Experienced and Highly Capable Senior Executives to Lead both the Branded Specialty Pharmaceutical and Generics & Sterile Injectables Businesses

Generics & Sterile Injectables Spin-Off to be Called Par Health

DUBLIN and MALVERN, Pa., June 9, 2025 /PRNewswire/ -- Mallinckrodt plc ("Mallinckrodt") and Endo, Inc. (OTCQX: NDOI) ("Endo") today announced the future executive team that will drive the creation of global, scaled, diversified therapeutics leaders in both the branded specialty pharmaceuticals and the generics and sterile injectables (GxSI) businesses.

As announced on March 13, 2025, the proposed merger of Mallinckrodt and Endo envisions creating both a branded specialty pharmaceuticals company and, later, separating the generic pharmaceuticals businesses of the two companies along with Endo's sterile injectable operations, which is currently intended to be implemented through a spin-off of the separated businesses in an independent entity. The merger remains on course to be completed in the second half of this year, subject to approval by shareholders of both companies and customary closing conditions.

Today's announcement details the leadership team that will be assembled from Mallinckrodt and Endo, as well as critical executive functions for which new leaders will be recruited to help lead these businesses into a new era of growth and change.

"As we combine two companies with a rich legacy of innovation, we are building a highly capable and balanced team of proven leaders to help create a promising new future," said Siggi Olafsson, President and Chief Executive Officer of Mallinckrodt, who will become President and CEO of the combined company. "The leadership team of our newly combined company, along with the leaders of the GxSI business, will include executives from both Mallinckrodt and Endo who have deep experience and institutional knowledge, as well as new talent that will provide fresh insight and perspective. We are excited to bring together two great companies for the ultimate benefit of the patients we serve, and we thank employees of both companies for their tremendous work and efforts toward closing this merger."

Planned Senior Leadership Team for Merged Company

The following executives will form the core of the senior leadership team of the merged company serving in roles that are the same or essentially similar to the one each currently holds, unless otherwise stated.

   -- Tracy Basso, Chief Human Resources Officer, Endo; 
 
   -- Mark Bradley, Chief Financial Officer, Endo, will serve as Chief 
      Integration Officer; 
 
   -- Lisa French, Chief Commercial Officer, Mallinckrodt; 
 
   -- Henriette Nielsen, Chief Transformation Officer, Mallinckrodt; 
 
   -- Paul O'Neill, Quality & Operations, Specialty Brands, Mallinckrodt; 
 
   -- Cheryl Stouch, Chief Information Officer, Endo; 
 
   -- Mark Tyndall, Chief Legal Officer & Corporate Secretary, Mallinckrodt; 
      and, 
 
   -- Susan Williamson, Chief Compliance Officer, Endo. 

In addition, recruiting efforts are underway for the Chief Financial Officer role and leadership of the Business Development & Strategy, and Research & Development functions for this business.

The merged company, which will focus primarily on branded specialty pharmaceuticals following the GxSI spin-off, will be renamed, with the new name being announced as soon as possible after the close of the merger.

Announcing a New Name and Planned CEO for Generics & Sterile Injectables Business

The Par Health name builds on Par Pharmaceutical's greater than 40-year legacy of quality, growth, and innovation, with an expanded emphasis on its role as a trusted partner in improving patient care. Until the spin-off of the GxSI business occurs sometime after the merger closes, Par Health will operate as a segment of the merged company.

Leading Par Health will be Stephen Welch, who is currently Head of Specialty Generics at Mallinckrodt and who will become President and CEO of the business upon the spin-off. Until that time, Mr. Welch will continue to report to Mr. Olafsson.

About Mallinckrodt

Mallinckrodt is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The Company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, hepatology, nephrology, pulmonology and ophthalmology; neonatal respiratory critical care therapies; and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. To learn more about Mallinckrodt, visit www.mallinckrodt.com.

Mallinckrodt uses its website as a channel of distribution of important company information, such as press releases, investor presentations and other financial information. It also uses its website to expedite public access to time-critical information regarding the Company in advance of or in lieu of distributing a press release or a filing with the U.S. Securities and Exchange Commission ("SEC") disclosing the same information. Therefore, investors should look to the Investor Relations page of the website for important and time-critical information. Visitors to the website can also register to receive automatic e-mail and other notifications alerting them when new information is made available on the Investor Relations page of the website.

