sooner, subject to the satisfaction of a number of conditions, including final approval of the Companys board of directors, an opinion from tax counsel regarding the treatment of the
spin-off
as generally
tax-free
for U.S. federal income tax purposes to Mallinckrodt shareholders, and the U.S. Securities and Exchange Commission declaring the Form 10
registration statement to be filed by SpinCo effective. There can be no assurance regarding the final allocation of assets between the two companies, the ultimate timing of the
spin-off,
or that it will be
completed.
It is anticipated that shares of SpinCo common stock will be listed on the New York Stock Exchange and that SpinCo will assume
the Mallinckrodt name and ticker symbol (MNK) in connection with the completion of the proposed
spin-off.
Mallinckrodt plc is expected to be renamed at a later date.
Matthew Harbaugh is expected to become the President and Chief Executive Officer of SpinCo upon completion of the
spin-off.
Following the completion of the
spin-off,
the current President and Chief Executive Officer of the Company, Mark Trudeau, is expected to continue in his role.
Cautionary Statements Related to Forward-Looking Statements
Statements in this Current Report on Form
8-K
that are not strictly historical, including statements regarding future
financial condition and operating results, economic, business, competitive and/or regulatory factors affecting Mallinckrodts businesses and any other statements regarding events or developments the Company believes or anticipates will or may
occur in the future, may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve a number of risks and uncertainties.
There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking
statements and you should not place undue reliance on any such forward-looking statements. These factors include risks and uncertainties related to, among other things: the proposed
spin-off
of the Specialty
Generics/API business inclusive of Mallinckrodts AMITIZA product, including the costs associated with the contemplated separation and
spin-off,
the expected benefits of the transaction, and the expected
timeframe to complete such a transaction; general economic conditions and conditions affecting the industries in which Mallinckrodt operates; the commercial success of Mallinckrodts products; Mallinckrodts ability to realize anticipated
growth, synergies and cost savings from acquisitions; conditions that could necessitate an evaluation of Mallinckrodts goodwill and/or intangible assets for possible impairment; changes in laws and regulations; Mallinckrodts ability to
successfully integrate acquisitions of operations, technology, products and businesses generally and to realize anticipated growth, synergies and cost savings; Mallinckrodts and Mallinckrodts licensers ability to successfully
develop or commercialize new products; Mallinckrodts and Mallinckrodts licensers ability to protect intellectual property rights; Mallinckrodts ability to receive procurement and production quotas granted by the U.S. Drug
Enforcement Administration; customer concentration; Mallinckrodts reliance on certain individual products that are material to its financial performance; cost containment efforts of customers, purchasing groups, third-party payers and
governmental organizations; the reimbursement practices of a small number of public or private insurers; pricing pressure on certain of Mallinckrodts products due to legal changes or changes in insurers reimbursement practices resulting
from recent increased public scrutiny of healthcare and pharmaceutical costs; limited clinical trial data for H.P. Acthar Gel; complex reporting and payment obligations under healthcare rebate programs; Mallinckrodts ability to navigate price
fluctuations; future changes to U.S. and foreign tax laws; Mallinckrodts ability to achieve expected benefits from restructuring activities; complex manufacturing processes; competition; product liability losses and other litigation liability;
ongoing governmental investigations; material health, safety and environmental liabilities; retention of key personnel; conducting business internationally; the effectiveness of information technology infrastructure; and cybersecurity and data
leakage risks.
These and other factors are identified and described in more detail in the Risk Factors section of Mallinckrodts Annual
Report on Form
10-K
for the fiscal year ended December 29, 2017. The forward-looking statements made herein speak only as of the date hereof and Mallinckrodt does not assume any obligation to update or
revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise, except as required by law.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.