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Mallinckrodt (OTC:MNKKQ) plc (NYSE:MNK) has completed its acquisition of Endo LP, formerly known as Endo, Inc., according to a press release statement based on a filing with the Securities and Exchange Commission.
Under the terms of the Transaction (JO:NTUJ) Agreement, which became effective Thursday, Mallinckrodt acquired Endo through a merger with Salvare Merger Sub LLC, a wholly owned subsidiary of Mallinckrodt. As a result, Endo has become a wholly owned subsidiary of Mallinckrodt. Following the merger, Endo converted from a corporation into a limited partnership.
At the effective time of the transaction, each outstanding share of Endo common stock, except those held by certain affiliates, was converted into the right to receive 0.2575 ordinary shares of Mallinckrodt and approximately $1.31 in cash, subject to applicable withholding. Former Endo shareholders will receive cash in lieu of any fractional Mallinckrodt shares.
Endo notified the OTCQX Best Market of the completion of the transaction and requested the suspension of trading and removal of its common stock from the OTCQX listing, effective before the market opened on Friday. Endo will also file a Form 15 with the SEC to suspend its reporting obligations under Sections 13 and 15(d) of the Securities Exchange Act of 1934.
As a result of the merger, all rights as a stockholder of Endo ceased, except for the right to receive the transaction consideration. Equity awards held by Endo employees and directors were either assumed by Mallinckrodt or cashed out, depending on the terms of each award.
Following the transaction, all members of Endo’s board of directors resigned, and Matthew Peters and Mark Tyndall were appointed as the new directors. Several officer changes were also made, including the appointment of Matthew Peters as President and Treasurer.
The company also disclosed compensation arrangements for certain former executives and directors, including transition payments, consulting agreements, and bonuses.
These details are based on a press release statement filed with the SEC.
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