About Endo

Endo is a diversified pharmaceutical company boldly transforming insights into life-enhancing therapies. Our passionate team members collaborate to develop and deliver these essential medicines. Together, we are committed to helping everyone we serve live their best life. Learn more at www.endo.com or connect with us on LinkedIn.

INVESTOR CONTACT FOR MALLINCKRODT

Bryan Reasons

Executive Vice President and Chief Financial Officer

bryan.reasons@mnk.com

MEDIA CONTACT FOR MALLINCKRODT

Michael Freitag / Aaron Palash / Aura Reinhard / Catherine Simon

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449

ENDO CONTACTS

Investor Relations

Juan Avendano

investor.relations@endo.com

Media

Linda Huss

media.relations@endo.com

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information about the Combination and Where to Find It

In connection with the proposed transaction, Mallinckrodt has filed with the U.S. Securities and Exchange Commission ("SEC") a registration statement on Form S-4 (as amended and as may be further amended from time to time, the "Registration Statement"), which was declared effective by the SEC on May 8, 2025, that includes a joint proxy statement of Mallinckrodt and Endo and that also constitutes a prospectus of Mallinckrodt ordinary shares. Each of Mallinckrodt and Endo may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or Registration Statement or any other document that Mallinckrodt or Endo may file with the SEC. Mallinckrodt and Endo commenced mailing of the definitive joint proxy statement/prospectus to shareholders of Mallinckrodt and Endo, respectively, on or about May 12, 2025. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the Registration Statement and joint proxy statement/prospectus (if and when available) and other documents containing important information about Mallinckrodt, Endo, and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Mallinckrodt will be available free of charge on Mallinckrodt's website at https://ir.mallinckrodt.com. Copies of the documents filed with the SEC by Endo will be available free of charge on Endo's website at https://investor.endo.com.

Participants in the Solicitation of Proxies

Mallinckrodt, Endo, and certain of their respective directors, executive officers, and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Mallinckrodt, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in (i) Mallinckrodt's proxy statement for its 2025 Annual Meeting of Shareholders, which was filed with the SEC on April 03, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001567892/000110465925031453/tm252514-2_def14a.htm), including under the headings "Our Director Nominees", "Corporate Governance", "Board of Directors and Board Committees," "Compensation of Non-Employee Directors," "Compensation of Executive Officers," "Security Ownership and Reporting," "Equity Compensation Plan Information" and "Proposals 1$(A)$ Through 1$(E)$: Election of Directors", (ii) Mallinckrodt's Annual Report on Form 10-K for the fiscal year ended

December 27, 2024, which was filed with the SEC on March 13, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1567892/000156789225000010/mnk-20241227.htm), including under the headings "Item 10. Directors, Executive Officers and Corporate Governance", "Item 11. Executive Compensation", "Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters", "Item 13. Certain Relationships and Related Transactions and Director Independence", and (iii) to the extent holdings of Mallinckrodt's securities by its directors or executive officers have changed since the amounts set forth in Mallinckrodt's proxy statement for its 2025 Annual Meeting of Shareholders, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC, which are available at EDGAR Search Results .

Information about the directors and executive officers of Endo, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in (i) the Registration Statement, (ii) Endo's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 13, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/2008861/000200886125000007/ndoi-20241231.htm), including under the headings "Item 10. Directors, Executive Officers and Corporate Governance", "Item 11. Executive Compensation", "Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters", "Item 13. Certain Relationships and Related Transactions and Director Independence", and (iii) to the extent holdings of Endo's securities by its directors or executive officers have changed since the amounts set forth in the Registration Statement, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC, which are available at EDGAR Search Results . Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the joint proxy statement/prospectus and will be contained in other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read these materials carefully before making any voting or investment decisions. You may obtain free copies of these documents from Mallinckrodt or Endo using the sources indicated above.

Information Regarding Forward-Looking Statements

Statements in this communication that are not strictly historical may be "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve a number of risks and uncertainties.

