Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the previously announced Agreement and Plan of Merger, dated as of November 13, 2022 (the “Merger Agreement”), by and among Opiant Pharmaceuticals, Inc., a Delaware corporation (“Opiant”), Indivior Inc., a Delaware corporation (“Parent”) and a wholly owned subsidiary of Indivior PLC (“Indivior”), and Olive Acquisition Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Roger Crystal and David O’Toole each entered into a letter agreement (each, a “Letter Agreement”) with Parent, executed on February 27, 2023 and February 23, 2023, respectively, supplementing and amending their respective existing executive employment agreements. Each Letter Agreement is contingent upon successful completion of the pending acquisition of Opiant by Parent (the “Merger”).
In accordance with the terms of Dr. Crystal’s Letter Agreement, he will be relieved of his responsibilities as Chief Executive Officer of Opiant upon completion of the Merger and has agreed to provide transition services to Parent for a transition period of three months following the completion of the Merger. During the transition period, he will continue to be paid his current base salary and will remain eligible to participate in Opiant’s benefits plans and programs. Upon successful completion of the transition period, his employment will be terminated and he will be entitled to change in control severance benefits under his executive employment agreement.
In accordance with the terms of Mr. O’Toole’s Letter Agreement, he will be relieved of his responsibilities as Chief Financial Officer of Opiant upon completion of the Merger and has agreed to provide transition services to Parent for a transition period of three months following the completion of the Merger. During the transition period, he will continue to be paid his current base salary and will remain eligible to participate in Opiant’s benefits plans and programs. Upon successful completion of the transition period, his employment will be terminated and he will be entitled to change in control severance benefits under his executive employment agreement.
Cautionary Statement Regarding Forward-Looking Statements
This document contains “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, 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 expected closing date of the Merger, the achievement and value of contingent value rights in connection with the 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 or the failure to satisfy the remaining conditions to the consummation of the 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 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 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 Merger on Opiant’s operating results and business generally; (6) the amount of costs, fees and expenses related to the Merger; (7) the risk that Opiant’s stock price may decline significantly if the Merger is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the 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 Merger, including the risk that the 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 U.S. Securities and Exchange Commission (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.
Important Additional Information and Where to Find It
This communication is being made in respect of the Merger involving Opiant, Parent and Merger Sub. A meeting of the stockholders of Opiant will be held on March 1, 2023 to seek stockholder approval in connection with the Merger. In connection with the Merger, on January 4, 2023, Opiant filed with the SEC a definitive proxy statement and other relevant documents seeking the approval from stockholders of Opiant for the respective transaction-related proposals. This document is not a substitute for the proxy statement or any other document that Opiant may file with the SEC. 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 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 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.
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 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 Merger will be set forth in Opiant’s definitive proxy statement for its stockholder meeting at which the 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.