TIDMINDV
RNS Number : 7551R
Indivior PLC
07 July 2022
July 7, 2022
Indivior Amends its Relationship Agreement with Scopia Capital
Management
This announcement contains inside information.
Indivior PLC (the "Company") (LSE: INDV) announces that it has
amended the existing relationship agreement (the "Relationship
Agreement") with its largest shareholder, Scopia Capital Management
LP ("Scopia").
Under the original terms, the Relationship Agreement terminated
in the event that Scopia (and its affiliates) ceased to have
interests in at least 10% of the Company's issued share capital. As
announced on July 1, 2022, Scopia has sold interests in the Company
representing 2.28% which has taken the total holding of Scopia (and
its affiliates) to 9.71%, below this 10% threshold, and down from
16.9% at origination of the agreement.
Scopia is a valued longstanding shareholder of the Company and,
having considered the positive contributions Mr Lande has made to
date as Scopia's Representative Director and the perspective and
experience he brings, the Board believe his continuing involvement
will be in the Company and all shareholders' best interests.
In the light of these considerations and the benefits to the
Company from the continuation of certain terms of the Relationship
Agreement, the Company has agreed not to exercise its right to
terminate the Relationship Agreement immediately, and instead has
agreed to:
-- Continue with the agreement until the expiration of its
original term of December 31, 2023, unless the Relationship
Agreement is otherwise extended by mutual agreement or terminated
earlier in accordance with its terms;
-- The threshold for automatic termination will be amended, such
that the Relationship Agreement will terminate in the event that
Scopia (and its affiliates) cease to have interests in at least 5%
of the Company's issued share capital (reduced from 10% under the
original terms).
The other provisions of the original Relationship Agreement will
remain in full force and effect, including certain customary
standstill, voting and governance provisions appropriate for an
agreement between a premium listed company and a significant
shareholder, remain the same. This includes commitments from Scopia
(applicable to it and its affiliates) to:
-- Not exercise any voting rights in excess of 15% of the voting
rights exercisable in the Company from time-to-time (reduced from
20%);
-- Exercise its voting rights in relation to ordinary course resolutions in accordance with the recommendation of the Board; and
-- Not exercise its shareholder rights in a manner inconsistent
with the Board's recommendation (other than in respect of certain
non-ordinary course resolutions).
The person responsible for making this announcement is Kathryn
Hudson, Company Secretary.
About Indivior
Indivior is a global pharmaceutical company working to help
change patients' lives by developing medicines to treat substance
use disorders (SUD) and serious mental illnesses. Our vision is
that all patients around the world will have access to
evidence-based treatment for the chronic conditions and
co-occurring disorders of SUD. Indivior is dedicated to
transforming SUD from a global human crisis to a recognized and
treated chronic disease. Building on its global portfolio of OUD
treatments, Indivior has a pipeline of product candidates designed
to both expand on its heritage in this category and potentially
address other chronic conditions and co-occurring disorders of SUD,
including alcohol use disorder and cannabis use disorder.
Headquartered in the United States in Richmond, VA, Indivior
employs more than 900 individuals globally and its portfolio of
products is available in over 40 countries worldwide. Visit
www.indivior.com to learn more. Connect with Indivior on LinkedIn
by visiting www.linkedin.com/company/indivior .
For Further Information
Jason Thompson VP, Investor +1 804 402 7123
Relations jason.thompson@indivior.com
Indivior PLC
Tim Owens Director, Investor +1 804 263 3978
Relations Indivior timothy.owens@indivior.com
PLC
Forward-Looking Statements
This announcement contains certain statements that are
forward-looking. By their nature, forward-looking statements
involve risks and uncertainties as they relate to events or
circumstances that may or may not occur in the future. Actual
results may differ materially from those expressed or implied in
such statements because they relate to future events.
Forward-looking statements include, among other things, statements
regarding the Indivior Group's financial guidance for 2022 and its
medium- and long-term growth outlook, its operational goals, its
product development pipeline, ongoing litigation and other
statements containing the words "subject to", "believe",
"anticipate", "plan", "expect", "intend", "estimate", "potential",
"project", "may", "will", "should", "would", "could", "can", the
negatives thereof, variations thereon and similar expressions.
Various factors may cause differences between Indivior's
expectations and actual results, including, among others, the risk
factors described in the most recent Indivior PLC Annual Report and
in subsequent releases, and: factors affecting sales of Indivior
Group's products and financial position; the outcome of research
and development activities; decisions by regulatory authorities
regarding the Indivior Group's drug applications or authorizations;
the speed with which regulatory authorizations, pricing approvals
and product launches may be achieved, if at all; the outcome of
post-approval clinical trials; competitive developments;
difficulties or delays in manufacturing and in the supply chain;
disruptions in or failure of information technology systems; the
impact of existing and future legislation and regulatory provisions
on product exclusivity; trends toward managed care and healthcare
cost containment; legislation or regulatory action affecting
pharmaceutical product pricing, reimbursement or access; challenges
in commercial execution; claims and concerns that may arise
regarding the safety or efficacy of the Indivior Group's products
and product candidates; risks related to legal proceedings,
including the Indivior Group's compliance with its agreements with
the U.S. Department of Justice and with the Office of Inspector
General of the Department of Health and Human Services,
non-compliance with which could result in potential exclusion from
participating in U.S. Federal health care programs; the ongoing
investigative and antitrust litigation matters; the opioid national
multi-district litigation and securities class action litigation;
the Indivior Group's ability to protect its patents and other
intellectual property; the outcome of patent infringement
litigation relating to Indivior Group's products, including the
ongoing ANDA lawsuits; changes in governmental laws and
regulations; issues related to the outsourcing of certain
operational and staff functions to third parties; risks related to
the evolving COVID-19 pandemic and the potential impact of COVID-19
on the Indivior Group's operations and financial condition, which
cannot be predicted with confidence; uncertainties related to
general economic, political, business, industry, regulatory and
market conditions; and the impact of acquisitions, divestitures,
restructurings, internal reorganizations, product recalls and
withdrawals and other unusual items.
Consequently, forward-looking statements speak only as of the
date that they are made and should be regarded solely as our
current plans, estimates and beliefs. You should not place undue
reliance on forward-looking statements. We cannot guarantee future
results, events, levels of activity, performance, or achievements.
Except as required by law, we do not undertake and specifically
decline any obligation to update, republish or revise
forward-looking statements to reflect future events or
circumstances or to reflect the occurrences of unanticipated
events.
-ends-
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
AGRRRMFTMTMMBJT
(END) Dow Jones Newswires
July 07, 2022 12:06 ET (16:06 GMT)
Indivior (LSE:INDV)
Historical Stock Chart
From Mar 2024 to Apr 2024
Indivior (LSE:INDV)
Historical Stock Chart
From Apr 2023 to Apr 2024
