Opiant Pharmaceuticals Announces CFIUS Approval For Proposed Acquisition By Indivior PLC; Under The Terms Of The Agreement, Indivior Will Acquire All The Outstanding Shares Of Opiant For Upfront Consideration Of $20.00 Per Share In Cash At Closing

Author: Happy Mohamed | February 07, 2023 04:02pm

• CFIUS clearance represents the final required regulatory approval to complete the proposed merger
  
  
   
• Completion remains subject to the approval of Opiant stockholders; a special stockholder meeting to approve the acquisition will be held on March 1, 2023
  
  
   
• Indivior and Opiant continue to anticipate completing the proposed merger in the first quarter of 2023
   

SANTA MONICA, Calif., Feb. 07, 2023 (GLOBE NEWSWIRE) -- Opiant Pharmaceuticals Inc. (NASDAQ:OPNT) announced today that the Committee on Foreign Investment in the United States (CFIUS) approved the previously announced Merger Agreement (the Agreement) for Opiant to be acquired by Indivior PLC (LSE: INDV).

Following the expiration of the waiting period under the U.S. Hart-Scott-Rodino Act of 1976, as amended (HSR Act), which Opiant previously announced, on February 6, 2023, the parties received written notice from CFIUS that it had determined that there were no unresolved national security concerns regarding the transaction and that it had concluded action under Section 721 of the Defense Production Act of 1950, as amended, thereby clearing the transaction contemplated by the Agreement. Additionally, the Competition and Markets Authority in the United Kingdom has elected to take no action with regard to the proposed merger.

The proposed merger remains subject to approval by Opiant stockholders. A special meeting of Opiant's stockholders to approve the Agreement will be held on March 1, 2023. Indivior and Opiant continue to anticipate completing the Agreement in the first quarter of 2023.

Reminder to Opiant Stockholders

Stockholders are reminded:

• Opiant has filed a definitive proxy statement with the Securities and Exchange Commission (SEC) and established January 4, 2023, as the record date for voting in connection with the Agreement. The proxy statement is available at www.sec.gov.
• Under the terms of the Agreement, Indivior will acquire all the outstanding shares of Opiant for upfront consideration of $20.00 per share in cash at closing, plus contingent value rights (CVRs) representing potential additional payments of up to $8.00 per share. 
• A special meeting of Opiant's stockholders to approve the acquisition will be held on March 1, 2023, at 9:00 AM, Pacific Time, and can be accessed by visiting http://web.lumiagm.com/254970090. The meeting will be held in a virtual format only and will be accessible through the Internet in order to permit our stockholders to participate from any geographic location with Internet connectivity.
• All stockholders of Opiant are strongly encouraged to read the definitive proxy statement carefully and in its entirety before voting, and to vote as soon as possible in advance of the special meeting.
• The Opiant Board of Directors unanimously recommends that stockholders vote "FOR" the approval and adoption of the Agreement and the approval of the acquisition.
   

For More Information and How to Vote Shares to the Offer

Stockholders who hold Opiant Shares through a broker or intermediary should promptly contact their broker directly and provide their instructions to vote their shares.

Opiant has engaged D.F. King & Co., Inc (D.F. King) as its proxy solicitor in connection with the voting of shares and the special meeting. Stockholders who need additional copies of proxy materials, to obtain proxy cards or have questions regarding the proposal to be presented at the special meeting are encouraged to reach out to D.F. King by calling 212-269-5550. To obtain timely delivery of documents, stockholders must request voting-related materials no later than February 22, 2023.

Posted In: OPNT