We are advising Endo on the transaction

Davis Polk is advising Endo, Inc. on its stock and cash merger with Mallinckrodt plc. Under the terms of the agreement, Endo shareholders will receive a total of $80 million in cash (subject to possible adjustment) and Endo shareholders will own 49.9% of the combined company on a pro forma basis. After cash consideration, Mallinckrodt shareholders will own 50.1% of the combined company on a pro forma basis, for an implied pro forma enterprise value of $6.7 billion. The transaction is expected to close in the second half of 2025, subject to approval by shareholders of both companies, regulatory approvals and customary closing conditions. The combined company is expected to be listed on the New York Stock Exchange, subject to approval of the combined company’s board of directors.

Headquartered in Malvern, Pennsylvania, Endo is a diversified pharmaceutical company boldly transforming insights into life-enhancing therapies. Endo has done long-standing work in endocrinology, orthopedics and urology, as well as in hospital systems and with retail generic medications.

Founded in 1867 and based in Dublin, Ireland, Mallinckrodt is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. Mallinckrodt’s specialty brands reportable segment’s areas of focus include autoimmune and rare diseases, neonatal respiratory critical care therapies and gastrointestinal products. Its specialty generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients.

The Davis Polk corporate team includes partners Michael Kaplan and Michael Davis, counsel Judah Bareli and Albert Zhu and associate Alexander J. Yang. Partner Michael Mollerus is providing tax advice. Partner Veronica M. Wissel is providing executive compensation advice. Partner Nikolaus Caro is providing sponsor finance advice. Partner Howard Shelanski is providing antitrust and competition advice. Partner David R. Bauer is providing intellectual property advice. Members of the Davis Polk team are based in the New York and Washington DC offices. 

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