Mallinckrodt, Endo Agree To Combine In Stock And Cash Deal

(RTTNews) - Specialty pharmaceutical companies Mallinckrodt plc and Endo, Inc. announced Thursday that they have entered into a definitive agreement to combine in a stock and cash transaction.

Under the deal terms, Endo shareholders will receive a total of $80 million in cash, and they will own 49.9% of the combined company on a pro forma basis.

After cash consideration, Mallinckrodt shareholders will own 50.1% of the combined company on a pro forma basis, for an implied pro forma enterprise value of $6.7 billion.

Following the deal, Mallinckrodt will continue as the holding company for the combined business, and Endo will become its subsidiary.

The deal has been approved by the Boards of Directors of both companies. The combination is expected to close in the second half of 2025, subject to approval by shareholders of both companies, regulatory approvals and customary closing conditions.

The combined company is expected to be listed on the New York Stock Exchange, subject to approval of its Board of Directors.

Mallinckrodt's headquarters in Dublin, Ireland will be its global headquarters following the deal closure, while the firm will announce the location of the combined company's U.S. headquarters, as well as the corporate name, in due course.

Under the deal, both companies plan to combine their generic pharmaceuticals businesses and Endo's sterile injectables business after the close of the transaction and intend to separate that business from the combined company at a later date.

A separation like this would be subject to approval by the combined company's Board of Directors and other conditions, the companies noted.

Mallinckrodt and Endo will finance the transaction, including the contemplated refinancing, with cash on hand and $900 million of committed financing provided to Endo by Goldman Sachs & Co. LLC.

The combined company's brands portfolio will comprise pharmaceutical brands across a range of therapeutic areas, and it will have 17 manufacturing facilities, 30 distribution centers and around 5,700 employees at closing.

The combined company is expected to generate pro forma 2025 revenue of $3.6 billion and pro forma 2025 Adjusted EBITDA of $1.2 billion.

Upon closing the deal, Siggi Olafsson, President and Chief Executive Officer of Mallinckrodt will become President, CEO and a member of the Board of Directors of the combined company. Paul Efron, a member of the Endo Board of Directors, will serve as Board Chair.