endo,” said Siggi Olafsson, President and Chief Executive Officer of the combined company. “We commend the employees of both companies for the extraordinary effort required to achieve this milestone. Today we bring together two highly complementary companies with durable, on-market products in our branded portfolio and best-in-class capabilities across the value chain in our generics and sterile injectables business, which we call Par Health. We have a strong balance sheet and meaningful financial flexibility to invest in innovation and business development to drive growth. As a company deeply committed to operating with integrity and purpose, we are focused on delivering significant value to shareholders and employees for the ultimate benefit of the patients we serve.”

Well-Positioned for Sustainable Growth

The combined company is well-positioned to continue growing its brands portfolio across a wide range of therapeutic areas of significant unmet need, including endocrinology, gastroenterology, hepatology, neonatal respiratory critical care, nephrology, neurology, pulmonology, ophthalmology, orthopedics, rheumatology, and urology.

Health Technology Insights: NJ Taps Garden State Venture Partners for MedTech Growth

In addition, the generics and sterile injectables business features a broad product portfolio, a leading controlled substances franchise, robust commercial and manufacturing infrastructure in the U.S. and internationally, extensive supply chain capabilities, and expertise in complex, highly regulated products. This business operates under the Par Health name and is intended to be spun off as an independent company with a target date of the fourth quarter of 2025, subject to approval by Mallinckrodt’s Board of Directors and other conditions.

The combined company is expected to generate at least $150 million of annual pre-tax run-rate operating synergies by Year 3, and approximately $75 million of pre-tax run rate synergies in the first 12 months post-merger, driven by business function integration and R&D savings from economies of scale, among other areas.

Following the spin-off of Par Health, the branded therapeutics company is expected to be listed on the New York Stock Exchange (NYSE), subject to approval of Mallinckrodt’s Board of Directors.

Financial Terms

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 $1.31 in cash and 0.2575 of Mallinckrodt shares. Endo shares have ceased trading on the OTCQX.

In addition, a subsidiary of Mallinckrodt that will operate the generics and sterile injectables business incurred a $1.35 billion secured credit facility, consisting of a $150 million revolving credit facility and a $1.2 billion term loan credit facility. Proceeds from the facility were used to pay off Mallinckrodt’s senior secured term loans and redeem Mallinckrodt’s senior secured notes concurrently with the completion of the business combination. The remaining proceeds were or will be used to finance the transaction and transaction costs or for general corporate purposes. Endo’s debt remains outstanding.

Health Technology Insights: Bio Usawa, DEK Partner to Boost Biotech Access in West Africa

Executive Leadership

Mr. 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.

Earnings Conference Call

Mallinckrodt will issue a press release announcing the legacy Mallinckrodt and Endo second-quarter 2025 financial results on Wednesday, August 6, 2025, followed by a conference call for investors at 8 a.m. ET.

The audio webcast may be accessed through this link, and to access the call through a conference line, participants may dial 800-836-8184 (U.S. and Canada toll-free) or 646-357-8785 (outside the U.S.). Participants are advised to join 10 minutes prior to the scheduled start time. A replay of the webcast will be available following the event.

Advisors

Lazard served as Mallinckrodt’s financial advisor; Wachtell, Lipton, Rosen & Katz served as Mallinckrodt’s lead counsel; and Hogan Lovells and Arthur Cox also served as legal counsel to Mallinckrodt. Goldman Sachs & Co. LLC served as Endo’s financial advisor; Davis Polk & Wardwell LLP served as Endo’s lead counsel; and Paul, Weiss, Rifkind, Wharton & Garrison LLP and A&L Goodbody LLP also served as legal counsel to Endo.

Mallinckrodt has retained Georgeson, LLC as information agent. Georgeson will assist investors with questions related to the merger mechanics and consideration as well as the conversion of Endo stock into Mallinckrodt stock. Georgeson can be reached toll-free at (866) 585-7241 or for outside the U.S., (310) 853-6676.

Health Technology Insights: Recognify Life Sciences Provides Update on Phase 2b Trial of Inidascamine in Patients with Schizophrenia

To participate in our interviews, please write to our HealthTech Media Room at sudipto@intentamplify.com

Source- PR Newswire