The waiting period expired on
Completion of the transaction is subject to the satisfaction of the remaining customary closing conditions, including approval by Opiant stockholders and the receipt of remaining applicable regulatory approvals.
Reminder to Opiant Stockholders
Stockholders are reminded:
- Opiant has filed a definitive proxy statement with the
Securities and Exchange Commission (SEC) and establishedJanuary 4, 2023 , as the record date for voting in connection with the merger agreement (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 , at9:00 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 Offer
Stockholders 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
About Opiant Pharmaceuticals, Inc.
Additional Information About the Acquisition and Where to Find It
This communication is being made in respect of the proposed merger involving
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
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
For Media and Investor Inquiries:
(310) 598-5410
batkins@opiant.com
Source:
2023 GlobeNewswire, Inc., source