REG - Indivior PLC - Amendment to Relationship Agreement with Scopia

IndiviorAnnouncement

07/07/2022 17:15

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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
(https://nam12.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.indivior.com%2F&data=05%7C01%7Cjason.thompson%40Indivior.com%7C229aeec7b17246ed833208da55c46abe%7Cbed52191489442999db948e4fb29646e%7C1%7C0%7C637916599362456007%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=u6JGYoyD%2BwG914fpSswN7wO0FA4meYgsYi4pnW78lRs%3D&reserved=0)
to learn more. Connect with Indivior on LinkedIn by
visiting www.linkedin.com/company/indivior
(https://nam12.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.linkedin.com%2Fcompany%2Findivior&data=05%7C01%7Cjason.thompson%40Indivior.com%7C229aeec7b17246ed833208da55c46abe%7Cbed52191489442999db948e4fb29646e%7C1%7C0%7C637916599362456007%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=3Frt76TdxC5aWlfbbQay8LOUSNG93zeBJTQoyQOJYIc%3D&reserved=0)
.

 

For Further Information

 

 Jason Thompson  VP, Investor Relations                     +1 804 402 7123

                 Indivior PLC                               jason.thompson@indivior.com
 Tim Owens       Director, Investor Relations Indivior PLC  +1 804 263 3978

                                                            timothy.owens@indivior.com

 

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.

 

 

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