Endo (NDOI) M&A Announcement summary

Deal rationale and strategic fit

• Creates a global, scaled, and diversified pharmaceuticals leader with highly complementary branded and generics portfolios, enhancing commercial position, patient access, and innovation capabilities.

• Strategic focus on rare and orphan diseases, with a robust U.S.-centered footprint and international reach in Europe, India, Australia, and Japan.

• Two focused businesses to be established: a scaled brands business and a focused sterile injectables and generics business, with a potential future separation to unlock value.

• Strong balance sheet and financial flexibility to invest in innovation, business development, and organic/external growth.

• Leadership team will include executives and directors from both companies, with headquarters in Dublin, Ireland.

Financial terms and conditions

• Implied pro forma enterprise value of $6.7 billion; Endo shareholders receive $80 million in cash and 49.9% of the combined company, Mallinckrodt shareholders hold 50.1%.

• Transaction structured as a stock and cash deal, with $900 million committed financing provided to Endo by Goldman Sachs.

• Expected pro forma net leverage of 2.3x at closing; pro forma net debt of $2.8 billion.

• Mallinckrodt's senior secured debt to be refinanced; Endo's debt remains outstanding.

Synergies and expected cost savings

• At least $150 million in annual pre-tax run rate synergies expected by year three, with $75 million in the first year, mainly from infrastructure, procurement, and integration efficiencies.

• Synergies expected mainly from operational efficiencies, not sales force reductions.