Indivior to acquire Opiant Pharmaceuticals for $20.00 per share

Opiant Pharmaceuticals (OPNT) announced that it has entered into a definitive merger agreement to be acquired by Indivior Inc, a subsidiary of Indivior (INVVY). Under the terms of the agreement, Indivior will acquire all of the outstanding shares of Opiant for upfront consideration of $20.00 per share in cash at closing, plus contingent value rights, or CVRs, representing, if achieved, potential additional payments over a period of seven years of up to $8.00 per share. Achievement of the CVR payments, if any, are based on attaining certain revenue thresholds for OPNT003, nasal nalmefene, Opiant’s investigational treatment for opioid overdose, as detailed below. The upfront payment at closing of $20.00 per share represents a premium of approximately 111% to Opiant’s closing share price on November 11, and 99% premium to the 30-day volume-weighted average share price. Inclusive of each of the CVR payments, the total potential transaction value represents a premium of up to 195% and 178%, respectively. The transaction has been unanimously approved by the boards of directors of each company. Under the terms of the merger agreement, Indivior will acquire all outstanding shares of Opiant for upfront consideration of $20.00 per share in cash, plus up to $8.00 per share in CVRs that may become payable if certain net revenue milestones are achieved by Opiant’s lead asset OPNT003 over the applicable seven-year period. Pursuant to the CVRs, Indivior will pay $2.00 per CVR if OPNT003 achieves the following net revenue thresholds during any period of four consecutive quarters prior to the seventh anniversary of the U.S. commercial launch: $225M, $300M and $325M. The remaining $2.00 per CVR will become payable if OPNT003 achieves net revenue of $250M during any period of four consecutive quarters prior to the third anniversary of the U.S. commercial launch. There can be no guarantee that the CVR payments will be achieved as the future performance of OPNT003 is subject to several risks and uncertainties. The transaction is subject to customary closing conditions, including U.S. antitrust clearance, clearance by the Committee on Foreign Investment in the United States, or CFIUS, and receipt of approval of Opiant’s shareholders. The members of the board of directors of Opiant, who hold approximately 4.5% of the outstanding Opiant shares, have entered into a voting agreement with Indivior and agreed to vote their shares in favor of the transaction. Pending approvals, the parties anticipate completing the transaction in the first quarter of 2023.