There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include risks and uncertainties related to, among other things:

 
(i)      transaction-related risks, including the parties' ability to 
         successfully integrate our business and Endo's business and 
         unanticipated costs of such integration, which may result in the 
         combined company not operating as effectively and efficiently as 
         expected; uncertainties related to a future separation of the 
         combined generics pharmaceuticals businesses of Mallinckrodt and Endo 
         and Endo's sterile injectables business; the risk that the expected 
         benefits and synergies of the proposed transactions may not be fully 
         realized in a timely manner, or at all; the risk associated with 
         Mallinckrodt's and Endo's ability to obtain the approval of their 
         shareholders and stockholders, respectively, required to consummate 
         the proposed business combination transaction; uncertainty regarding 
         the timing of the closing of the proposed business combination 
         transaction; the risk that the conditions to the proposed business 
         combination transaction may not be satisfied (or waived to the extent 
         permitted by law) on a timely basis or at all or the failure of the 
         proposed business combination transaction to close for any other 
         reason or to close on the anticipated terms, including the intended 
         tax treatment; the risk that any regulatory approval, consent or 
         authorization that may be required for the proposed business 
         combination transaction may not be obtained or may be obtained 
         subject to conditions that are not anticipated; the occurrence of any 
         event, change or other circumstance that could give rise to the 
         termination of the proposed business combination transaction; 
         unanticipated difficulties, liabilities or expenditures relating to 
         the proposed transactions; the effect of the announcement, pendency 
         or completion of the proposed transactions on the parties' business 
         relationships and business operations generally; certain restrictions 
         on the ability of Mallinckrodt and Endo to pursue certain business 
         activities or strategic transactions during the pendency of the 
         proposed business combination transaction; the effect of the 
         announcement, pendency or completion of the proposed transactions on 
         the long-term value of Mallinckrodt's ordinary shares and Endo's 
         common stock; risks that the proposed transactions may disrupt 
         current plans and operations of Mallinckrodt and Endo and their 
         respective management teams and potential difficulties in hiring, 
         retaining and motivating employees as a result of the proposed 
         transactions; risks related to our increased indebtedness as a result 
         of the proposed business combination transaction; significant 
         transaction costs related to the proposed business combination 
         transaction; potential litigation relating to the proposed 
         transactions that could be instituted against Mallinckrodt, Endo or 
         their respective officers or directors; rating agency actions and 
         Mallinckrodt's and Endo's ability to access short- and long-term debt 
         markets on a timely and affordable basis; and risks related to the 
         financing in connection with the transaction; 
(ii)     risks related to Mallinckrodt's business, including potential changes 
         in Mallinckrodt's business strategy and performance; Mallinckrodt's 
         initiative to explore a variety of potential divestiture, financing 
         and other transactional opportunities; the exercise of contingent 
         value rights by the Opioid Master Disbursement Trust II (the 
         "Trust"); governmental investigations and inquiries, regulatory 
         actions, and lawsuits, in each case related to Mallinckrodt or its 
         officers; Mallinckrodt's contractual and court-ordered compliance 
         obligations that, if violated, could result in penalties; compliance 
         with and restrictions under the global settlement to resolve all 
         opioid-related claims; matters related to Acthar Gel, including the 
         settlement with governmental parties to resolve certain disputes and 
         compliance with and restrictions under the related corporate 
         integrity agreement; the ability to maintain relationships with 
         Mallinckrodt's suppliers, customers, employees and other third 
         parties following the emergence from the 2023 bankruptcy proceedings; 
         scrutiny from governments, legislative bodies and enforcement 
         agencies related to sales, marketing and pricing practices; pricing 
         pressure on certain of Mallinckrodt's products due to legal changes 
         or changes in insurers' or other payers' reimbursement practices 
         resulting from recent increased public scrutiny of healthcare and 
         pharmaceutical costs; the reimbursement practices of governmental 
         health administration authorities, private health coverage insurers 
         and other third-party payers; complex reporting and payment 
         obligations under the Medicare and Medicaid rebate programs and other 
         governmental purchasing and rebate programs; cost containment efforts 
         of customers, purchasing groups, third-party payers and governmental 
         organizations; changes in or failure to comply with relevant laws and 
         regulations; any undesirable side effects caused by Mallinckrodt's 
         approved and investigational products, which could limit their 
         commercial profile or result in other negative consequences; 
         Mallinckrodt's and its partners' ability to successfully develop, 
         commercialize or launch new products or expand commercial 
         opportunities of existing products, including Acthar Gel (repository 
         corticotropin injection) SelfJect$(TM)$ and the INOmax Evolve DS 
         delivery system; Mallinckrodt's ability to successfully identify or 
         discover additional products or product candidates; Mallinckrodt's 
         ability to navigate price fluctuations and pressures, including the 
         ability to achieve anticipated benefits of price increases of its 

