REG - Indivior PLC - Indivior Announces Changes to Board of Directors

IndiviorAnnouncement

17/12/2024 07:00

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RNS Number : 3095Q  Indivior PLC  17 December 2024

FOR IMMEDIATE RELEASE

 

Indivior Announces Changes to Board of Directors

 

Richmond, VA, December 17, 2024 - Indivior PLC (NASDAQ / LSE: INDV)
("Indivior" or the "Company") today announced that, following recent
discussions with Oaktree Capital Management L.P. ("Oaktree"), which advises
certain funds that own ordinary shares of Indivior, the Company has agreed to
make certain changes to its Board of Directors (the "Board") and take other
related actions, including the following:

 

·    The appointment of Robert Schriesheim and Joe Ciaffoni as independent
non-executive directors, effective immediately, and the placement of the new
directors on the Board's Nomination Committee and an existing Operational
Committee of the Board. The Operational Committee will continue to provide
recommendations to the Board on matters regarding operations and capital
allocation.

·    Ryan Preblick, the Company's Chief Financial Officer, has agreed to
step down from his role on the Board to align Indivior's Board composition
with US listed company practice.

·    In parallel with the on-going process to replace Board Chair Graham
Hetherington, whose departure was announced on October 4, 2024, the Company
and Oaktree are in discussions regarding the potential appointment of an
additional non-executive director.

·    Taking into account Indivior's recent primary listing on Nasdaq, the
Company has agreed to move towards a more standard US system of remuneration
for directors, specifically including that all non-executive directors will
receive a substantive part of their fees in Indivior shares that will be
subject to minimum holding amounts. It is expected that any necessary
shareholder approvals for these arrangements will be sought at the Company's
2025 AGM.

 

The Board welcomes Mr. Schriesheim and Mr. Ciaffoni and is committed to
collaborating with them. With their extensive experience in corporate
transformation and specialty pharmaceuticals, respectively, Mr. Schriesheim
and Mr. Ciaffoni will bring incremental resources to enhance the Board's
skills and experience to continue optimizing the Company's strategy and
operations to maximize value for all shareholders.

 

Juliet Thompson, senior independent director, said, "Our Board and management
team remain committed to enhancing value for all Indivior shareholders and, in
recent months, have taken decisive actions in response to short-term headwinds
in the business to ensure we are able to navigate the current environment
while positioning the Company for long-term value creation. This has included
taking additional steps to address legacy litigation, pursuing significant
streamlining actions across both G&A and R&D and implementing a new
$100 million share repurchase program in July 2024, which is being carried out
on an accelerated basis. We will continue to take actions we believe are in
the best interest of the Company and all shareholders."

 

"We are pleased to have reached an agreement with Indivior on the addition of
two highly qualified members to its Board," said Andrew West, Managing
Director in Oaktree's Value Opportunities Group. "We believe the constructive
actions Indivior's Board has undertaken, together with the appointment of
these new independent directors, will accelerate the Company's operational
execution and enhance long-term shareholder value. We are grateful to
leadership and shareholders for their engagement and look forward to
Indivior's future as it progresses on its mission to provide patients with
life-changing treatments based on science."

 

In connection with these changes, Indivior and Oaktree have entered into a
Relationship Agreement, which contains, among other items, customary
obligations and undertakings of mutual support.

 

Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are acting as
financial advisors to Indivior, and Freshfields LLP is serving as legal
counsel. Olshan Frome Wolosky LLP and White & Case LLP are serving as
legal counsel to Oaktree.

 

Robert Schriesheim Biography

Robert Schriesheim serves as Chairman of Truax Partners LLC and has extensive
experience as a board member of public and private companies typically
undergoing transformations while partnering with boards and institutional
investors. In addition, he serves as an Adjunct Associate Professor of Finance
with a focus on corporate governance at The University of Chicago Booth School
of Business. He previously served as CFO of Sears Holdings, Hewitt Associates
and Lawson Software and, earlier, held executive roles at seed venture firm
ARCH Development Partners, LLC, Global TeleSystems, SBC Equity Partners,
Ameritech, AC Nielsen and Brooke Group Ltd.  Mr. Schriesheim has served as a
director of Skyworks Solutions, Inc. since 2006 and Houlihan Lokey since 2015
where he is the Lead Independent Director. He previously served on a number of
public boards including Frontier Communications (as chairman of the Finance
Committee overseeing its strategic redirection and Chapter 11 proceedings),
NII Holdings, Forest City Reality Trust, Lawson Software, Co-Chairman of MSC
Software and Dobson Communications. Mr. Schriesheim earned an AB in Chemistry
from Princeton University and an MBA from the University of Chicago Booth
School of Business.

 

Joe Ciaffoni Biography

Joe Ciaffoni previously served as President and CEO of Collegium
Pharmaceutical. Given his prior experience at not only Collegium, but also
Endo International (President of U.S. Branded Pharmaceuticals), Biogen (SVP,
Global Specialty Medicines Group; U.S. Commercial) and Shionogi Inc. (COO),
Mr. Ciaffoni has a demonstrated track record of launching successful products,
optimizing commercial operations, and enhancing patient access to important
therapies. He earned his MBA and BA at Rutgers University.

 

About Indivior

Indivior is a global pharmaceutical company working to help change patients'
lives by developing medicines to treat substance use disorders (SUD), overdose
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. Headquartered in the United States in Richmond, VA, Indivior employs
over 1,000 individuals globally and its portfolio of products is available in
over 30 countries worldwide. Visit www.indivior.com
(https://nam12.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.indivior.com%2F&data=05%7C02%7Cdavid.wisniewski%40Indivior.com%7C46151793371f4a5a147b08dced4812d0%7Cbed52191489442999db948e4fb29646e%7C1%7C0%7C638646141028285945%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C0%7C%7C%7C&sdata=vwwjBavEG8GHlzYIHaEEC6eKfaZlLZYEsM1w5sIS1B8%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%7C02%7Cdavid.wisniewski%40Indivior.com%7C46151793371f4a5a147b08dced4812d0%7Cbed52191489442999db948e4fb29646e%7C1%7C0%7C638646141028306668%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C0%7C%7C%7C&sdata=mWdLO9fvlp1vQv6%2F30I2DGhuwyieW3W262QTgrk4ZVQ%3D&reserved=0)
.

 

Investor Enquiries:

 

Jason Thompson

VP, Investor Relations

Indivior PLC

+1 804 402 7123

jason.thompson@indivior.com

 

Tim Owens

Director, Investor Relations Indivior PLC

+1 804 263 3978

timothy.owens@indivior.com

 

Media Enquiries:

 

For Indivior:

 

Jonathan Sibun

Teneo

+44 (0)20 7353 4200

+1 804 594 0836

Indiviormediacontacts@indivior.com (mailto:Indiviormediacontacts@indivior.com)

 

Tim Lynch / Maggie Carangelo

Joele Frank, Wilkinson Brimmer Katcher

+1 212 895 8600

 

For Oaktree:

 

John Christiansen / Monique Sidhom / Suzanne Byowitz

FGS Global

Oaktree@fgsglobal.com

 

 

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