Opiant Pharmaceuticals Inc. (NASDAQ: OPNT) announced today that the
Committee on Foreign Investment in the United States (CFIUS)
approved the previously announced Merger Agreement (the Agreement)
for Opiant to be acquired by Indivior PLC (LSE: INDV).
Following the expiration of the waiting period under the U.S.
Hart-Scott-Rodino Act of 1976, as amended (HSR Act), which Opiant
previously announced, on February 6, 2023, the parties received
written notice from CFIUS that it had determined that there were no
unresolved national security concerns regarding the transaction and
that it had concluded action under Section 721 of the Defense
Production Act of 1950, as amended, thereby clearing the
transaction contemplated by the Agreement. Additionally, the
Competition and Markets Authority in the United Kingdom has elected
to take no action with regard to the proposed merger.
The proposed merger remains subject to approval by Opiant
stockholders. A special meeting of Opiant’s stockholders to approve
the Agreement will be held on March 1, 2023. Indivior and Opiant
continue to anticipate completing the Agreement in the first
quarter of 2023.
Reminder to Opiant Stockholders
Stockholders are reminded:
- Opiant has filed a definitive proxy statement with the
Securities and Exchange Commission (SEC) and established January 4,
2023, as the record date for voting in connection with the
Agreement. The proxy statement is available
at www.sec.gov.
- Under the terms of the Agreement, Indivior will
acquire all the outstanding shares of Opiant for upfront
consideration of $20.00 per share in cash at closing,
plus contingent value rights (CVRs) representing potential
additional payments of up to $8.00 per share.
- A special meeting of Opiant’s stockholders to approve the
acquisition will be held on March 1, 2023, at 9:00 AM, Pacific
Time, and can be accessed by
visiting http://web.lumiagm.com/254970090. The meeting will be
held in a virtual format only and will be accessible through the
Internet in order to permit our stockholders to participate from
any geographic location with Internet connectivity.
- All stockholders of Opiant are strongly encouraged to read the
definitive proxy statement carefully and in its entirety before
voting, and to vote as soon as possible in advance of the special
meeting.
- The Opiant Board of Directors unanimously recommends that
stockholders vote “FOR” the approval and adoption of the Agreement
and the approval of the acquisition.
For More Information and How to Vote Shares to the
OfferStockholders who hold Opiant Shares through a broker
or intermediary should promptly contact their broker directly and
provide their instructions to vote their shares.
Opiant has engaged D.F. King & Co., Inc (D.F. King) as its
proxy solicitor in connection with the voting of shares and the
special meeting. Stockholders who need additional copies of proxy
materials, to obtain proxy cards or have questions regarding the
proposal to be presented at the special meeting are encouraged to
reach out to D.F. King by calling 212-269-5550. To obtain timely
delivery of documents, stockholders must request voting-related
materials no later than February 22, 2023.
About Opiant Pharmaceuticals,
Inc. Opiant Pharmaceuticals, Inc., is building a
leading franchise of new medicines to combat addictions
and drug overdose. For more information
visit: www.opiant.com.
Additional Information About the Acquisition and Where
to Find It
This communication is being made in respect of the proposed
merger involving Opiant Pharmaceuticals, Inc. (“Opiant”), Indivior
Inc. (“Indivior”) and Olive Acquisition Subsidiary. A meeting of
the stockholders of Opiant will be held on March 1, 2023 to seek
stockholder approval in connection with the proposed merger. In
connection with the proposed merger, Opiant filed with the U.S.
Securities and Exchange Commission (the “SEC”) a definitive proxy
statement and other relevant documents seeking the approval from
stockholders of Opiant for the respective transaction-related
proposals. Beginning on January 6, 2023, Opiant mailed the
Definitive Proxy Statement to the stockholders of Opiant. INVESTORS
AND STOCKHOLDERS OF OPIANT ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED
WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED
BY REFERENCE IN THE PROXY STATEMENT, CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION
ABOUT OPIANT AND THE PROPOSED MERGER. Investors may obtain a free
copy of these materials (when they are available) and other
documents filed by Opiant with the SEC at the SEC’s website at
www.sec.gov.
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 merger. Information regarding the
persons who may, under the rules of the SEC, be considered to be
participants in the solicitation of Opiant’s stockholders in
connection with the proposed merger is set forth in Opiant’s
definitive proxy statement for its stockholder meeting at which the
proposed merger will be submitted for approval by Opiant’s
stockholders and the Annual Report on Form 10-K for the
fiscal year ended December 31, 2021. You may also find
additional information about Opiant’s directors and executive
officers in Opiant’s Definitive Proxy Statement for its 2022 annual
meeting of stockholders, which was filed with the SEC on
April 18, 2022 and in subsequently filed Current Reports on
Form 8-K and Quarterly Reports on Form 10-Q.
Cautionary Statement Regarding
Forward-Looking Statements
This press release contains “forward-looking
statements,” within the meaning of Section 27A of the
Securities, Act of 1993, Section 21E of the Securities
Exchange Act of 1934, as amended, 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 document and include information concerning possible or
assumed future results of Opiant’s operations, the achievement and
value of contingent value rights 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 SEC on
Forms 10-K, 10-Q and 8-K. These filings
identify and address other important factors that could cause
Opiant’s operational and other results to differ materially from
those contained in the forward-looking statements set forth in this
document. You are cautioned to not place undue reliance on
forward-looking statements, which speak only as of the date of this
document. Except as required by law, Opiant is not under any duty
to update any of the information in this document.
For Media and Investor Inquiries:Ben Atkins, Opiant(310)
598-5410batkins@opiant.com
Opiant Pharmaceuticals (NASDAQ:OPNT)
Historical Stock Chart
From Mar 2024 to Apr 2024
Opiant Pharmaceuticals (NASDAQ:OPNT)
Historical Stock Chart
From Apr 2023 to Apr 2024