Opiant Pharmaceuticals entered a merger agreement to be acquired by Indivior. Indivior will acquire all of the outstanding shares of Opiant for upfront consideration of $20.00 per share in cash at closing, plus contingent value rights (CVRs) representing, and potential additional payments over a period of seven years of up to $8.00 per share. Achievement of the CVR payments, if any, are based on revenue thresholds for OPNT003, nasal nalmefene, Opiant’s investigational treatment for opioid overdose, as detailed below.
The upfront payment at closing of $20.00 per share represents a premium of approximately 111% to Opiant's closing share price on November 11, 2022, and 99% premium to the 30-day volume-weighted average share price. Inclusive of each of the CVR payments, the total potential transaction value represents a premium of up to 195% and 178%, respectively. The transaction has been unanimously approved by the Boards of Directors of each company.
“We are pleased to have reached an agreement that reflects the great potential Opiant has created with OPNT003 and our pipeline of medicines,” said Roger Crystal, M.D., Opiant President and Chief Executive Officer. “This transaction provides Opiant shareholders with immediate value in addition to the potential future upside from the CVRs. This transaction will also enable us to leverage Indivior’s commercial strength and resources to maximize the value of OPNT003 and our pipeline assets. Importantly, I want to thank our talented team, who have worked tirelessly to progress our Company to this point and look forward to the achievements still to come.”
“Our work has never been more critical, with reported overdose deaths in the United States occurring at near record numbers,” said Mark Crossley, Chief Executive Officer of Indivior. “Opiant’s portfolio of product candidates is an excellent strategic fit that diversifies and strengthens our offerings, while Indivior’s strong commercial capabilities will propel a combined product pipeline with the potential to help patients along a continuum from addiction and rescue to recovery. We look forward to working with Opiant’s talented team as we undertake our shared mission of helping people with substance use disorders.”
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