         products; competition; Mallinckrodt's ability to protect intellectual 
         property rights, including in relation to ongoing and future 
         litigation; limited clinical trial data for Acthar Gel; the timing, 
         expense and uncertainty associated with clinical studies and related 
         regulatory processes; product liability losses and other litigation 
         liability; material health, safety and environmental laws and related 
         liabilities; business development activities or other strategic 
         transactions; attraction and retention of key personnel; the 
         effectiveness of information technology infrastructure, including 
         risks of external attacks or failures; customer concentration; 
         Mallinckrodt's reliance on certain individual products that are 
         material to its financial performance; Mallinckrodt's ability to 
         receive sufficient procurement and production quotas granted by 
         the U.S. Drug Enforcement Administration; complex manufacturing 
         processes; reliance on third-party manufacturers and supply chain 
         providers and related market disruptions; conducting business 
         internationally; Mallinckrodt's significant levels of intangible 
         assets and related impairment testing; natural disasters or other 
         catastrophic events; Mallinckrodt's substantial indebtedness and 
         settlement obligation, its ability to generate sufficient cash to 
         reduce its indebtedness and its potential need and ability to incur 
         further indebtedness; restrictions contained in the agreements 
         governing Mallinckrodt's indebtedness and settlement obligation on 
         Mallinckrodt's operations, future financings and use of proceeds; 
         Mallinckrodt's variable rate indebtedness; Mallinckrodt's tax 
         treatment by the Internal Revenue Service under Section 7874 and 
         Section 382 of the Internal Revenue Code of 1986, as amended; future 
         changes to applicable tax laws or the impact of disputes with 
         governmental tax authorities; the impact of Irish laws; the impact on 
         the holders of Mallinckrodt's ordinary shares if Mallinckrodt were to 
         cease to be a reporting company in the United States; the 
         comparability of Mallinckrodt's post-emergence financial results and 
         the projections filed with the Bankruptcy Court; and the lack of 
         comparability of Mallinckrodt's historical financial statements and 
         information contained in its financial statements after the adoption 
         of fresh-start accounting following emergence from the 2023 
         bankruptcy proceedings; and 
(iii)    risks related to Endo's business, including future capital 
         expenditures, expenses, revenues, economic performance, financial 
         conditions, market growth and future prospects; Endo changes in 
         competitive, market or regulatory conditions; changes in legislation 
         or regulations; global political changes, including those related to 
         the new U.S. presidential administration; Endo's use of artificial 
         intelligence and data science; the ability to obtain and maintain 
         adequate protection for intellectual property rights; the impacts of 
         competition such as those related to XIAFLEX$(R)$ ; the timing and 
         uncertainty of the results of both the research and development and 
         regulatory processes; health care and cost containment reforms, 
         including government pricing, tax and reimbursement policies; 
         litigation; the performance including the approval, introduction and 
         consumer and physician acceptance of current and new products; the 
         performance of third parties upon whom Endo relies for goods and 
         services; issues associated with Endo's supply chain; Endo's ability 
         to develop and expand its product pipeline and to launch new products 
         and to continue to develop the market for XIAFLEX(R) and other 
         branded, sterile injectable or generic products; the effectiveness of 
         advertising and other promotional campaigns; and the timely and 
         successful implementation of business development opportunities 
         and/or any other strategic priorities. 
 

The Registration Statement on Form S-4 filed with the SEC describes additional risks in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the Registration Statement on Form S-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Mallinckrodt's most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, and other filings with the SEC, which are available from the SEC's website (www.sec.gov) and Mallinckrodt's website (www.mallinckrodt.com) and Endo's most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other filings with the SEC, which are available from the SEC's website (www.sec.gov) and Endo's website (www.endo.com). There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business.

The forward-looking statements made herein speak only as of the date hereof and Mallinckrodt and Endo do not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise, except as required by law. Given these uncertainties, one should not put undue reliance on any forward-looking statements.

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SOURCE Mallinckrodt plc

(END) Dow Jones Newswires

June 09, 2025 08:30 ET (12:30 GMT)