REG - Indivior PLC - Amendment to Relationship Agreement with Scopia

IndiviorAnnouncement

17/11/2023 07:00

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RNS Number : 7585T  Indivior PLC  17 November 2023

November 17, 2023

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 (AS IT FORMS PART OF DOMESTIC LAW IN
THE UK BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018).

 

Indivior Amends its Relationship Agreement with Scopia Capital Management

 

 

Indivior PLC (the "Company") (LSE/Nasdaq: INDV) announced that it has amended
the existing relationship agreement (the "Relationship Agreement") with Scopia
Capital Management LP ("Scopia") which will extend Mr Jerome Lande's Board
tenure until December 31, 2024.

 

Scopia is a valued longstanding shareholder of the Company and, having
considered the positive contributions Mr Lande has made as Scopia's
Representative Director and the continued shareholder perspective and capital
markets experience he brings, the Board believe his ongoing service will
continue to benefit the Company and serve 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 and
Scopia have agreed to extend the term of the Relationship Agreement for a
further year i.e. until December 31, 2024, unless it is otherwise extended by
mutual agreement or terminated at an earlier date 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 3% of the Company's issued
share capital (reduced from 5%).

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. 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;

·     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 1,000
individuals globally and its portfolio of products is available in 37
countries worldwide. Visit www.indivior.com (http://www.indivior.com) to learn
more. Connect with Indivior on LinkedIn by
visiting www.linkedin.com/company/indivior
(http://www.linkedin.com/company/indivior) .

 

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

 

Important Cautionary Note Regarding Forward-Looking Statements

This announcement contains certain statements that are forward-looking,
including "forward-looking" statements made within the meaning of Section 21E
of the United States Securities Exchange Act of 1934. Forward-looking
statements include, among other things, statements regarding the Indivior
Group's financial guidance for 2023 and its medium- and long-term growth
outlook; strategies for value creation and operational goals; expectations for
sales levels for particular products; expected market growth rates, growing
normalization of medically assisted treatment for opioid use disorder, and
expanded access to treatment; expected changes in market share; future
exchange rates; our product development pipeline and potential future
products, expectations regarding regulatory approval of such product
candidates, the timing of such approvals, and the timing of commercial launch
of such products or product candidates, and eventual annual revenues of such
future products; expectations regarding the extent and impact of competition;
and other statements containing the words "believe", "anticipate", "plan",
"expect", "intend", "estimate", "forecast," "strategy," "target," "guidance,"
"outlook," "potential", "project", "priority," "may", "will", "should",
"would", "could", "can", "outlook," "guidance", the negatives thereof, and
variations thereon and similar expressions. 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. Various factors may cause
differences between Indivior's expectations and actual results, including,
among others, the substantial litigation and ongoing investigations to which
we are or may become a party; our reliance on third parties to manufacture
commercial supplies of most of our products, conduct our clinical trials and
at times to collaborate on products in our pipeline; our ability to comply
with legal and regulatory settlements, healthcare laws and regulations,
requirements imposed by regulatory agencies and payment and reporting
obligations under government pricing programs; risks related to the
manufacture and distribution of our products, some of which are controlled
substances; market acceptance of our products as well as our ability to
commercialize our products and compete with other market participants; the
uncertainties related to the development of new products, including through
acquisitions, and the related regulatory approval process; our dependence on a
small number of significant customers; our ability to retain key personnel or
attract new personnel; our dependence on third-party payors for the
reimbursement of our products and the increasing focus on pricing and
competition in our industry; unintended side effects caused by the clinical
study or commercial use of our products; our use of hazardous materials in our
manufacturing facilities; our import, manufacturing and distribution of
controlled substances; our ability to successfully execute acquisitions,
partnerships, joint ventures, dispositions or other strategic acquisitions;
our ability to protect our intellectual property rights and the substantial
cost of litigation or other proceedings related to intellectual property
rights; the risks related to product liability claims or product recalls; the
significant amount of laws and regulations that we are subject to, including
due to the international nature of our business; macroeconomic trends and
other global developments; the terms of our debt instruments, changes in our
credit ratings and our ability to service our indebtedness and other
obligations as they come due; changes in applicable tax rate or tax rules,
regulations or interpretations; our ability to realize our deferred tax
assets; and changes in our market position, businesses, financial condition,
results of operations or prospects. Additional information concerning these
and other factors can be found in Indivior PLC's filings with the United
States Securities and Exchange Commission ("SEC"), including Indivior PLC's
registration statement on Form 20-F, which was declared effective by the SEC
on June 9, 2023, and Current Reports on Form 6-K, which may be obtained free
of charge at the SEC's website, http://www.sec.gov, and Indivior PLC's Annual
Reports, which may be obtained free of charge from Indivior PLC's website,
https://www.indivior.com/.

 

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. 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. Readers are cautioned not to place undue reliance on any
such forward-looking statements.

 

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