Mallinckrodt and Endo have reported significant progress toward their proposed merger to create a global, scaled, diversified therapeutics leader.
Mallinckrodt's registration statement on Form S-4, which includes a joint proxy statement for the special meetings of Mallinckrodt and Endo to consider and vote on the proposed transaction, became effective as of Thursday, May 8, 2025. In addition, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired yesterday.
Mallinckrodt has received permission from the Irish High Court to schedule the special meetings of its shareholders for June 13, 2025. Mallinckrodt's headquarters are in Dublin, Ireland, which will serve as the combined company's global headquarters following the close, presently expected in the second half of this year. Endo has also scheduled its shareholder meeting to vote on the transaction for June 13, 2025.
"Exactly two months ago today, we announced the proposed merger and we are quite pleased by the rapid progress we have made toward creating an exciting new future for our shareholders, customers, employees, and, most importantly, the patients we serve," said Siggi Olafsson, President and Chief Executive Officer of Mallinckrodt, who will become President and CEO of the combined company. "We remain excited about the potential benefits of this merger and for the opportunity to accelerate value creation through our unique portfolio of specialty and generic therapeutics."
As announced on March 13, 2025, the proposed Mallinckrodt and Endo transaction envisions the spin-off of the combined generic pharmaceuticals businesses and Endo's sterile injectables business into a new standalone entity separate from the remaining branded pharmaceuticals business. Such a separation would be subject to approval by the combined company's Board of Directors and other conditions.
"This approach represents an exciting opportunity to create two leading companies that serve distinct customer sets," said Scott Hirsch, Interim CEO of Endo. "Our businesses are highly complementary, and our strategy will create two larger and more diversified entities poised to unlock the full potential of both companies. Endo and Mallinckrodt both have talented teams that put patients first, and we look forward to bringing our organizations together to achieve even greater success."
Under the terms of the agreement, Mallinckrodt shareholders will own 50.1% of the combined company on a pro forma basis, and Endo shareholders will receive a total of $80 million in cash (subject to potential increase) and will own 49.9% of the combined company on a pro forma basis.
Mallinckrodt will continue as the holding company for the combined business, and Endo will become a wholly owned subsidiary of Mallinckrodt.
Subscribe to our e-Newsletters
Stay up to date with the latest news, articles, and events. Plus, get special offers
from American Pharmaceutical Review – all delivered right to your inbox!
Sign up now!