Indivior PLC (LSE:INDV) agreed to acquire Opiant Pharmaceuticals, Inc. (NasdaqCM:OPNT) from a group of shareholders on October 2, 2022. Indivior PLC entered into a definitive agreement to acquire Opiant Pharmaceuticals, Inc. from a group of shareholders for approximately $110 million on November 13, 2022. Under the terms of the merger agreement, Indivior will acquire all outstanding shares of Opiantfor upfront consideration of $20.00 per share in cash, plus up to $8.00 per share in contingent value rights ("CVRs") that may become payable in the event that certain net revenue milestones are achieved by Opiant's lead asset (OPNT003) during the relevant seven-year period. Indivior expects to fund the aggregate upfront consideration of approximately $145 million with existing cash. Pursuant to the CVRs, Indivior would pay $2 per CVR if OPNT003 achieves the following net revenue thresholds during any period of four consecutive quarters prior to the seventh anniversary of the U.S. commercial launch: (i) $225 million, (ii) $300 million, and (iii) $325 million. The remaining (iv) $2 per CVR would be paid if OPNT003 achieves net revenue of $250 million during any period of four consecutive quarters prior to the third anniversary of the U.S. commercial launch. The Merger Agreement further provides that a termination fee of $4,711,000 will be payable to Indivior by Opiant upon termination of the Merger Agreement under certain circumstances.

The transaction is subject to customary closing conditions, the expiration or termination of the required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; clearance by the Committee on Foreign Investment in the United States; the resolution or conclusion, of any informal enquiry by, and in the case of a formal review, clearance and approval from the Competition and Markets Authority in the United Kingdom (“CMA”) under the United Kingdom Enterprise Act 2002, as amended and receipt of approval of Opiant's stockholders. Indivior submitted non-binding proposal to Opiant Pharmaceuticals, which was approved by board on October 2, 2022. The transaction has been unanimously approved by the boards of directors of each company. Indivior entered into Voting Agreements, dated November 13, 2022, with each of the current directors of Opiant. The Voting Agreements obligate each Supporting Stockholder to vote such Supporting Stockholders voting securities in favor of the transactions contemplated by the Merger Agreement. The Supporting Stockholders collectively own approximately 4.5% of the outstanding shares of Opiant. As of February 2, 2023, the HSR waiting period has expired. As of February 7, 2023, The Committee on Foreign Investment in the United States (CFIUS) approved the merger agreement. A special meeting of Opiant's stockholders to approve the Agreement will be held on March 1, 2023. On March 1, 2023, at a special meeting of stockholders of Opiant, the stockholders of Opiant approved the Merger Agreement. The parties anticipate completing the transaction in the first quarter of 2023. As of February 16, 2023, the transaction is expected to close in early March 2023. As of March 1, 2023, the closing of the Merger is expected to take place as soon as practicable on a date no later than Monday, March 6, 2023.

Centerview Partners is serving as financial advisor to Indivior, and Andrew Ment, Adrienne Bradley, Jenna Wallace, Jeffrey, Ansgar Simon, James Dean, James Marshall, Jonathan Wakely and Andrew Ruffino of Covington & Burling LLP is serving as legal advisors to Indivior. Lazard Frères & Co. LLC is serving as financial advisor to Opiant and Christopher Drewry, Max Schleusener, John Manthei, Betty Pang, Gabriel Gross, Steven Chinowsky, Darryl Steensma, Michelle Carpenter, Laura Szarmach, Scott Ollivierre, Scott Westhoff, David Schindler, Colleen Smith, Pardis Zomorodi, Jeffrey Anderson, Heather Deixler, Jim Barker and Joshua Holian of Latham & Watkins LLP serving as legal advisors to Opiant. Lazard Freres & Co. LLC acted as fairness opinion provider to the board of Opiant. Lazard Freres & Co. LLC acted as due diligence provider to Opiant. Centerview Partners LLC acted as due diligence provider to Indivior. American Stock Transfer & Trust Company, LLC acted as transfer agent to Opiant. D.F. King & Co., Inc. acted as proxy solicitor to Opiant, for a fee of approximately $12,000, plus reasonable out-of-pocket expenses. In connection with Lazard's services as financial advisor, Opiant agreed to pay Lazard an aggregate fee equal to $4 million, all of which is contingent upon the Closing. None of Lazard's fees payable in connection with the Transaction are or were contingent upon the conclusions reached in its opinion.

Indivior PLC (LSE:INDV) completed the acquisition of Opiant Pharmaceuticals, Inc. (NasdaqCM:OPNT) from a group of shareholders on March 2, 2023. The acquisition was completed following the closing of all customary conditions. Indivior expects the acquisition of Opiant to be earnings accretive after the second full year of launch of OPNT003.